Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jul. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | Cannabis Leaf, Inc. |
Entity Central Index Key | 1,632,053 |
Document Type | 10-Q/A |
Document Period End Date | Jul. 31, 2017 |
Amendment Flag | true |
Amendment Description | Explanatory Note This Amendment No. 1 to Form 10-Q/A amends and restates the quarterly report on Form 10-Q of the Company for the six months ended July 31, 2017, as originally filed with SEC on September 14, 2017. This Form 10-Q/A is being filed to restate the Company’s condensed financial statements in Item 1 in their entirety and related disclosures (including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2) for the six months ended July 31, 2017. As more fully described in Note 1 to the condensed financial statements, management determined that previously issued unaudited condensed financial statements issued for the six months ended July 31, 2017 contained an error that the Company inadvertently omitted payments made to the Licensor in the amount of $19, 975. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the six months ended July 31, 2017 condensed financial statements were material. On December 18, 2017, after review by our independent registered public accounting firm, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the six months ended July 31, 2017. Although this Form 10-Q/A supersedes the previously issued unaudited condensed financial statements issued for the three months ended July 31, 2017 in its entirety, this Form 10-Q/A only amends and restates Item 1 and certain provisions of Item 2 as a result of and to reflect the restatements, as well as immaterial conforming changes to other Items. No other information in the original filing is amended hereby. While the foregoing items have been updated, this amended report does not reflect any other events occurring after the original filing. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively. |
Current Fiscal Year End Date | --01-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 50,340,000 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,018 |
Balance Sheet
Balance Sheet - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 |
Current assets: | ||
Cash | $ 4,722 | $ 489 |
Prepaid Expenses | 4,000 | |
Total Current Assets | 8,722 | 489 |
Total assets | 8,722 | 489 |
Current liabilities: | ||
Accounts Payable and Accrued Liabilities | 2,402 | 4,601 |
Accrued Interest | 1,489 | |
Note Payable | 94,975 | |
Note Payable-Related Party | 47,134 | 28,534 |
Total liabilities | 146,000 | 33,135 |
Stockholders' deficit: | ||
Common stock; authorized 100,000,000; 50,340,000 shares at $0.001 par value | 50,340 | 50,340 |
Additional Paid in Capital | ||
Accumulated Deficit | (187,618) | (82,986) |
Total stockholders' deficit | (137,278) | (32,646) |
Total liabilities and stockholders' equity | $ 8,722 | $ 489 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Jul. 31, 2017 | Jan. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,340,000 | 50,340,000 |
Common stock, shares outstanding | 50,340,000 | 50,340,000 |
Statements Of Operations (Unaud
Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | |
Operating Expenses: | ||||
General and administrative expenses | $ 18,853 | $ 23,168 | ||
Impairment of Deposit on License | 79,975 | 4,159 | 79,975 | 8,479 |
Total Operating Expenses | 98,828 | 4,159 | 103,143 | 8,479 |
Other Expenses | ||||
Interest Expense, net | (2,060) | (659) | (2,798) | (1,653) |
Net loss for the period | $ (100,888) | $ (4,818) | $ (105,941) | $ (10,132) |
Net loss per share: | ||||
Basic and diluted | ||||
Weighted average number of shares outstanding: | ||||
Basic and diluted | 50,340,000 | 50,340,000 | 50,340,000 | 50,340,000 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2017 | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Net loss | $ (100,888) | $ (4,818) | $ (105,941) | $ (10,132) | |
Imputed Interest Expense | 1,309 | 1,653 | |||
Accrued Interest | 1,489 | ||||
Changes in operating assets and liabilities: | |||||
Impairment of deposit on license | (79,975) | ||||
Prepaid Expenses | 4,000 | (2,539) | |||
Accounts Payable | (2,199) | ||||
Net Cash (Used) in Operating activities | (29,367) | (5,940) | |||
Cash flows from Investing Activities: | |||||
Deposit on License | 79,975 | ||||
Net cash (used) in Investing Activities | (79,975) | ||||
Cash flows from financing activities: | |||||
Proceeds from note payable - related party | 18,600 | ||||
Proceeds from note payable | 94,975 | ||||
Contributions from Shareholder | 5,700 | ||||
Net cash provided by financing activities | 113,575 | 5,700 | |||
Increase (Decrease) in cash during the period | 4,233 | (240) | |||
Cash, beginning of period | 489 | 3,358 | $ 3,358 | ||
Cash, end of period | $ 4,722 | $ 3,118 | 4,722 | 3,118 | $ 489 |
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period Taxes | |||||
Cash paid during the period Interest |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 6 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION Pacificorp Holdings, Ltd. (the "Company") was incorporated in the State of Nevada on October 6, 2014. 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. Restatement of Previously Issued Condensed Financial Statements In connection with the review of the Form 10-Q , management determined that previously issued unaudited condensed financial statements issued for the three months and six months ended July 31, 2017 contained an error with respect to the license fees paid to the Licensor by the Company. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the three and six months ended July 31, 2017 and concluded that it was material and the financial statements for the three and six month period ended July 31, 2017 should be corrected and restated. On December 18, 2017, after review by our independent registered public accounting firm, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the three and six months ended July 31, 2017 to reflect the correction of the previously identified error in the unaudited financial statements for this period. The Company restated the unaudited condensed balance sheet as of July 31, 2017 and the unaudited condensed statements of operations and cash flows for the three months ended July 31, 2017. There was an impact to our total assets and our liabilities in the amounts of $79,975 and 19,975 respectively, as a result of these errors. Additionally, (See” Note 11”). |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2017 | |
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. 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 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, 2017. 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. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of July 31, 2017 and January 31, 2017, there were no cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company utilizes FASB ACS 740, “ Income Taxes The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our "major" tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “ Fair Value Measurements and Disclosures FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Basic and Diluted Earnings Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. This standard has no material effect on our financial statements In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. This standard has no material effect on our financial statements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted this standard has no material effect on our financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS. In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its CFS. In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this ASU changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements. Part II does not have an accounting effect. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Management is currently evaluating the potential impact of these changes on the CFS of the Company. As of December 27, 2017, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements to have a material impact on the Company’s CFS. Recent Accounting Pronouncements – Not Adopted In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued financial statements are available to be issued financial statements are issued financial statements are available to be issued probable When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements. In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013 and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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. |
Deposit On License Impairment
Deposit On License Impairment | 6 Months Ended |
Jul. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Deposit on License Impairment | NOTE 4- DEPOSIT ON LICENSE As of July 31, 2017, the Company has paid a total of $79,975 as a deposit on their License with Affordable Green LLC. During the period ended July 31, 2017, the Company recorded impairment charges related to the deposit paid to Affordable Green LLC totaling $79,975 as the Company failed to make the requisite payments under the terms of the agreement. Additionally, there is not an amended or new agreement currently in place. The Company is continuing to make payments on the license and is recognizing costs related to these activities as expenses during the period in which they are incurred. All funds used for the deposit on license were received by way of short term loans that bear a 5% annual interest rate. |
Note Payable From Related Party
Note Payable From Related Party | 6 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
Note Payable from Related Party | NOTE 5 – NOTE PAYABLE FROM RELATED PARTY As of July 31, 2017 and January 31, 2017 and for the same periods in the previous year the Company received advances totaling $47,134 and $28,062 respectively from related parties, the advances are unsecured, of which $28,534 is non-interest bearing and is due upon demand giving 30 days written notice to the borrower. A balance of $18,600 was received from a related party and bares an interest rate of 5% per annum, and is due upon demand giving 30 days written notice to the borrower. The Company has recorded imputed interest of $1,309 and accrued interest of $325 respectively for the six month period ending July 31, 2017. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jul. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | NOTE 6 – PREPAID EXPENSES As of July 31, 2017, the Company has prepaid expenses of $4,000 for legal fees. |
Related Party Contributions
Related Party Contributions | 6 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Contributions | NOTE 7 – RELATED PARTY CONTRIBUTIONS During the three month period ending July 31, 2017 and 2016 the Company received contributions totaling $0 and $5,700 from a related party, these contributions were to pay for Audit fees and interim review fees. These contributions are not to be repaid and are recorded under additional paid in capital. |
Note Payable
Note Payable | 6 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 8 – NOTE PAYABLE As of July 31, 2017, the Company received advances totaling $94,975 from an unrelated party, the advances are unsecured and bare an interest rate of 5% per annum, and are due upon demand giving 30 days written notice to the borrower. The Company has recorded accrued interest of $1,164 for the six month period ending July 31, 2017. |
Forward Split
Forward Split | 6 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Forward Split | NOTE 9 – FORWARD SPLIT On June 26, 2017, FINRA approved a 6 to 1 Forward split, all numbers reflected in the Financial Statements account for the forward split and have been retroactively adjusted. |
Change Of Independent Public Ac
Change Of Independent Public Accounting Firm | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Change Of Independent Public Accounting Firm | NOTE 10—CHANGE OF INDEPENDENT PUBLIC ACCOUNTING FIRM On December 14, 2017, Cannabis Leaf, Inc. (the “Company”) dismissed TAAD, LLP as its independent registered public accounting firm. TAAD LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2017 and January 31, 2016 contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise additional working capital to service its debt and for its planned activity. Other than as disclosed in Item 4.01(a)(ii) TAAD, LLP’s report on the financial statements for either of the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii) of Regulation S-K. The Company’s Board of Directors approved the decision to change its independent registered public accounting firm. During the fiscal years ended January 31, 2017 and January 31, 2016, and the subsequent interim periods and further through the date of dismissal of, there have been no disagreements with TAAD, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K. During the fiscal years ended January 31, 2017 and January 31, 2016, and further through the date of dismissal of TAAD, LLP , TAAD, LLP did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K. The Company Dismissed TAAD LLP as a decision by Management Engagement of New Independent Registered Public Accounting Firm On December 15, 2017, the Company engaged (“BF Borgers CPA, PC) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending January 31, 2018. During the past two fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult with BF Borgers CPA, PC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BF Borgers CPA, PC concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304 (a)(1)(v) of Regulation S-K. |
Restatement Of Previously Issue
Restatement Of Previously Issued Unaudited Condensed Financial Statements | 6 Months Ended |
Jul. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement Of Previously Issued Unaudited Condensed Financial Statements | NOTE 11 – RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED CONDENSED FINANCIAL STATEMENTS In connection with the review of the Form 10-Q , management determined that previously issued unaudited condensed financial statements issued for the three months ended July 31, 2017 contained an error with respect to the license fees paid to the Licensor. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the three and six months ended July 31, 2017 condensed financial statements were material. On December 18, 2017, after review by our independent registered public accounting firm and legal counsel, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the three months ended July 31, 2017 to reflect the correction of the previously identified error in the unaudited financial statements. With respect to unaudited condensed financial statements issued for the three and six months ended July 31, 2017 contained an error that in so far as the Company inadvertently omitted payments made to the Licensor in the amount of $19, 975. The Company has applied the omitted payments and restated the balance sheet as of July 31, 2017 and the statements of operations and cash flows for the three and six months ended July 31, 2017 to reflect the correcting book entry CANNABIS LEAF INC. BALANCE SHEETS AS OF JULY 31, 2017 RESTATED As originally Amount of As Restated Presented Restatement ASSETS CURRENT ASSETS: Cash $ 4,722 $ — $ 4,722 Prepaid expenses 4,000 — 4,000 Non-current Assets Deposit on License 60,000 (79,975 ) — TOTAL ASSETS $ 68,722 $ (79,975 ) $ 8,722 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts Payable 2,402 — 2,402 Accrued Interest — 1,489 1,489 Note Payable 75,712 19,263 94,975 Note Payable - Related Party 47,459 (325 ) 47,134 TOTAL CURRENT LIABILITIES 125,573 20,427 146,000 TOTAL LIABILITIES 125,573 (20,427 ) 146,000 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. 50,340 — 50,340 Additional Paid in Capital — — — Deficit accumulated (107,191 ) (80,427 ) (187,618 ) TOTAL STOCKHOLDERS' DEFICIT (56,851 ) (80,427 ) (137,278 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 68,722 $ (60,000 ) $ 8,722 See accompanying notes to the financial statements CANNABIS LEAF INC. STATEMENTS OF OPERATIONS THE THREE MONTHS ENDED JULY 31, 2017 As originally Amount of As Restated Presented Restatement Revenue $ — $ — $ — Operating expenses General and administrative expenses 18,853 — 18,853 Impairment of Deposit on License — 79,975 79,975 Total operating expenses 18,853 79,975 98,828 Other expenses Interest expense, net 1,608 452 2,060 Net Loss $ (20,461 ) $ (80,427 ) $ (100,888 ) Net loss per share - Basic and Diluted $ 0.00 $ — $ 0.00 Weighted average shares outstanding, Basic and diluted 50,340,000 — 50,340,000 See accompanying notes to the financial statements CANNABIS LEAF INC. STATEMENTS OF OPERATIONS SIX MONTHS ENDED JULY 31, 2017 RESTATED As originally Amount of As Restated Presented Restatement Revenue $ — $ — $ — Operating expenses General and administrative expenses 23,168 — 23,168 Impairment of Deposit on License — 79,975 79,975 Total operating expenses 23,168 79,975 103,143 Other expenses Interest expense, net 2,346 452 2,798 Net Loss $ (25,514 ) $ (80427 ) $ (105,941 ) Net loss per share - Basic and Diluted $ 0.00 $ — $ 0.00 — Weighted average shares outstanding, Basic and diluted 50,340,000 — 50,340,000 See accompanying notes to the financial statements CANNABIS LEAF, INC. STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JULY 31, 2017 RESTATED As Originally Presented Amount of Restatement As Restated Cash flow from operating activities: Adjustments to reconcile net loss to net cash used in operating activities Net loss $ (25,514 ) $ (80,427 ) $ (105,941 ) Imputed Interest Expense 1,309 — 1,309 Accrued Interest 1,037 452 1,489 Changes in operating assets and liabilities: Impairment of deposit on license 0 79,975 79,975 Prepaid Expenses (4,000 ) — (4,000 ) Accounts Payable (2,199 ) — (2,199 ) Net Cash (Used) in Operating activities $ (29,367 ) $ — $ (29,367 ) Cash flows from Investing Activities Deposit on License (60,000 ) (19,975 ) (79,975 ) Net cash (used) in Investing activities (60,000 ) (19,975 ) (79,975 ) Cash flows from financing activities: Proceeds from note payable - related party 18,600 — 18,600 Proceeds from note payable 75,000 19,975 94,975 Net cash provided by financing activities 93,600 19,975 113,575 Decrease in cash during the period 4,233 — 4,233 Cash, beginning of period 489 — 489 Cash, end of period $ 4,722 $ — $ 4,722 Supplemental disclosure of cash flow information: Cash paid during the period Taxes $ — $ — $ — Interest $ — $ — $ — See accompanying notes to the financial statements |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10—SUBSEQUENT EVENTS On August 1, 2017, Jason Sakowski the registrants current President and CEO and a director entered in to purchase agreements with the former directors and officers of the Registrant to purchase an aggregate total of twenty seven million (27,000,000) Restricted Common Shares, resulting in a change in control of the Registrant. The purchase price for the shares is $10,000 and $5,000 respectively and is due and payable on or before March 31, 2018. The Share Purchase Agreements contains other terms and conditions. The foregoing summary description of the terms of the Share Purchase Agreements may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Share purchase Agreements, may viewed in their entirety which were filed as Exhibit 10.1 and 10.2 respectively on Form 8-K. As of July 31, 2017, the license agreement with Affordable Green LLC is in default. However, the Company and Affordable Green are working together to remedy the default. To date the Company has paid a total of $79,975 as a deposit on their License with Affordable Green LLC and subsequently have paid an additional $62,480 for an aggregate total of $142,455 as of November 29, 2017 all funds received were by of short term loans that bear a 5% annual interest rate. On December 14, 2017, Cannabis Leaf, Inc. (the “Company”) dismissed TAAD, LLP as its independent registered public accounting firm. TAAD LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2017 and January 31, 2016 contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise additional working capital to service its debt and for its planned activity. Other than as disclosed in Item 4.01(a)(ii) TAAD, LLP’s report on the financial statements for either of the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii) of Regulation S-K. The Company’s Board of Directors approved the decision to change its independent registered public accounting firm. During the fiscal years ended January 31, 2017 and January 31, 2016, and the subsequent interim periods and further through the date of dismissal of, there have been no disagreements with TAAD, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K. During the fiscal years ended January 31, 2017 and January 31, 2016, and further through the date of dismissal of TAAD, LLP , TAAD, LLP did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K. The Company Dismissed TAAD LLP as a decision by Management Engagement of New Independent Registered Public Accounting Firm On December 15, 2017 the Company engaged (“BF Borgers CPA, PC) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending January 31, 2018. During the past two fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult with BF Borgers CPA, PC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BF Borgers CPA, PC concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304 (a)(1)(v) of Regulation S-K. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2017 | |
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. 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 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, 2017. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of July 31, 2017 and January 31, 2017, there were no cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company utilizes FASB ACS 740, “ Income Taxes The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our "major" tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “ Fair Value Measurements and Disclosures FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. This standard has no material effect on our financial statements In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. This standard has no material effect on our financial statements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted this standard has no material effect on our financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS. In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its CFS. In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this ASU changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements. Part II does not have an accounting effect. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Management is currently evaluating the potential impact of these changes on the CFS of the Company. As of December 27, 2017, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements to have a material impact on the Company’s CFS. |
Recent Accounting Pronouncements - Not Adopted | Recent Accounting Pronouncements – Not Adopted In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued financial statements are available to be issued financial statements are issued financial statements are available to be issued probable When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements. In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013 and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements. |
Restatement Of Previously Iss19
Restatement Of Previously Issued Unaudited Condensed Financial Statements (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Restatement Of Previously Issued Unaudited Condensed Financial Statements Tables | |
Schedule of Previously Recorded and Restated Statements | CANNABIS LEAF INC. BALANCE SHEETS AS OF JULY 31, 2017 RESTATED As originally Amount of As Restated Presented Restatement ASSETS CURRENT ASSETS: Cash $ 4,722 $ — $ 4,722 Prepaid expenses 4,000 — 4,000 Non-current Assets Deposit on License 60,000 (79,975 ) — TOTAL ASSETS $ 68,722 $ (79,975 ) $ 8,722 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts Payable 2,402 — 2,402 Accrued Interest — 1,489 1,489 Note Payable 75,712 19,263 94,975 Note Payable - Related Party 47,459 (325 ) 47,134 TOTAL CURRENT LIABILITIES 125,573 20,427 146,000 TOTAL LIABILITIES 125,573 (20,427 ) 146,000 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. 50,340 — 50,340 Additional Paid in Capital — — — Deficit accumulated (107,191 ) (80,427 ) (187,618 ) TOTAL STOCKHOLDERS' DEFICIT (56,851 ) (80,427 ) (137,278 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 68,722 $ (60,000 ) $ 8,722 See accompanying notes to the financial statements CANNABIS LEAF INC. STATEMENTS OF OPERATIONS THE THREE MONTHS ENDED JULY 31, 2017 As originally Amount of As Restated Presented Restatement Revenue $ — $ — $ — Operating expenses General and administrative expenses 18,853 — 18,853 Impairment of Deposit on License — 79,975 79,975 Total operating expenses 18,853 79,975 98,828 Other expenses Interest expense, net 1,608 452 2,060 Net Loss $ (20,461 ) $ (80,427 ) $ (100,888 ) Net loss per share - Basic and Diluted $ 0.00 $ — $ 0.00 Weighted average shares outstanding, Basic and diluted 50,340,000 — 50,340,000 See accompanying notes to the financial statements CANNABIS LEAF INC. STATEMENTS OF OPERATIONS SIX MONTHS ENDED JULY 31, 2017 RESTATED As originally Amount of As Restated Presented Restatement Revenue $ — $ — $ — Operating expenses General and administrative expenses 23,168 — 23,168 Impairment of Deposit on License — 79,975 79,975 Total operating expenses 23,168 79,975 103,143 Other expenses Interest expense, net 2,346 452 2,798 Net Loss $ (25,514 ) $ (80427 ) $ (105,941 ) Net loss per share - Basic and Diluted $ 0.00 $ — $ 0.00 — Weighted average shares outstanding, Basic and diluted 50,340,000 — 50,340,000 See accompanying notes to the financial statements CANNABIS LEAF, INC. STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JULY 31, 2017 RESTATED As Originally Presented Amount of Restatement As Restated Cash flow from operating activities: Adjustments to reconcile net loss to net cash used in operating activities Net loss $ (25,514 ) $ (80,427 ) $ (105,941 ) Imputed Interest Expense 1,309 — 1,309 Accrued Interest 1,037 452 1,489 Changes in operating assets and liabilities: Impairment of deposit on license 0 79,975 79,975 Prepaid Expenses (4,000 ) — (4,000 ) Accounts Payable (2,199 ) — (2,199 ) Net Cash (Used) in Operating activities $ (29,367 ) $ — $ (29,367 ) Cash flows from Investing Activities Deposit on License (60,000 ) (19,975 ) (79,975 ) Net cash (used) in Investing activities (60,000 ) (19,975 ) (79,975 ) Cash flows from financing activities: Proceeds from note payable - related party 18,600 — 18,600 Proceeds from note payable 75,000 19,975 94,975 Net cash provided by financing activities 93,600 19,975 113,575 Decrease in cash during the period 4,233 — 4,233 Cash, beginning of period 489 — 489 Cash, end of period $ 4,722 $ — $ 4,722 Supplemental disclosure of cash flow information: Cash paid during the period Taxes $ — $ — $ — Interest $ — $ — $ — See accompanying notes to the financial statements |
Restatement Of Previously Iss20
Restatement Of Previously Issued Unaudited Condensed Financial Statements (Balance Sheet) (Details) - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2016 |
CURRENT ASSETS: | ||||
Cash | $ 4,722 | $ 489 | $ 3,118 | $ 3,358 |
Prepaid expenses | 4,000 | |||
Non-current Assets | ||||
TOTAL ASSETS | 8,722 | 489 | ||
CURRENT LIABILITIES | ||||
Note Payable | 94,975 | |||
Note Payable Related Party | 47,134 | 28,534 | ||
TOTAL CURRENT LIABILITIES | 146,000 | 33,135 | ||
STOCKHOLDERS' EQUITY | ||||
Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. | 50,340 | 50,340 | ||
Additional Paid in Capital | ||||
Deficit accumulated | (187,618) | (82,986) | ||
TOTAL STOCKHOLDERS' DEFICIT | (137,278) | (32,646) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 8,722 | 489 | ||
As Originally Presented [Member] | ||||
CURRENT ASSETS: | ||||
Cash | 4,722 | 489 | ||
Prepaid expenses | 4,000 | |||
Non-current Assets | ||||
Deposit on License | 60,000 | |||
TOTAL ASSETS | 68,722 | |||
CURRENT LIABILITIES | ||||
Accounts Payable | 2,402 | |||
Accrued Interest | ||||
Note Payable | 75,712 | |||
Note Payable Related Party | 47,459 | |||
TOTAL CURRENT LIABILITIES | 125,573 | |||
TOTAL LIABILITIES | 125,573 | |||
STOCKHOLDERS' EQUITY | ||||
Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. | 50,340 | |||
Deficit accumulated | (107,191) | |||
TOTAL STOCKHOLDERS' DEFICIT | (56,851) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 68,722 | |||
Amount Of Restatement [Member] | ||||
CURRENT ASSETS: | ||||
Cash | ||||
Prepaid expenses | ||||
Non-current Assets | ||||
Deposit on License | (79,975) | |||
TOTAL ASSETS | (79,975) | |||
CURRENT LIABILITIES | ||||
Accounts Payable | ||||
Accrued Interest | 1,489 | |||
Note Payable | 19,263 | |||
Note Payable Related Party | (325) | |||
TOTAL CURRENT LIABILITIES | 20,427 | |||
TOTAL LIABILITIES | 20,427 | |||
STOCKHOLDERS' EQUITY | ||||
Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. | ||||
Deficit accumulated | (80,427) | |||
TOTAL STOCKHOLDERS' DEFICIT | (80,427) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | (60,000) | |||
As Restated [Member] | ||||
CURRENT ASSETS: | ||||
Cash | 4,722 | $ 489 | ||
Prepaid expenses | 4,000 | |||
Non-current Assets | ||||
Deposit on License | ||||
TOTAL ASSETS | 8,722 | |||
CURRENT LIABILITIES | ||||
Accounts Payable | 2,402 | |||
Accrued Interest | 1,489 | |||
Note Payable | 94,975 | |||
Note Payable Related Party | 47,134 | |||
TOTAL CURRENT LIABILITIES | 146,000 | |||
TOTAL LIABILITIES | 146,000 | |||
STOCKHOLDERS' EQUITY | ||||
Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017. | 50,340 | |||
Deficit accumulated | (187,618) | |||
TOTAL STOCKHOLDERS' DEFICIT | (137,278) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 8,722 |
Restatement Of Previously Iss21
Restatement Of Previously Issued Unaudited Condensed Financial Statements (Statements Of Operations) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | |
Operating expenses | ||||
General and administrative expenses | $ 18,853 | $ 23,168 | ||
Impairment of Deposit on License | 79,975 | 4,159 | 79,975 | 8,479 |
Total operating expenses | 98,828 | 4,159 | 103,143 | 8,479 |
Other expenses | ||||
Interest expense, net | (2,060) | (659) | (2,798) | (1,653) |
Net Loss | $ (100,888) | $ (4,818) | $ (105,941) | $ (10,132) |
Net loss per share - Basic and Diluted | ||||
Weighted average shares outstanding, Basic and diluted | 50,340,000 | 50,340,000 | 50,340,000 | 50,340,000 |
As Originally Presented [Member] | ||||
Revenue | ||||
Operating expenses | ||||
General and administrative expenses | 18,853 | 23,168 | ||
Impairment of Deposit on License | ||||
Total operating expenses | 18,853 | 23,168 | ||
Other expenses | ||||
Interest expense, net | (1,608) | (2,346) | ||
Net Loss | $ (20,461) | $ (25,514) | ||
Net loss per share - Basic and Diluted | $ 0 | $ 0 | ||
Weighted average shares outstanding, Basic and diluted | 50,340,000 | 50,340,000 | ||
Amount Of Restatement [Member] | ||||
Revenue | ||||
Operating expenses | ||||
General and administrative expenses | ||||
Impairment of Deposit on License | 79,975 | 79,975 | ||
Total operating expenses | 79,975 | 79,975 | ||
Other expenses | ||||
Interest expense, net | (452) | (452) | ||
Net Loss | $ (80,427) | $ (80,427) | ||
Net loss per share - Basic and Diluted | ||||
Weighted average shares outstanding, Basic and diluted | ||||
As Restated [Member] | ||||
Revenue | ||||
Operating expenses | ||||
General and administrative expenses | 18,853 | 23,168 | ||
Impairment of Deposit on License | 79,975 | 79,975 | ||
Total operating expenses | 98,828 | 103,143 | ||
Other expenses | ||||
Interest expense, net | (2,060) | (2,798) | ||
Net Loss | $ (20,913) | $ (105,941) | ||
Net loss per share - Basic and Diluted | $ 0 | $ 0 | ||
Weighted average shares outstanding, Basic and diluted | 50,340,000 | 50,340,000 |
Restatement Of Previously Iss22
Restatement Of Previously Issued Unaudited Condensed Financial Statements (Statements Of CashFlows) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2017 | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Net loss | $ (100,888) | $ (4,818) | $ (105,941) | $ (10,132) | |
Accrued Interest | 1,489 | ||||
Changes in operating assets and liabilities: | |||||
Impairment of deposit on license | (79,975) | ||||
Prepaid Expenses | 4,000 | (2,539) | |||
Accounts Payable | (2,199) | ||||
Net Cash (Used) in Operating activities | (29,367) | (5,940) | |||
Cash flows from Investing Activities: | |||||
Deposit on License | 79,975 | ||||
Net cash (used) in Investing Activities | (79,975) | ||||
Cash flows from financing activities: | |||||
Proceeds from note payable - related party | 18,600 | ||||
Proceeds from note payable | 94,975 | ||||
Net cash provided by financing activities | 113,575 | 5,700 | |||
Decrease in cash during the period | 4,233 | (240) | |||
Cash, beginning of period | 489 | 3,358 | $ 3,358 | ||
Cash, end of period | 4,722 | $ 3,118 | 4,722 | 3,118 | 489 |
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period Taxes | |||||
Cash paid during the period Interest | |||||
As Originally Presented [Member] | |||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Net loss | (20,461) | (25,514) | |||
Imputed Interest Expense | 1,309 | ||||
Accrued Interest | 1,037 | ||||
Changes in operating assets and liabilities: | |||||
Impairment of deposit on license | |||||
Prepaid Expenses | 4,000 | ||||
Accounts Payable | (2,199) | ||||
Net Cash (Used) in Operating activities | (29,367) | ||||
Cash flows from Investing Activities: | |||||
Deposit on License | 60,000 | ||||
Net cash (used) in 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 activities | 93,600 | ||||
Decrease in cash during the period | 4,233 | ||||
Cash, beginning of period | 489 | ||||
Cash, end of period | 4,722 | 4,722 | 489 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period Taxes | |||||
Cash paid during the period Interest | |||||
Amount Of Restatement [Member] | |||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Net loss | (80,427) | (80,427) | |||
Imputed Interest Expense | |||||
Accrued Interest | 452 | ||||
Changes in operating assets and liabilities: | |||||
Impairment of deposit on license | 79,975 | ||||
Prepaid Expenses | |||||
Accounts Payable | |||||
Net Cash (Used) in Operating activities | |||||
Cash flows from Investing Activities: | |||||
Deposit on License | 19,975 | ||||
Net cash (used) in Investing Activities | (19,975) | ||||
Cash flows from financing activities: | |||||
Proceeds from note payable - related party | |||||
Proceeds from note payable | 19,975 | ||||
Net cash provided by financing activities | 19,975 | ||||
Decrease in cash during the period | |||||
Cash, beginning of period | |||||
Cash, end of period | |||||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period Taxes | |||||
Cash paid during the period Interest | |||||
As Restated [Member] | |||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Net loss | (20,913) | (105,941) | |||
Imputed Interest Expense | 1,309 | ||||
Accrued Interest | 1,489 | ||||
Changes in operating assets and liabilities: | |||||
Impairment of deposit on license | 79,975 | ||||
Prepaid Expenses | 4,000 | ||||
Accounts Payable | (2,199) | ||||
Net Cash (Used) in Operating activities | (29,367) | ||||
Cash flows from Investing Activities: | |||||
Deposit on License | 79,975 | ||||
Net cash (used) in Investing Activities | (79,975) | ||||
Cash flows from financing activities: | |||||
Proceeds from note payable - related party | |||||
Proceeds from note payable | 18,600 | ||||
Net cash provided by financing activities | 113,575 | ||||
Decrease in cash during the period | 4,233 | ||||
Cash, beginning of period | 489 | ||||
Cash, end of period | $ 4,722 | 4,722 | $ 489 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period Taxes | |||||
Cash paid during the period Interest |
Deposit On License Impairment (
Deposit On License Impairment (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Deposit on license | $ 79,975 | |
License With Affordable Green LLC [Member] | ||
Deposit on license | $ 79,975 | |
Interest rate | 5.00% |
Note Payable From Related Par24
Note Payable From Related Party (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2017 | |
Short-term Debt [Line Items] | |||
Proceeds from note payable - related party | $ 18,600 | ||
Imputed interest | 1,309 | $ 1,653 | |
Accrued interest | 1,489 | ||
Note Payable [Member] | Related Parties [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from note payable - related party | $ 47,134 | $ 28,062 | |
Notes payable description | The advances are unsecured, of which $28,534 is non-interest bearing and is due upon demand giving 30 days written notice to the borrower. A balance of $18,600 was received from a related party and bares an interest rate of 5% per annum, and is due upon demand giving 30 days written notice to the borrower. | ||
Note Payable [Member] | Related Party [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from note payable - related party | $ 18,600 | ||
Interest rate | 5.00% | ||
Imputed interest | $ 1,309 | ||
Accrued interest | $ 325 |
Related Party Contributions (Na
Related Party Contributions (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Related party contribution | $ 5,700 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party contribution | $ 0 | $ 5,700 | ||
Related party description | These contributions are not to be repaid and are recorded under additional paid in capital | These contributions are not to be repaid and are recorded under additional paid in capital |
Note Payable (Narrative) (Detai
Note Payable (Narrative) (Details) - USD ($) | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jan. 31, 2017 | |
Short-term Debt [Line Items] | |||
Proceeds from note payable | $ 94,975 | ||
Accrued interest | 1,489 | ||
Note Payable - Unrelated Party [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from note payable | $ 94,975 | ||
Interest rate | 5.00% | ||
Notes payable description | 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. | ||
Accrued interest | $ 1,164 |
Forward Split (Narrative) (Deta
Forward Split (Narrative) (Details) | Jun. 26, 2017 |
Common Stock [Member] | |
Forward slipt | On June 26, 2017 FINRA approved a 6 to 1 Forward split, all numbers reflected in the Financial Statements account for the forward split and have been retroactively adjusted. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Aug. 01, 2017 | Jan. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Subsequent Event [Line Items] | ||||
Deposit of license | $ 79,975 | |||
License With Affordable Green LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Deposit of license | $ 79,975 | |||
Interest rate | 5.00% | |||
Subsequent Event [Member] | Purchase Agreements With The Former Directors And Officers Of The Registrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Subsequent event description | On August 1, 2017 Jason Sakowski the registrants current President and CEO and a director entered in to purchase agreements with the former directors and officers of the Registrant to purchase an aggregate total of twenty seven million (27,000,000) Restricted Common Shares, resulting in a change in control of the Registrant. The purchase price for the shares is $10,000 and $5,000 respectively and is due and payable on or before March 31, 2018. | |||
Subsequent Event [Member] | License With Affordable Green LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Deposit of license | $ 114,975 | |||
Additional amount paid on deposit of license | 27,480 | |||
Total deposit amount | $ 142,455 | |||
Interest rate | 5.00% |