| Subsequent Events | 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. (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 | NOTE 10 - SUBSEQUENT EVENTS On May 3, 2018 Cannabis Leaf, Inc. (the
Registrant) 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. On April 26, 2018 Cannabis Leaf, Inc. (the
Registrant) provided a Notice of Termination to Green Venture Capital Inc., Pursuant to the Letter of Intent entered into by Cannabis
Leaf, Inc. and Green Venture Capital, Inc. on October 24, 2017 and pursuant to Section L. of the Letter of Intent, No Consideration
has been paid to date. On March 6, 2018, An Agreement for Plan of Merger (the "Agreement")
was entered into by Cannabis Leaf Incorporated. ("Cannabis Leaf"), a Nevada Corporation, and Apotheca Biosciences, Inc.
("Apotheca Biosciences"), a Nevada Corporation. Such Agreement will result in the merger of Apotheca Biosciences into Cannabis
Leaf with the Corporation to survive as Apotheca Biosciences. Apotheca Biosciences and Cannabis Leaf entered into the Merger
Agreement where Cannabis Leaf agreed to issue Apotheca Biosciences sixty million (60,000,000) common shares of Cannabis Leaf in
exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of Cannabis Leaf. Under
the Agreement, upon closing, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers
of the surviving corporation by the resignation of the existing officer of Cannabis Leaf and the simultaneous appointment of the
officers and two additional directors. 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. On April 24, 2018 the Company Issued a 60,000,000 restricted
common shares as the consideration, as part of the terms and conditions of the Merger Agreement between Cannabis Leaf and Apotheca
Biosciences. |
