Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2018 | Dec. 17, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Apotheca Biosciences, Inc. | |
Entity Central Index Key | 1,632,053 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 114,398,250 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) | Oct. 31, 2018 | Apr. 30, 2018 |
Current assets | ||
Cash | $ 168,462 | $ 0 |
Deposits and prepaids | 6,000 | 0 |
Total Assets | 174,462 | 0 |
Current liabilities | ||
Accounts payable | 34,024 | 295 |
Accounts payable - related party | 3,724 | 0 |
Accrued liabilities | 51,053 | 30,000 |
Notes payable | 18,600 | 0 |
Related party advances | 0 | 1,947 |
Derivative liabilities | 579,660 | 0 |
Convertible note payable, net of discount of $291,687 | 8,313 | 0 |
Total liabilities | 695,374 | 32,242 |
Shareholders' Deficit | ||
Common stock: 600,000,000 authorized; $0.001 par value at October 31, 2018 and 200,000,000 authorized, $0.0001 par value at April 30, 2018 113,914,000 and 111,314,000 shares issued and outstanding at October 31, 2018 and April 30, 2018, respectively | 113,914 | 6,000 |
Additional paid in capital | (303,187) | 0 |
Shares to be issued, common shares | 73,700 | 0 |
Accumulated deficit | (405,339) | (38,242) |
Total Shareholders' Deficit | (520,912) | (32,242) |
Total Liabilities and Shareholders' Deficit | $ 174,462 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) | Oct. 31, 2018USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock, par value per share | $ / shares | $ 0.001 |
Common stock, shares authorized | 600,000,000 |
Common stock, shares issued | 113,914,000 |
Common stock, shares outstanding | 113,914,000 |
Discount | $ | $ 291,687 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended |
Oct. 31, 2018 | Oct. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Operating Expenses | ||
Personnel expenses | 45,000 | 120,000 |
General and administrative | 110,763 | 127,984 |
Total operating expenses | 155,763 | 247,984 |
Net loss from operations | (155,763) | (247,984) |
Other income (expense): | ||
Interest expense | (9,695) | (9,695) |
Gain on settlement of liability | 156,000 | 156,000 |
Derivative expense | (303,660) | (303,660) |
Total other income (expense) | (157,355) | (157,355) |
Net Income | $ (313,118) | $ (405,339) |
Basic and diluted loss per share | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding | 113,769,556 | 77,648,826 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | 8 Months Ended |
Oct. 31, 2018USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net Loss | $ (405,339) |
Adjustments to reconcile net loss to net cash used by operating activities | |
Change in fair value of derivative liabilities | 303,660 |
Stock issued in exchange for services | 6,000 |
Gain on settlement of liability | (156,000) |
Amortization of debt discount | 8,313 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (6,000) |
Accounts payable | 34,024 |
Accounts payable - related party | 3,724 |
Accrued liabilities | 62,840 |
Net Cash Used in Operating Activities | (149,138) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Cash received for subscription agreements | 73,700 |
Proceeds from convertible notes payable | 243,900 |
Net Cash Provided in Financing Activities | 317,600 |
Net increase in cash and cash equivalents | 168,462 |
Cash and cash equivalents, beginning of period | 0 |
Cash and cash equivalents, end of period | 168,462 |
Supplemental disclosure of cash flow information: | |
Cash paid for interest | 0 |
Supplemental disclosure of non-cash financing activities: | |
Shares issued to settle a liability | $ 1,144,000 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 8 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION 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 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 Apotheca Biosciences, Inc. (the "Company") was originally incorporated in the State of Nevada on October 6, 2014, under the name Pacificorp Holdings, Ltd. On June 2, 2017 the Company entered into a short form Merger Agreement with the Company’s wholly owned subsidiary in order to effect the change of their corporate name. The name change was effected through a parent/subsidiary short-form merger of the Company and its wholly-owned subsidiary, Cannabis Leaf Incorporated., a Nevada Corporation (the “Subsidiary”), under Section 92A.180 of the Nevada Revised Statutes (“NRS”). Pursuant to an Agreement of Merger, dated June 2, 2017, between the Company and the Subsidiary, effective June 7, 2017, the Subsidiary merged with and into the Company and ceased to exist (the “Merger”). Pacificorp Holdings, Ltd was the surviving entity and adopted the name of the subsidiary, Cannabis Leaf Incorporated. On March 6, 2018 an Agreement and Plan of Merger (the "Agreement") was made and entered into as of March 6, 2018 by and among Cannabis Leaf Incorporated (“CLI”) and Apotheca. The respective Boards of Directors of CLI and Apotheca determined that it was 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 (the "Merger"), with Apotheca as the surviving entity post-Merger, the respective Boards of Directors of CLI and the Apotheca 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. On August 2, 2018 giving Effect to the Merger 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 a development stage company. The Company has changed it business from a license holder with Affordable Green LLC of Tacoma WA to a cannabis bioscience company. Additionally, the Company has changed its name as a result of a merger with the Company’s wholly owned subsidiary Apotheca Biosciences, Inc. as a result of this merger Cannabis Leaf adopted the name of the subsidiary. The comparative balance sheet is the balance sheet audited as of April 30, 2018 for Apotheca Private. |
Significant Accounting Policies
Significant Accounting Policies | 8 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 and have not been reviewed. 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"). 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 there were no potentially dilutive securities. New Accountin Pronouncements In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard. In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2018 through the date these financial statements were issued. |
Merger
Merger | 8 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Merger | NOTE 3 – MERGER On March 6, 2018 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 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 giving Effect to the Merger 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 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. The following is the statement of stockholders’ equity as of October 31, 2018 reflecting the recapitalization. APOTHECA BIOSCIENCES, INC. Unaudited Pro Forma Condensed Consolidated Statement of Stockholders’ Equity for the Period From February 26, 2018 (Inception) through to October 31, 2018 Shares Amount Additional Paid in Capital Shares to be issued Accumulated (Deficit) Total Balances, February 26, 2018 - $ - $ - $ - $ - $ - Shares issued by Apotheca in exchange for services ($.001 par value) 60,000,000 6,000 - - - 6,000 Recapitalization on August 2, 2018 51,314,000 105,314 (1,444,587 ) (1,339,273 ) Shares issued in satisfaction of accrued liability (license settlement) 2,600,000 2,600 1,141,000 1,144,000 Shares to be issued 73,700 73,700 Net loss from February 26, 2018 through October 31, 2018 405,339 405,339 Balances, October 31, 2018 113,914,000 $ 113,914 $ (303,187 ) $ 73,7000 $ 405,339 $ (520,912 ) |
Going Concern
Going Concern | 8 Months Ended |
Oct. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 – GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. |
Accounts Payable - Related Part
Accounts Payable - Related Party | 8 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable - Related Party | NOTE 5 – ACCOUNTS PAYABLE – RELATED PARTY As of October 31, 2018, the Company has an accounts payable balance of $3,724 to a related party. The Company has a lease agreement with the related party, Nuvus Gro Corp, in which the Company pays $6,408 per month for office space. On October 15, 2018, the Company paid $2,684 towards the $6,408 rent due for October leaving a balance of $3,724. See Note 10. |
Accrued Liabilities
Accrued Liabilities | 8 Months Ended |
Oct. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 6 – ACCRUED LIABILITIES As of October 31, 2018, the Company has the following accrued liabilities: Amount Accrued salary – officer $ 38,791 Credit card 9,608 Accrued interest 2,654 Total $ 51,053 |
Notes Payable
Notes Payable | 8 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE As of October 31, 2018, the Company had outstanding notes payable totaling $18,600. The notes bear an interest rate of 5% per annum and are due upon demand giving 30 days written notice to the borrower. From inception through October 31, 2018, the Company recorded $464 in interest expense on the notes. |
Gain on Settlement of Liability
Gain on Settlement of Liability | 8 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Gain on Settlement of Liability | NOTE 8 – GAIN ON SETTLEMENT OF LIABILITY In May 2017, CLI, the accounting acquiree, entered into a Licensing Agreement with Affordable Green Washington LLC where the consideration was $2,100,000. On May 3, 2018 the CLI 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 was an aggregate total of 2,600,000 restricted Common Shares. On CLI’s balance sheet, a liability was recorded in the amount of $2,158,000, which was based on a fair value of $0.83 per share on the commitment date. As of the merger date, the liability balance of $1,300,000 was assumed by Apotheca in the merger. On August 7, 2018, Apotheca issued 2,600,000 in full satisfaction of the liability. On the date the shares were issued, the fair value of the shares were equal to $0.44. As a result, Apotheca recorded a gain on settlement of liability of $156,000. |
Convertible Note Payable
Convertible Note Payable | 8 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Convertible Note Payable | NOTE 9 – CONVERTIBLE NOTE PAYABLE On October 3, 2018, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, an accredited investor “Firstfire” pursuant to which the Company issued to Firstfire a Senior Convertible Promissory Note (“Note”) in the aggregate principal amount of $300,000. The Note The Company received net proceeds of $243,900 after a $24,000 original note discount and $32,100 of financing costs. The Note has a maturity date of October 3, 2019 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to Firstfire as set forth in the Note. The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.20 per share. The agreements contain down-round protection in the event the Company issues common stock at a lower price. In connection with the agreement, the Company issued detachable warrants to purchase 480,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration date of October 3, 2021. The warrants contain down-round protection in the event the Company issues common stock at a lower price. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Compound embedded derivative $ 408,373 Derivative warrants 128,544 Day-one derivative loss (260,917 ) Financing fees (32,100 ) Net proceeds $ (243,900 ) The net proceeds of $243,900 were allocated to the compound embedded derivative and derivative warrants. This resulted in a day-one derivative loss of $260,917. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $300,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $8,313. The carrying value of the Note as of October 31, 2018 amounted to $8,313. |
Derivative Financial Instrument
Derivative Financial Instruments | 8 Months Ended |
Oct. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Derivative Financial Instruments | NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of October 31, 2018 and the amounts that were reflected in income related to derivatives for the period ended: October 31, 2018 The financings giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivative 301,898 $ (439,548) Derivative warrants 480,000 (140,112) Total 781,898 $ (579,660) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended October 31, 2018 and for the period from February 26, 2018 (Inception) through to October 31, 2018: The financings giving rise to derivative financial instruments and the income effects: Three Months Ended December 31, 2013 Compound embedded derivative $ (31,175 ) Derivative warrants (11,568 ) Day-one derivative loss (260,917 ) Total gain (loss) $ (303,660 ) The Company’s face value $300,000 Secured Convertible Promissory Note and Detachable Warrants issued on October 3, 2018 gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Additionally the detachable warrants contained terms and features that gave rise to derivative liability classification. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities: Inception October 31, 2018 Quoted market price on valuation date $0.41 $0.44 Contractual conversion rate $0.20 $0.20 Contractual term to maturity 1.00 Year 0.92 Years Market volatility: Equivalent Volatility 163.10% 152.57% Interest rate 5.0% 5.0% The Company has selected the Black Scholes Merton valuation technique to fair value the detachable warrants because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Significant inputs and results arising from the Black Scholes Merton process are as follows for the detachable warrants classified in liabilities: Inception October 31, 2018 Quoted market price on valuation date $0.41 $0.44 Contractual strike price $0.3125 $0.3125 Range of effective contractual conversion rates -- -- Contractual term to maturity 3.00 Year 2.93 Years Market volatility: Volatility 166.14% 164.78% Risk-free interest rate 2.94% 2.93% The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the compound embedded derivatives during the quarter ended October 31, 2018. October 31, 2018 Balances at February 26, 2018 (Company Inception) $ -- Issuances: Compound embedded derivative 408,373 Detachable warrants 128,544 Changes in fair value inputs and assumptions reflected in income 42,743 Balances at October 31 $ 579,660 |
Lease Obligation
Lease Obligation | 8 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Lease Obligation | NOTE 11 –LEASE OBLIGATION On August 1, 2018, the Company entered into a lease agreement with Nuvus Gro Corp, a related party. The agreement provides for monthly rent payments in the amount of $6,408. The lease period is 24 months. Upon execution of the agreement, the Company was required to pay the last month’s rent deposit in the amount of $6,000. As of October 31, 2018, the Company recorded $19,224 in rent expense related to this agreement. The Companies remaining lease obligation is as follows: Period Amount Due Fiscal Year Ended January 31, 2019 $ 19,224 Fiscal Year Ended January 31, 2020 44,856 Total $ 64,080 |
Common Shares to be Issued
Common Shares to be Issued | 8 Months Ended |
Oct. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Common Shares to be Issued | NOTE 12 –COMMON SHARES TO BE ISSUED From inception through October 31, 2018, the Company received cash totaling $73,700 in exchange for 184,250 shares of common stock at $0.40 per share. As of October 31, 2018 the shares had not been issued. As such, the value of $73,700 was recorded in equity under shares to be issued, common shares. |
Equity
Equity | 8 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Equity | NOTE 13 –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. As of October 31, 2018, the company had 113,914,000 shares of common stock issued and outstanding. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS Share issuances Subsequent to the reporting period, the Company issued 300,000 shares to its President Sam Talari for a bonus. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 8 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 and have not been reviewed. 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"). 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 | 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 | 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 | Basic and Diluted Earnings Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share there were no potentially dilutive securities. |
New Accounting Pronouncements | New Accountin Pronouncements In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard. In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2018 through the date these financial statements were issued. |
Merger (Tables)
Merger (Tables) | 8 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Merger | The following is the statement of stockholders’ equity as of October 31, 2018 reflecting the recapitalization. APOTHECA BIOSCIENCES, INC. Unaudited Pro Forma Condensed Consolidated Statement of Stockholders’ Equity for the Period From February 26, 2018 (Inception) through to October 31, 2018 Shares Amount Additional Paid in Capital Shares to be issued Accumulated (Deficit) Total Balances, February 26, 2018 - $ - $ - $ - $ - $ - Shares issued by Apotheca in exchange for services ($.001 par value) 60,000,000 6,000 - - - 6,000 Recapitalization on August 2, 2018 51,314,000 105,314 (1,444,587 ) (1,339,273 ) Shares issued in satisfaction of accrued liability (license settlement) 2,600,000 2,600 1,141,000 1,144,000 Shares to be issued 73,700 73,700 Net loss from February 26, 2018 through October 31, 2018 405,339 405,339 Balances, October 31, 2018 113,914,000 $ 113,914 $ (303,187 ) $ 73,7000 $ 405,339 $ (520,912 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 8 Months Ended |
Oct. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued liabilities | As of October 31, 2018, the Company has the following accrued liabilities: Amount Accrued salary – officer $ 38,791 Credit card 9,608 Accrued interest 2,654 Total $ 51,053 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 8 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Convertible Note Payable | Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Compound embedded derivative $ 408,373 Derivative warrants 128,544 Day-one derivative loss (260,917 ) Financing fees (32,100 ) Net proceeds $ (243,900 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 8 Months Ended |
Oct. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Derivative financial instruments | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of October 31, 2018 and the amounts that were reflected in income related to derivatives for the period ended: October 31, 2018 The financings giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivative 301,898 $ (439,548) Derivative warrants 480,000 (140,112) Total 781,898 $ (579,660) |
Derivative financial instruments and income effects | The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended October 31, 2018 and for the period from February 26, 2018 (Inception) through to October 31, 2018: The financings giving rise to derivative financial instruments and the income effects: Three Months Ended December 31, 2013 Compound embedded derivative $ (31,175 ) Derivative warrants (11,568 ) Day-one derivative loss (260,917 ) Total gain (loss) $ (303,660 ) |
Embedded derivative | Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities: Inception October 31, 2018 Quoted market price on valuation date $0.41 $0.44 Contractual conversion rate $0.20 $0.20 Contractual term to maturity 1.00 Year 0.92 Years Market volatility: Equivalent Volatility 163.10% 152.57% Interest rate 5.0% 5.0% Significant inputs and results arising from the Black Scholes Merton process are as follows for the detachable warrants classified in liabilities: Inception October 31, 2018 Quoted market price on valuation date $0.41 $0.44 Contractual strike price $0.3125 $0.3125 Range of effective contractual conversion rates -- -- Contractual term to maturity 3.00 Year 2.93 Years Market volatility: Volatility 166.14% 164.78% Risk-free interest rate 2.94% 2.93% |
Changes in fair value inputs and assumptions | The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the compound embedded derivatives during the quarter ended October 31, 2018. October 31, 2018 Balances at February 26, 2018 (Company Inception) $ -- Issuances: Compound embedded derivative 408,373 Detachable warrants 128,544 Changes in fair value inputs and assumptions reflected in income 42,743 Balances at October 31 $ 579,660 |
Lease Obligation (Tables)
Lease Obligation (Tables) | 8 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | The Companies remaining lease obligation is as follows: Period Amount Due Fiscal Year Ended January 31, 2019 $ 19,224 Fiscal Year Ended January 31, 2020 44,856 Total $ 64,080 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narratives) | 8 Months Ended |
Oct. 31, 2018shares | |
Accounting Policies [Abstract] | |
Potentially dilutive securities | 0 |
Merger (Details)
Merger (Details) | 8 Months Ended |
Oct. 31, 2018USD ($)shares | |
Common Stock | |
Beginning Balance, Value | |
Beginning Balance, Shares | |
Shares issued by Apotheca in exchange for services, Value | $ 6,000 |
Shares issued by Apotheca in exchange for services, shares | shares | 60,000,000 |
Recapitalization, Value | $ 105,314 |
Recapitalization, Shares | shares | 51,314,000 |
Shares issued in satisfaction of accrued liability (license settlement), Value | $ 2,600 |
Shares issued in satisfaction of accrued liability (license settlement), shares | shares | 2,600,000 |
Ending Balance | $ 113,914 |
Ending Balance, Shares | shares | 113,914,000 |
Additional Paid-In Capital | |
Beginning Balance, Value | |
Shares issued by Apotheca in exchange for services, Value | |
Recapitalization, Value | (1,444,587) |
Shares issued in satisfaction of accrued liability (license settlement), Value | 1,141,000 |
Ending Balance | (303,187) |
Shares to be issued | |
Beginning Balance, Value | |
Shares issued by Apotheca in exchange for services, Value | |
Shares to be issued | 73,700 |
Ending Balance | 737,000 |
Accumulated (Deficit) | |
Beginning Balance, Value | |
Shares issued by Apotheca in exchange for services, Value | |
Net loss | (405,339) |
Ending Balance | (405,339) |
Beginning Balance, Value | |
Shares issued by Apotheca in exchange for services, Value | 6,000 |
Recapitalization, Value | (1,339,273) |
Shares issued in satisfaction of accrued liability (license settlement), Value | 1,144,000 |
Shares to be issued | 73,700 |
Net loss | (405,339) |
Ending Balance | $ (520,912) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2018 | Apr. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 168,462 | $ 168,462 | $ 0 |
Negative working capital | 520,912 | 520,912 | $ 32,242 |
Net loss | $ (313,118) | $ (405,339) |
Accounts Payable - Related Pa_2
Accounts Payable - Related Party (Details Narrative) - USD ($) | Oct. 15, 2018 | Oct. 31, 2018 | Apr. 30, 2018 |
Notes to Financial Statements | |||
Accounts payable - related party | $ 3,724 | $ 0 | |
Monthly office rent | $ 6,408 | ||
Rent paid | $ 2,684 | ||
Rent | $ 3,724 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) - USD ($) | Oct. 31, 2018 | Apr. 30, 2018 |
Payables and Accruals [Abstract] | ||
Accrued salary - officer | $ 38,791 | |
Credit card | 9,608 | |
Accrued interest | 2,654 | |
Total | $ 51,053 | $ 30,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 8 Months Ended | |
Oct. 31, 2018 | Apr. 30, 2018 | |
Short-term Debt [Line Items] | ||
Notes payable | $ 18,600 | $ 0 |
Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $ 18,600 | |
Interest rate | 5.00% | |
Interest expense on notes | $ 464 |
Gain on Settlement of Liabili_2
Gain on Settlement of Liability (Details Narrative) - USD ($) | Aug. 07, 2018 | May 03, 2018 | May 31, 2017 | Oct. 31, 2018 | Oct. 31, 2018 | Mar. 26, 2018 |
Liability | $ 1,300,000 | |||||
Gain on settlement of liability | $ 156,000 | $ 156,000 | ||||
Licensing Agreement | Affordable Green Washington [Member] | ||||||
Consideration | $ 2,100,000 | |||||
Licensing Agreement | CLI [Member] | ||||||
Shares issued to satisfy liability | 2,600,000 | |||||
Liability | $ 2,158,000 | |||||
Fair value of share | $ 0.83 | |||||
Settlement and Release Agreement [Member] | ||||||
Shares issued to satisfy liability | 2,600,000 | |||||
Gain on settlement of liability | $ 156,000 | |||||
Fair value of share | $ 0.44 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) | 8 Months Ended |
Oct. 31, 2018USD ($) | |
Notes to Financial Statements | |
Compound embedded derivative | $ 408,373 |
Derivative warrants | 128,544 |
Day-one derivative loss | (260,917) |
Financing fees | (32,100) |
Net proceeds | $ (243,900) |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Narrative) - USD ($) | Oct. 03, 2018 | Oct. 31, 2018 | Apr. 30, 2018 |
Convertible Note Payable | $ 8,313 | $ 0 | |
Proceeds from convertible notes payable | 243,900 | ||
Financing costs | 32,100 | ||
Day-one derivative loss | $ (260,917) | ||
Secured Convertible Promissory Note Agreement [Member] | |||
Convertible Note Payable | $ 300,000 | ||
Original issue discount | $ 24,000 | ||
Interest Rate | 5.00% | ||
Maturity Date | Oct. 3, 2019 | ||
Option per share | $ 0.20 | ||
Strike price | $ 0.3125 | ||
Expiration date | Oct. 3, 2021 | ||
Amortization expense | $ 8,313 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) | 8 Months Ended |
Oct. 31, 2018USD ($)shares | |
Derivative Financial Instruments Abstract | |
Compound embedded derivative, Indexed Shares | shares | 301,898 |
Compound embedded derivative, Fair values | $ | $ (439,548) |
Derivative warrants, Indexed Shares | shares | 480,000 |
Derivative warrants, Fair values | $ | $ (140,112) |
Total, Indexed Shares | shares | 781,898 |
Total, Fair values | $ | $ (579,660) |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details 1) - USD ($) | 3 Months Ended | 8 Months Ended |
Oct. 31, 2018 | Oct. 31, 2018 | |
Derivative Financial Instruments Abstract | ||
Compound embedded derivative | $ (31,175) | |
Derivative warrants | (11,568) | |
Day-one derivative loss | (260,917) | |
Total gain (loss) | $ (303,660) | $ (303,660) |
Derivative Financial Instrume_5
Derivative Financial Instruments (Details 2) - Monte Carlo Simulations process [Member] - $ / shares | Feb. 25, 2018 | Oct. 31, 2018 |
Quoted market price on valuation date | 0.41 | 0.44 |
Contractual conversion rate | $ 0.20 | $ 0.20 |
Contractual term to maturity | 1 year | 11 months 1 day |
Equivalent Volatility | 163.10% | 152.57% |
Interest rate | 5.00% | 5.00% |
Derivative Financial Instrume_6
Derivative Financial Instruments (Details 3) - Black Scholes Merton process [Member] - $ / shares | Feb. 25, 2018 | Oct. 31, 2018 |
Quoted market price on valuation date | 0.41 | 0.44 |
Contractual strike price | 0.31 | 0.31 |
Range of effective contractual conversion rates | $ 0 | $ 0 |
Contractual term to maturity | 3 years | 2 years 11 months 4 days |
Volatility | 166.14% | 164.78% |
Risk-free interest rate | 2.94% | 2.93% |
Derivative Financial Instrume_7
Derivative Financial Instruments (Details 4) | 8 Months Ended |
Oct. 31, 2018USD ($) | |
Derivative Financial Instruments Abstract | |
Balance at beginning | $ 0 |
Issuances: | |
Compound embedded derivative | 408,373 |
Detachable warrants | 128,544 |
Changes in fair value inputs and assumptions reflected in income | 42,743 |
Balances at end | $ 579,660 |
Derivative Financial Instrume_8
Derivative Financial Instruments (Details Narrative) - USD ($) | Oct. 31, 2018 | Oct. 03, 2018 | Apr. 30, 2018 |
Convertible Note Payable | $ 8,313 | $ 0 | |
Secured Convertible Promissory Note Agreement [Member] | |||
Convertible Note Payable | $ 300,000 |
Lease Obligation (Details)
Lease Obligation (Details) | Oct. 31, 2018USD ($) |
Leases [Abstract] | |
Fiscal Year Ended January 31, 2019 | $ 19,224 |
Fiscal Year Ended January 31, 2020 | 44,856 |
Total | $ 64,080 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) | 8 Months Ended |
Oct. 31, 2018USD ($) | |
Leases [Abstract] | |
Monthly office rent | $ 6,408 |
Rent expenses | 19,224 |
Rent deposit | $ 6,000 |
Common Shares to be Issued (Det
Common Shares to be Issued (Details Narrative) - USD ($) | 8 Months Ended | |
Oct. 31, 2018 | Apr. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | ||
Common stock issued in exchange for cash, value | $ 73,700 | |
Common stock issued in exchange for cash, share | 184,250 | |
Share Price | $ 0.40 | |
Shares to be issued, common shares | $ 73,700 | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Oct. 31, 2018 | Apr. 30, 2018 |
Disclosure Equity Abstract | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 200,000,000 |
Common stock, shares issued | 113,914,000 | 111,314,000 |
Common stock, shares outstanding | 113,914,000 | 111,314,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Nov. 01, 2018 | Oct. 31, 2018 | Apr. 30, 2018 |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 113,914,000 | 111,314,000 | |
Subsequent Event [Member] | President [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 300,000 |