Apotheca Biosciences (PCFP) 10-Q 20 Jun 18 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 30, 2018	Jun. 18, 2018
Document And Entity Information
Entity Registrant Name	Cannabis Leaf, Inc.
Entity Central Index Key	1,632,053
Document Type	10-Q
Document Period End Date	Apr. 30, 2018
Amendment Flag	false
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		111,314,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Apr. 30, 2018	Jan. 31, 2018
Current assets
Cash
Total Assets	0	0
Current liabilities
Accounts payable and accrued liabilities	19,651	17,660
Loans payable		157,455
Loans payable - related parties	18,600	47,134
Total current liabilities	38,251	222,249
Total liabilities	38,251	222,249
Shareholders' Deficit
Common stock: 600,000,000 shares authorized; $0.001 par value 51,314,000 and 50,340,000 shares issued and outstanding respectively	51,314	50,340
Additional paid in capital	423,396	17,242
Accumulated deficit	(512,961)	(289,831)
Total Shareholders' Deficit	(38,251)	(222,249)
Total Liabilities and Shareholders' Deficit	$ 0	$ 0

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Apr. 30, 2018	Jan. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	51,314,000	50,340,000
Common stock, shares outstanding	51,314,000	50,340,000

Statements Of Operations (Unaud

Statements Of Operations (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Operating Expenses
General and administrative	$ 16,370	$ 4,315
Total operating expenses	16,370	4,315
Operating Loss	(16,370)	(4,315)
Other income (expense)
Interest expense, net	(5,288)	(738)
Loss on extinguishment of debt	(201,472)
Total other expenses	(206,760)	(738)
Net Loss	$ (223,130)	$ (5,053)
Basic and diluted loss per common share	$ 0	$ 0
Basic and diluted weighted average common shares outstanding	50,794,533	50,340,000

Statements Of Cash Flows (Unaud

Statements Of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Cash Used in Operating Activities
Net loss for the period	$ (223,130)	$ (5,053)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed Interest Expense	391	647
Expenses paid by a related party	10,465
Loss on extinguishment of debt	(201,472)
Changes in non-cash working capital balances:
Prepaid expenses		3,951
Accounts payable and accrued liabilities	10,802	(4,510)
Net cash used in operating activities		(12,867)
Cash Flows Used in Investing Activities
Deposit on license		25,000
Net cash used in Investing Activities		(25,000)
Cash Provided by Financing Activities
Proceeds from related party loan		18,600
Proceeds from unrelated party loan		25,000
Net cash provided by Financing Activities		43,600
Net decrease in cash for the period		5,733
Cash at beginning of the period		489
Cash at end of the year		6,222
Supplemental Cash Flow Information:
Cash paid for income taxes
Cash paid for interest
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for debt settlement	$ 396,272

Organization And Basis Of Prese

Organization And Basis Of Presentation	3 Months Ended
	Apr. 30, 2018
Accounting Policies [Abstract]
Organization and Basis of Presentation	NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION Cannabis Leaf, Inc. (the "Company") was incorporated in the State of Nevada on October 6, 2014, as Pacificorp Holdings, Ltd. The Company was organized to develop and explore mineral properties in the State of Nevada. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company. The Company has changed it business from a mining and exploration company and entered in to an exclusive license agreement with Affordable Green LLC of Tacoma WA. Additionally, the Company has changed its name as a result of a merger with the Company’s wholly owned subsidiary Cannabis Leaf, Inc. as a result of this merger Pacificorp adopted the name of the subsidiary. There were no assets purchased or shares exchanged.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Apr. 30, 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. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018. This interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities and loans payable – related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Basic and Diluted Earnings Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share

Going Concern

Going Concern	3 Months Ended
	Apr. 30, 2018
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.

Note Payable From Related Party

Note Payable From Related Party	3 Months Ended
	Apr. 30, 2018
Related Party Transactions [Abstract]
Note Payable from Related Party	NOTE 4 – NOTE PAYABLE FROM RELATED PARTY As of April 30, 2018, and January 31, 2018, the Company received advances totaling $18,600 and $47,134 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. During the three months ended April 30, 2018, the Company issued 142,670 shares of common stock to settle the note payable of $28,534. As a result, the Company recognized a loss on extinguishment of debt of $26,893. The Company has recorded imputed interest of $391 and accrued interest of $243 respectively for the three months ended April 30, 2018.

Related Party Contributions

Related Party Contributions	3 Months Ended
	Apr. 30, 2018
Related Party Transactions [Abstract]
Related Party Contributions	NOTE 5 – RELATED PARTY CONTRIBUTIONS During the three months ended April 30, 2018 and 2017, the Company received contributions totaling $10,465 and $0 from a related party, these contributions are not to be repaid and are recorded under additional paid in capital.

Note Payable

Note Payable	3 Months Ended
	Apr. 30, 2018
Debt Disclosure [Abstract]
Note Payable	NOTE 6 – NOTE PAYABLE As of January 31, 2018, the Company received advances totaling $157,455 from an unrelated party, the advances are unsecured and bares an interest rate of 5% per annum and is due upon demand giving 30 days written notice to the borrower. During the three months ended April 30, 2018, the Company issued 831,330 shares of common stock to settle the note payable of $157,455 and accrued interest of $8,811. As a result, the Company recognized loss on extinguishment of debt of $174,579. The Company has recorded accrued interest of $4,654 for the three months ended April 30, 2018.

Equity

Equity	3 Months Ended
	Apr. 30, 2018
Equity [Abstract]
Equity	NOTE 7 –EQUITY The Company has authorized 600,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On March 20, 2018, the Company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266 and $28,534 respectively (see Note 4 and 6). As of April 30, 2018, and January 31, 2018, the company had 51,314,000 and 50,340,000 shares of common stock issued and outstanding, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Apr. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 - SUBSEQUENT EVENTS On May 3, 2018 the Company) entered into a Settlement and Release Agreement with AGH WA, LLC in order to terminate the License Agreement and cease the business relationship between the Parties, and remedy any defaults of the terms and conditions of the License Agreement. The Compensation and Settlement pertaining to entering into the Settlement and Release Agreement is an aggregate total of 2,600,000 restricted Common Shares. On March 6, 2018, an Agreement and Plan of Merger (the “Agreement”) was entered into by the Company and Apotheca Biosciences, Inc. (“Apotheca Biosciences”), a Nevada corporation. Upon completion of the Agreement, the parties will merge with the surviving entity to operate under the name Apotheca Biosciences, Inc. Pursuant to the Agreement, the Company is to issue 60,000,000 Common Shares as instructed by Apotheca Biosciences, in exchange for all of the outstanding shares of Apotheca Biosciences. In anticipation of the closing, the Company reserved for issuance 60,000,000 restricted Common Shares (the "Shares"). The Shares were issued on May 15, 2018 to be held in trust until completion of the closing. The issuance of the Shares resulted in a change of control of the Company. Pursuant to the terms of the Agreement, Apotheca can appoint two directors to the Company's board. On May 21, 2018, the Company's added 2 additional board members. On May 22, 2018, a change of officers occurred.

Significant Accounting Polici14

Significant Accounting Policies (Policies)	3 Months Ended
	Apr. 30, 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. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018. This interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.
Use of Estimates	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

Note Payable From Related Par15

Note Payable From Related Party (Narrative) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Jan. 31, 2018
Short-term Debt [Line Items]
Loans payable - related parties	$ 18,600		$ 47,134
Proceeds from note payable - related party		$ 18,600
Loss on extinguishment of debt	(201,472)
Imputed interest	391	647
Note Payable [Member] | Related Party [Member]
Short-term Debt [Line Items]
Loans payable - related parties		$ 18,600	$ 47,134
Proceeds from note payable - related party	$ 18,600
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.		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.
Interest rate		5.00%	5.00%
Imputed interest	$ 391
Accrued interest		$ 243
Note Payable [Member] | Related Party [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Stock issued to settle notes payable, shares	142,670
Stock issued to settle notes payable, value	$ 28,534
Loss on extinguishment of debt	$ (26,893)

Related Party Contributions (Na

Related Party Contributions (Narrative) (Details) - Related Party [Member] - USD ($)	3 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Related Party Transaction [Line Items]
Related party contribution	$ 10,465	$ 0
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 ($)	3 Months Ended		12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Jan. 31, 2018
Short-term Debt [Line Items]
Proceeds from loan		$ 25,000
Loss on extinguishment of debt	(201,472)
Note Payable - Unrelated Party [Member]
Short-term Debt [Line Items]
Proceeds from loan			$ 157,455
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	$ 4,654
Note Payable - Unrelated Party [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Stock issued to settle notes payable, shares	831,330
Stock issued to settle notes payable, value	$ 157,455
Accrued interest portion settled by stock	8,811
Loss on extinguishment of debt	$ (174,579)

Equity (Narrative) (Details)

Equity (Narrative) (Details) - USD ($)	Mar. 20, 2018	Apr. 30, 2018
Note Payable - Unrelated Party [Member] | Restricted Common Stock [Member]
Stock issued to settle notes payable, shares	831,330
Stock issued to settle notes payable, value	$ 166,266
Note Payable [Member] | Restricted Common Stock [Member] | Related Party [Member]
Stock issued to settle notes payable, shares	142,670
Stock issued to settle notes payable, value	$ 28,534
Common Stock [Member]
Common stock voting rights		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.
Common Stock [Member] | Note Payable - Unrelated Party [Member]
Stock issued to settle notes payable, shares		831,330
Common Stock [Member] | Note Payable [Member] | Related Party [Member]
Stock issued to settle notes payable, shares		142,670

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details) - shares	May 03, 2018	Mar. 06, 2018
Agreement For Plan Of Merger With Apotheca Biosciences, Inc. [Member]
Subsequent Event [Line Items]
Merger agreement description		On March 6, 2018, an Agreement and Plan of Merger (the “Agreement”) was entered into by the Company and Apotheca Biosciences, Inc. (“Apotheca Biosciences”), a Nevada corporation. Upon completion of the Agreement, the parties will merge with the surviving entity to operate under the name Apotheca Biosciences, Inc. Pursuant to the Agreement, the Company is to issue 60,000,000 Common Shares as instructed by Apotheca Biosciences, in exchange for all of the outstanding shares of Apotheca Biosciences. In anticipation of the closing, the Company reserved for issuance 60,000,000 restricted Common Shares (the "Shares"). The Shares were issued on May 15, 2018 to be held in trust until completion of the closing. The issuance of the Shares resulted in a change of control of the Company. Pursuant to the terms of the Agreement, Apotheca can appoint two directors to the Company's board. On May 21, 2018, the Company's added 2 additional board members. On May 22, 2018, a change of officers occurred.
Agreement For Plan Of Merger With Apotheca Biosciences, Inc. [Member] | Restricted Common Stock [Member]
Subsequent Event [Line Items]
Stock issued as consideration for merger agreement, shares		60,000,000
Subsequent Event [Member] | Settlement And Release Agreement With AGH WA, LLC [Member]
Subsequent Event [Line Items]
Agreement description	On May 3, 2018 the Company entered into a Settlement and Release Agreement with AGH WA, LLC in order to terminate the License Agreement and cease the business relationship between the Parties, and remedy any defaults of the terms and conditions of the License Agreement. The Compensation and Settlement pertaining to entering into the Settlement and Release Agreement is an aggregate total of 2,600,000 restricted Common Shares.