Apotheca Biosciences (PCFP) 10-Q 2019 Q2 Quarterly report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2018

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number: 000-55467

 APOTHECA BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-55467	83-0773005
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)

10901 Roosevelt Blvd N Bldg. C 1000Saint Petersburg, FL 33716

(Address of principal executive offices)

(727) 228-3994

 (Registrant's telephone number, including area code)

Cannabis Leaf, Inc.4500 9^th Ave NE, Seattle WA  98105

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]Yes     [_]No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X]Yes     [_]No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [_] Accelerated Filer [_] Emerging Growth Company [_]

Non-Accelerated Filer [_] Smaller Reporting Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] No 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
	[  ]	YES	[  ]	NO

As of October 1, 2018, there were 113,914,000 shares of the Registrant's $0.001 par value common stock issued and outstanding.

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Apotheca Biosciences, Inc. (formerly Cannabis Leaf, Inc.) (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Cannabis" refers to Apotheca Biosciences, Inc.

- 2 -

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
Item 1.   Financial Statements	3
Item 2.   Management's Discussion and Analysis of Financial Condition or Plan of Operation	5
Item 3.   Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.   Controls and Procedures	8
PART II - OTHER INFORMATION	10
Item 1.   Legal Proceedings	10
Item 1A.   Risk Factors	10
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.   Defaults Upon Senior Securities	10
Item 4.   Mine Safety Disclosures	10
Item 5.   Other Information	10
Item 6.   Exhibits	11
SIGNATURES	12

- 3 -

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

Unaudited Condensed Financial Statements

Cannabis Leaf Incorporated

Balance Sheets as July 31, 2018 (Unaudited) and January 31, 2018 (audited)	F-1
Statements of Operations for the Six Months Ended July 31, 2018 (Unaudited) and July 31, 2017 (Unaudited)	F-2
Statements of Cash Flows for the Six Months Ended July 31, 2018 (Unaudited) and July 31, 2017 (Unaudited)	F-3
Notes to the Unaudited Condensed Financial Statements	F-4 to F-13

- 4 -

CANNABIS LEAF INCORPORATED

BALANCE SHEETS

	As of			As of
	July 31,			January 31,
	2018			2018
	(Unaudited)			(Audited)
Assets
Current assets
Cash	$	-		$	-
Total Assets	$	-		$	-
Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable	$	14,903		$	17,660
Accrued liabilities		1,985,026			-
Loans payable		-			157,455
Loans payable – related parties		18,600			47,134
Total current liabilities		2,018,258			222,249
Total liabilities		2,018,258			222,249
Shareholders' Deficit
Common stock: 600,000,000 authorized; $0.001 par value
51,314,000 and 50,340,000 shares issued and outstanding,		51,314			50,340
Additional paid in capital		438,426			17,242
Accumulated deficit		(2,508,268	)		(289,831	)
Total Shareholders' Deficit		(2,508,528	)		(222,249	)
Total Liabilities and Shareholders' Deficit	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements

F-1

(0.00

CANNABIS LEAF INCORPORATED

STATEMENTS OF OPERATIONS

Unaudited

	For the Three Months Ended July 31,						For the Six Months Ended July 31,
	2018			2017			2018			2017
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
General and administrative		10,050			18,853			26,420			23,168
Total operating expenses		10,050			18,853			26,420			23,168
Net loss from operations		(10,050	)		(18,853	)		(26,420			(23,168	)
Other income (expense)
Interest expense		(232			(1,608	)		(5,520	)		(2,346	)
Settlement expense		(1,985,025	)		-			(1,985,025	)		-
Loss on settlement of debt		-			-			(201,472	)		-
Total other income (expense)		(1,985,257	)		(1,608	)		(2,192,017	)		(2,346	)
Net Loss	$	(1,995,307	)	$	(20,461	)	$	(2,218,437	)	$	(25,514	)
Basic and diluted loss per share		0			0			0		$	-
Weighted average number of
shares outstanding		50,794,533			50,340,000			50,794,533			50,340,000

The accompanying notes are an integral part of these unaudited condensed financial statements

F-2

CANNABIS LEAF INCORPORATED

STATEMENTS OF CASH FLOWS

Unaudited

	For the Six Months Ended July 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,218,437	)	$	(25,514	)
Adjustments to reconcile net loss to net cash used by operating activities
Interest expense		5,045			1,309
Loss on extinguishment of debt		201,472			-
Changes in operating assets and liabilities:
Prepaid expenses		-			(4,000	)
Accounts payable and accrued expenses		1,983,386			(1,162	)
Related party advances		28,534			-
Net Cash Used by Operating Activities		-			(29,367	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on license		-			(60,000	)
Net Cash Used by Investing Activities		-			(60,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party		-			18,600
Proceeds from note payable		-			75,000
Net Cash Provided by Financing Activates		-			93,600
Net increase (decrease) in cash and cash equivalents		-			4,233
Cash and cash equivalents, beginning of period		-			489
Cash and cash equivalents, end of period	$	-		$	4,722

The accompanying notes are an integral part of these unaudited condensed financial statements

F-3

CANNABIS LEAF INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION

Cannabis Leaf, Inc. (the "Company") was incorporated in the State of Nevada on October 6, 2014, as Pacificorp Holdings, Ltd. The Company was organized to develop and explore mineral properties in the State of Nevada.

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company. The Company has changed it business from a mining and exploration company and entered in to an exclusive license agreement with Affordable Green LLC of Tacoma WA. Additionally, the Company has changed its name as a result of a merger with the Company's wholly owned subsidiary Cannabis Leaf, Inc. as a result of this merger Pacificorp adopted the name of the subsidiary. There were no assets purchased or shares exchanged.

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018. This interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of accounts payable and accrued liabilities and loans payable – related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Basic and Diluted Earnings Per Share

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the six months ended July 31, 2018 and 2017, there were no potentially dilutive securities.

F-4

CANNABIS LEAF INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 3 – GOING CONCERN

The Company has sustained operating losses since inception. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Management is endeavoring to begin exploration activities however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity securities, which may not be available on commercially reasonable terms, if at all.

If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

NOTE 4 – NOTE PAYABLE FROM RELATED PARTY

As of July 31, 2018, and January 31, 2018, the Company had advances from related parties totaling $18,600 and $47,134 respectively. The advances are unsecured. During the six months ended July 31, 2018, the Company issued 142,670 shares of common stock to settle the note payable of $28,534. As a result, the Company recognized a loss on extinguishment of debt of $35,206. The remaining $18,600 bares an interest rate of 5% per annum and is due upon demand giving 30 days written notice to the borrower.

NOTE 5 – RELATED PARTY CONTRIBUTIONS

During the six months ended July 31, 2018 and 2017, the Company received contributions totaling $23,545 and $0 from a related party, these contributions are not to be repaid and are recorded under additional paid in capital.

NOTE 6 – NOTE PAYABLE

As of January 31, 2018, the Company had outstanding advances of $157,455 from an unrelated party, the advances are unsecured and bares an interest rate of 5% per annum and is due upon demand giving 30 days written notice to the borrower. During the six months ended July 31, 2018, the Company issued 831,330 shares of common stock to settle the note payable of $157,455 and accrued interest of $8,811. As a result, the Company recognized a loss on extinguishment of debt of $166,266. The Company has recorded accrued interest of $1,277 for the six months ended July 31, 2018.

F-5

CANNABIS LEAF INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 7 – ACCRUED LIABILITY TO ISSUE STOCK

In May 2017, the Company entered into a Licensing Agreement with Affordable Green Washington LLC where the consideration was $2,100,000. As of January 31, 2018, the Company has paid a total of $142,455 as a deposit on their License, leaving a balance of $1,985,025. On May 3, 2018 the Company entered into a Settlement and Release Agreement with AGH WA, LLC in order to terminate the License Agreement and cease the business relationship between the Parties, and remedy any defaults of the terms and conditions of the License Agreement. The Compensation and Settlement pertaining to entering into the Settlement and Release Agreement is an aggregate total of 2,600,000 restricted Common Shares. The shares were issued on August 7, 2018. The Company has recorded the liability to issue 2,600,000 shares at $1,985,025 as a settlement expense.

NOTE 8 –EQUITY

The Company has authorized 600,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On March 20, 2018, the Company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266 and $28,534 respectively (see Note 4 and 6).

As of July 31, 2018, and January 31, 2018, the company had 51,314,000 and 50,340,000 shares of common stock issued and outstanding, respectively.

NOTE 9 - SUBSEQUENT EVENTS

Shares issued to satisfy liability

On August 7, 2018 the Company issued 2,600,000 shares of common stock per terms of a Settlement and Release Agreement with AGH WA, LLC entered into on May 3, 2018.

Cannabis Leaf Inc merger with Apotheca Biosciences

On March 6, 2018 an Agreement and Plan of Merger was made and entered into as of March 6, 2018 by and among Cannabis Leaf (CLI) and Apotheca. The respective Boards of Directors of CLI and Apotheca have determined that it is in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for in the agreement in which Apotheca would merge with and into CLI , with Apotheca (post name change from cannabis Leaf) as the surviving entity post-Merger, upon the terms and subject to the conditions set forth herein; the respective Boards of Directors of CLI and the Apotheca have approved the Agreement, the Merger, and the other transactions contemplated by the Agreement, upon the terms and subject to the conditions set forth in the Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger  ("NRS"), and their respective corporate documents.

At the Effective Time, by virtue of the Merger and without any action on the part of CLI or Apotheca or any holder of capital stock of CLI or Apotheca:

(a) Capital Stock of CLI.  Each issued and outstanding share of capital stock of shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into and shall be existing as one share of CLI's common stock without need of re-issuance.  Such shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation being Apotheca.

(b) Conversion of CLI Stock:(i) Each share of CLI Common Stock issued and outstanding immediately prior to the Effective Time (individually a "Share" and collectively the "Shares"), shall be considered shares of Apotheca as the surviving entity as set forth below (the "Merger Consideration").

(ii) At the Effective Time, each Share held by CLI as treasury stock or held by CLI, or any Subsidiary of CLI, immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CLI continue to exist as shares of Apotheca as the surviving entity without further consideration with respect thereto.

(iii) At the Effective Time, each Share of the Treasury Stock as Authorized Shares but unissued Shares of CLI shall become Treasury Shares but unissued Shares of Apotheca, with no change the authorized shares which were in effect immediately prior to the Effective Time.

c

F-6

CANNABIS LEAF INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JULY 31, 2018

(iv) At the Effective Time, Apotheca as the surviving entity and in exchange for the acquisition of Apotheca shall be issued as such exchange for control and merger the amount of sixty million (60,000,000) shares of Apotheca as the surviving Company in the form of common shares to be distributed as set forth by Apotheca at its direction on a schedule set forth for issuance. Such shares shall be considered the Merger Control Shares and shall represent approximately sixty percent of the then post-issuance control of CLI post-merger.

(v) At the time of exchange in such transaction, there is as certified by CLI, its board of directors and management, exist no convertible or other debt with claims or rights superior for the issuance of any shares of common stock in CLI, and no such claims need be recognized by Apotheca as debt of the surviving entity. Any such debt must have been and was not disclosed to Apotheca before this transaction, and the existing of such debt or claims is a liability of the prior management of CLI and not of Apotheca as the surviving entity.

Closing. Upon the terms and subject to the conditions set forth herein and unless this Agreement has been terminated pursuant to its terms, the closing of the Merger on May 15, 2018 at which time the conditions to Closing set forth in this Agreement shall have been satisfied or, to the extent permitted hereunder, waived by the appropriate party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date on which the Closing actually occurs, and the transactions contemplated hereby become effective is hereinafter referred to as the Closing Date CLI and Apotheca shall deliver the certificates and other documents and instruments required to be delivered hereunder.

Effective Time of the Merger. Subject to the provisions of this Agreement, at the Closing, the parties hereto shall (a) cause a certificate of merger in substantially the form required by the Secretary of State of Nevada to be executed and filed with the Secretary of State of the State of Nevada, and (b) take all such other and further actions as may be required by the NRS or other applicable Law to make the Merger effective. The Merger shall become effective as of the date and time of the filing of the Nevada Certificate of Merger or at such later date or time as may be agreed by CLI and CLI in writing and specified in the Nevada Certificate of Merger in accordance with relevant provisions of the NRS. The date and time of such effectiveness are referred to herein as the Effective Time.

On August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving Effect to the Merger and the change of name of our company to Apotheca Biosciences Incorporated.

NATURE OF BUSINESS – APOTHECA BIOSCIENCES

Apotheca Biosciences is a medical device company developing engineering and device solutions for cannabinoid medical technologies. The company is incorporated in Nevada as a Corporation with principal business in Saint Petersburg, FL. The company develops, license and market cannabinoid technologies to various market sectors.

Apotheca Biosciences is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. We believe that we can deliver meaningful benefits using our technologies to the world's aging population.

The last two decades of research have brought a tremendous improvement in knowledge of the endocannabinoid system (eCB system) components and functions under physiological and pathological conditions. The eCB is a neuromodulatory system consists of two subtypes of cannabinoid receptors, CB1 and CB2

F-7

CANNABIS LEAF INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JULY 31, 2018

Vision

Apotheca Biosciences is positioning to be global leader in discovering new cannabinoid medical technologies to make life better and healthier

Mission

To contribute to human welfare through innovative biomedical engineering solutions; to deliver cannabinoid actives that relieve pain, restore health, and longevity of millions of patients around the world.

Core values:

· Bring cost-effective and meaningful medical care to patients

· Build an environment of creativity and transform new ideas into breakthrough technologies and devices

· Pursue innovative engineering solutions that challenge established thinking 

· Change and act with speed via scientific collaboration, partnership and a winning spirit

F-8

INTRODUCTORY NOTE

On March 6, 2018, Apotheca Biosciences, Inc. entered into an Agreement and Plan of Merger with Cannabis Leaf Incorporated, pursuant to which Apotheca merged with and into Cannabis Leaf, with Apotheca being the surviving entity (the "Merger"). The Merger closed on August 2, 2018.

The following sets forth the combined statements of operations of Cannabis Leaf and Apotheca on a pro forma basis for the period ended July 31, 2016. The pro forma statements of operations data give effect to the transactions as if they had occurred on February 26, 2018 (inception date of Apotheca). The pro forma balance sheet gives effect to the transactions as if they had occurred on February 26, 2018. The pro forma financial statements are provided for informational purposes only, are unaudited, and not necessarily indicative of future results or what the operating results or financial condition of the company would have been had the merger been consummated on the dates assumed.  

The unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") 805, Business Combinations, with the Company considered the acquiring company. Based on the acquisition method of accounting, the consideration transferred by the Company is based on number or equity interests (e.g., shares) the Company issued to give the shareholders of the CLI the same percentage of equity interest in the combined entity that resulted from the reverse merger. Consolidated statements immediately following the reverse merger are a continuation of the financial statements of the Company ("accounting acquirer") retroactively adjusted to reflect the CLI ("accounting acquiree") legal capital.

The acquisition of a private operating company by a nonoperating public shell corporation typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. A public shell reverse acquisition is viewed as a capital transaction in substance, rather than a business combination. As a result, it should be accounted for as a reverse recapitalization equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. This accounting treatment is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded.

These unaudited pro forma combined condensed financial statements should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in the Company's Financial Statements on Form 8-K from inception (February 26, 2018) through July 31, 2018.

F-9

APOTHECA BIOSCIENCES, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

July 31, 2018

	Historical Apotheca Biosciences, Inc.			Historical Cannabis Leaf Incorporated			Add: Pro FormaAdjustments				Pro Forma
ASSETS
Current assets:
Cash	$	18,328		$	-		$	-			$	18,328
Advances to related parties		28,178			-							28,178
Total current assets		46,506			-			-				46,506
Intangible assets – patents		1			-			-				1
Total assets	$	46,507		$	-		$	-			$	46,507
LIABILITIES
Current liabilities:
Accounts payable	$	295		$	13,626		$	-			$	13,921
Accrued liabilities		129,480			1,986,302							2,115,782
Loan payable - related parties		3,184			18,600							21,874
Convertible note payable - related parties		1			-							1
Total current liabilities		132,960			33,503			-				2,151,488
STOCKHOLDERS' DEFICIT
Common stock: 600,000,000 authorized; $0.001 par value 111,314,000 outstanding		6,000			51,314			54,000		(a)		111,314
Additional paid-in capital		-			438,426			(2,562,268	)	(a)		(2,123,842	)
Accumulated deficit		(92,453	)		(2,508,268	)		2,508,268		(a)		(92,453	)
Total stockholders' deficit		(86,453	)		(2,018,528	)		-				(2,104,981	)
Total liabilities and stockholders' deficit	$	46,507		$	-		$	-			$	46,507

F-10

APOTHECA BIOSCIENCES, INC.

Pro Forma Condensed Statements of Operations

From February 26, 2018 through July 31, 2018

Unaudited

	Apotheca Biosciences, Inc.			Cannabis Leaf, Incorporated			Pro Forma Adjustments		Combined Financial Statements
Revenues	$	-		$	-		$	-	$	-
Operating expenses
Personell expense		75,000			-			-		75,000
General and adminstrative		17,221			26,420			-		43,641
Total operating expenses		92,221			26,420			-		118,641
Net operating loss		(92,221	)		(26,420	)		-		(118,641	)
Other income (expenses)
Interest expense		(232	)		(5,520	)		-		(5,752	)
Settlement expense					(1,985,025	)		-		(1,985,025	)
Loss on settlement of debt		-			(201,472	)		-		(201,472	)
Total other income (expenses)		(232	)		(2,192,017	)		-		(2,192,249	)
Net loss	$	(92,453	)	$	(2,218,437	)	$	-	$	(2,310,890	)

F-11

APOTHECA BIOSCIENCES, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Stockholders' Equity

From Inception (February 26, 2018) through July 31, 2018

	Common Stock
	Shares		Amount		Additional Paid in Capital			Accumulated (Deficit)			Total
Balances, February 26, 2018 (Apotheca)		-	$		$	-		$	-		$	-
Balances, February 26, 2018 (Cannabis Leaf)		51,314,000		51,314		438,426			(289,831	)		199,909
Recapitalization on February 26, 2018		60,000,000		60,000		(2,562,268	)					(2,502,268	)
Net loss from February 26, 2018 through July 31, 2018 (Cannabis Leaf)									(2,218,437	)		(2,218,437	)
Net loss from February 26, 2018 through July 31, 2018 (Apotheca)									(92,453	)		(92,453	)
Elimination of accumulated deficit of Cannabis Leaf									2,508,268			2,508,268
Balances, July 31, 2018		111,314,000	$	111,314	$	(2,123,842	)	$	(92,453	)	$	(2,104,981	)

F-12

Notes to Unaudited Pro Forma Condensed Financial Information

Note 1 - Basis of presentation

The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed financial statements to give effect to the pro forma events that are (i) directly attributable to the reverse merger transaction between the Company ("accounting acquirer") and Cannabis Leaf Incorporated ("accounting acquire"), (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed statement of operations, expected to have a continuing impact on the results following the reverse merger.

Note 2 - The transaction

On March 6, 2018, Apotheca Biosciences, Inc. entered into an Agreement and Plan of Merger with Cannabis Leaf Incorporated, pursuant to which Apotheca merged with and into Cannabis Leaf, with Apotheca being the surviving entity (the "Merger"). The Merger closed on August 2, 2018.

Note 3 - Pro forma adjustments

The following adjustments have been reflected in the unaudited pro forma condensed financial information:

(a) Since CLI has no assets and limited operating activity, it is viewed a nonoperating public shell corporation. Since a public shell reverse acquisition is viewed as a capital transaction in substance, it is accounted for a reverse acquisition equivalent to the issuance of stock by the Company for the net monetary assets of the shell corporation accompanied by a recapitalization. The proforma adjustments to common stock, additional paid-in capital and accumulated deficit reflect this recapitalization.

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Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to shares of our common stock.

As used in this quarterly report, the terms "we", "us", "our company", mean Cannabis Leaf Incorporated, a Nevada corporation, unless otherwise indicated.

Corporate Overview 

Apotheca is a developer of cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Its pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. Apotheca believes that it can deliver meaningful benefits using its technologies to the world's aging population.

The Company originally was incorporated in Nevada on October 6, 2014 under the name Pacificorp Holdings Ltd. Until 2017, we were a mineral exploration company with mining claims known as the Delcer Buttes (1-12) in Elko County, Nevada. On August 31, 2017, we elected to not renew the Delcer Buttes claims and subsequently, the claims reverted back to the Bureau of Land Management.

On March 29, 2017, we entered into a Letter of Intent with Affordable Green Washington LLC of Tacoma WA to obtain an exclusive license to market and distribute Affordable Green's Products in the State of Washington.

On May 4, 2017, we entered into an exclusive License Agreement with Affordable Green Washington LLC. The License Agreement was amended on June 1, 2017.

F-13

On June 2, 2017, our company entered into a short form Merger Agreement with our wholly owned subsidiary, Cannabis Leaf Incorporated, in order to effect a change of name of our company. Pursuant to the Merger Agreement, our company will be the surviving entity and will adopt the name of our subsidiary. Our subsidiary was incorporated solely for the purpose of the merger. Effective June 7, 2017, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving effect to the merger and the change of name of our company to Cannabis Leaf Incorporated. The Merger was approved by our board of directors and our subsidiary on June 2, 2017. In accordance with Nevada Revised Statutes (NRS) Section 92A.180, stockholder approval was not required.

On April 26, 2018 our company provided a Notice of Termination to Green Venture with respect to the Letter of Intent entered into by our company and Green Venture on October 24, 2017. No Consideration has been paid to date.

On March 6, 2018, an Agreement for Plan of Merger (the "Agreement") was entered into by our company and Apotheca Biosciences, Inc. ("Apotheca Biosciences"), a Nevada corporation. Such Agreement will result in the merger of Apotheca Biosciences into our company with our company to be the surviving entity under the name "Apotheca Biosciences, Inc.".

Pursuant to the Agreement, our company agreed to issue to Apotheca Biosciences sixty million (60,000,000) shares of our common stock in exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of our company. Upon execution of the Agreement, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers to our company, with our current officer resigning his officer positions. On April 24, 2018 our company issued 60,000,000 restricted common shares as the consideration under the Agreement.

On March 20, 2018 our company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266 and $28,534 respectively.

On May 3, 2018 our company executed a Settlement and Release Agreement with Affordable Green Washington LLC (aka AGH WA, LLC) (the "Settlement Agreement") in order to terminate an Amended License Agreement dated June 1, 2017, cease the business relationship between the parties and remedy any defaults of the terms and conditions of the License Agreement. The compensation and settlement pertaining to Settlement Agreement is an aggregate total of 2,600,000 restricted common shares.

Effective August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving effect to the merger and the change of name of our company to Apotheca Biosciences Incorporated. The Merger was approved by our board of directors and our subsidiary on March 31, 2018. In accordance with Nevada Revised Statutes (NRS) Section 92A.180, stockholder approval was not required.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. We have minimal revenues and limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

Business of the Company

Upon the completion of the Agreement with Apotheca Biosciences, we are now a company that develops cutting-edge medical products and nutraceuticals and formulates and delivers technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.

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Six months ended July 31, 2018 and July 31, 2017

Results of Operations

The following summary of our results of operations, for the six months ended July 31, 2018, should be read in conjunction with our financial statements, as included in this Form 10-Q.

	Six Months Ended
	July 31,				Change
	2018		2017		Amount		%
Revenues	$	—	$	—	$	—		—
General and administrative		26,420		23,168		3,252		14	%
Settlement expense		1,985,025		-		-		100	%
Interest expense, net		5,520		2,346		3,174		135	%
Loss on extinguishment of debt		201,472		—		201,472		100	%
Net Loss	$	2,218,437	$	25,514	$	2,192,923		8595	%

For the six months ended July 31, 2018, we incurred $26,420 in general and administrative expenses, $1,985,025 in license and permits, $5,520 in interest expense resulting in a net loss of $2,218,437. For the six months ended July 31, 2017, we incurred $23,168 in general and administrative expenses and $2,346 in interest expense, resulting in an operating and net loss of $25,5114.

Liquidity and Capital Resources

From October 6, 2014 (inception) through July 31, 2018, we have relied almost exclusively on funds raised from sales of shares of our common stock or by advances from related parties.  We may need to raise additional capital to carry out our business plan. There can be no assurance that we will be able to raise additional capital or if we are able to raise additional capital that the terms will be acceptable to us.

We had cash on hand of $0 and $0.00 at July 31, 2018 and January 31, 2018, respectively. Our primary needs for cash are for working capital.

Working Capital

	July 31,				January 31,				Change
	2018				2018				Amount				%
Current Assets		$	-			$	-			$	-			-	%
Current Liabilities			2,018,528				222,249				1,796,279			(808	)%
Working Deficiency		$	(2,018,528	)		$	(222,249	)		$	(1,796,279	)		(808	)%

Cash Flows

	Six Months Ended July 31,
		2018		2017			Change
Cash Flows used in Operating Activities		$	-	$	$(29,367	)	$	(29,367	)
Cash Flows from Investing Activities			-		(60,000	)		(60,000	)
Cash Flows from Financing Activities			-		93,600			93,600
Net Decrease in Cash During Period		$	-	$	$4,233		$	4,233

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As of July 31, 2018 our company's cash balance was $0 and total assets were $0. As of January 31, 2018, our company's cash balance was $0.00 and total assets were $0.00.

As of July 31, 2018, our company had total liabilities of $2,018,528, compared with total liabilities of $222,249 as of January 31, 2018.

As of July 31, 2018, our company had working capital deficiency of $2,018,528 compared with working capital deficit of $222,249 as at January 31, 2018. The decrease in working capital deficiency was primarily attributed to a decrease in loan payable and loan payable – related parties.

Cash Flow from Operating Activities

During the six months ended July 31, 2018, our company used $0 in cash from operating activities, compared to $29,367 cash used in operating activities during the six months ended July 31, 2017.zz

Cash Flow from Investing Activities

During the six months ended July 31, 2018, our company used $0 in cash for investing activities, compared to $60,000 cash used for investing activities during the six months ended July 31, 2017.

Cash Flow from Financing Activities

Net cash from financing activities was $0 for the six months ended July 31, 2018 compared to net cash from financing activities of $93,600 for the six months ended July 31, 2017.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:  

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended Aril 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.  

Item 1A. Risk Factors

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation (ii) Bylaws
3.1	Articles of Incorporation	S-1	3.1	April 21, 2015
3.2	By-laws	S-1	3.2	April 21, 2015
3.3	Articles of Merger	8-K	2.1	August 29, 2018
3.4	Agreement of Merger	8-K	2.1	August 29, 2018
3.5	Certificate of Change	8-K	3.2	August 29, 2018
14.1	Code of Ethics	S-1	14.1	April 21, 2015
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
99.1	Apothica Pro-Forma Financials
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APOTHECA BIOSCIENCES, INC
	(Registrant)
Dated:  October 1, 2018	/s/ Saeed Talari
	Saeed Talari
	President, Chief Executive Officer, Chief Financial Officer, Chairman and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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