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. |