UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, C.C. 20549 

For the Fiscal Year Ended January 31, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

APOTHECA BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

10901 Roosevelt Blvd N Bldg. C 1000
Saint Petersburg, FL 33716

(Address of principal executive offices)

(727) 228-3994

 (Registrant’s Telephone Number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [ ] No [X]

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of July 31, 2018, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $59,235,280. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.  

As of May 15, 2019, there were 118,664,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

·  The availability and adequacy of our cash flow to meet our requirements;

·  Economic, competitive, demographic, business and other conditions in our local and regional markets;

·  Changes or developments in laws, regulations or taxes in our industry;

·  Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to the words "we," "our," "us," the "Company," or "Cannabis" refers to Apotheca Biosciences, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

Apotheca is a developer of cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Its pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. Apotheca believes that it can deliver meaningful benefits using its technologies to the world's aging population.

Apotheca Biosciences, Inc. (the "Company") was originally incorporated in the State of Nevada on October 6, 2014, under the name Pacificorp Holdings, Ltd. On June 2, 2017 the Company entered into a short form Merger Agreement with the Company’s wholly owned subsidiary in order to effect the change of their corporate name. The name change was effected through a parent/subsidiary short-form merger of the Company and its wholly-owned subsidiary, Cannabis Leaf Incorporated., a Nevada Corporation (the “Subsidiary”), under Section 92A.180 of the Nevada Revised Statutes (“NRS”). Pursuant to an Agreement of Merger, dated June 2, 2017, between the Company and the Subsidiary, effective June 7, 2017, the Subsidiary merged with and into the Company and ceased to exist (the “Merger”). Pacificorp Holdings, Ltd was the surviving entity and adopted the name of the subsidiary, Cannabis Leaf Incorporated.

On April 26, 2018 our company provided a Notice of Termination to Green Venture with respect to the Letter of Intent entered into by our company and Green Venture on October 24, 2017. No Consideration has been paid to date.

On March 6, 2018, an Agreement for Plan of Merger (the “Agreement”) was entered into by our company and Apotheca Biosciences, Inc. (“Apotheca Biosciences”), a Nevada corporation. Such Agreement will result in the merger of Apotheca Biosciences into our company with our company to be the surviving entity under the name "Apotheca Biosciences, Inc.".

Pursuant to the Agreement, our company agreed to issue to Apotheca Biosciences sixty million (60,000,000) shares of our common stock in exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of our company. Upon execution of the Agreement, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers to our company, with our current officer resigning his officer positions. On April 24, 2018 our company issued 60,000,000 restricted common shares as the consideration under the Agreement.

On March 20, 2018 our company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266 and $28,534 respectively.

On May 3, 2018 our company executed a Settlement and Release Agreement with Affordable Green Washington LLC (aka AGH WA, LLC) (the "Settlement Agreement") in order to terminate an Amended License Agreement dated June 1, 2017, 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 Settlement Agreement is an aggregate total of 2,600,000 restricted common shares.

Effective August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving effect to the merger and the change of name of our company to Apotheca Biosciences Incorporated. The Merger was approved by our board of directors and our subsidiary on March 31, 2018. In accordance with Nevada Revised Statutes (NRS) Section 92A.180, stockholder approval was not required.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. We have minimal revenues and limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

Business of the Company

Upon the completion of the Agreement with Apotheca Biosciences, we are now a company that develops cutting-edge medical products and nutraceuticals and formulates and delivers technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.

We are a medical device company developing engineering and device solutions for cannabinoid medical technologies. The company is incorporated in Nevada as a Corporation with principal business in Saint Petersburg, FL. The company develops, license and market cannabinoid technologies to various market sectors. Our principal executive offices are located at 10901 Roosevelt Blvd N Bld. C 1000, Saint Petersburg, FL 33716.  Our telephone number is (727) 228-3994.

Apotheca Biosciences, through its divisions, develops novel cannabinoid delivery devices for dispensing effective dose concentrations to treat different human diseases, OTC drug formulations and pharmaceutical research. Apotheca's research and development includes specific delivery devices to treat Alzheimer's disease, Parkinson's disease and severe, chronic pain. For each of these diseases, there is a dire need for targeted delivery of cannabinoid-based actives.

Apotheca Biosciences is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. We believe that we can deliver meaningful benefits using our technologies to the world's aging population.

Apotheca is currently emphasizing research and development in addition to the creation of high-grade nutraceuticals and cosmetics. The health of our customers takes precedence and our solid business strategy ensures our focus on customer well-being. Our goal is to lay the groundwork and continue research of cannabinoid receptiveness in patients and create nutraceuticals that reflects our research.

The last two decades of research have brought a tremendous improvement in knowledge of the endocannabinoid system (eCB system) components and functions under physiological and pathological conditions. The eCB is a neuromodulatory system consists of two subtypes of cannabinoid receptors, CB1 and CB2

Core values:

CANNABINOID DRUG PLATFORM

Over the last few decades, the mainstream medical establishment has regained interest in cannabis for therapeutic applications. This attention has surfaced as researchers began to look more deeply into the substance's low toxicity and high effectiveness for a variety of diseases. In fact, there is no known instance of a lethal dosage of cannabis in humans, making it one of the safest drugs, even among over- the-counter medications. Due to these desirable properties, the Food and Drug Association (FDA), the National Academy of Sciences, Institute of Medicine and the National Institutes of Health (NIH) have all made requests for a greater amount of research into cannabis and its medical use. Cannabinoid receptors were first discovered, characterized and cloned in 1990. Over the course of the next few years, these receptors were classified into two subtypes, - CB1, which is found in the nervous system and in various organs and tissues throughout the body, and CB2, which is found in the immune system. Shortly after the discovery of cannabinoid receptors came the discovery of the endogenous cannabinoid system – the system that binds cannabinoid receptors with plant-based cannabinoids as well as endogenous ligands that exist naturally in the body, referred to as endocannabinoids.

Since the discovery of this system modern scientists have come to believe the endocannabinoid system is intimately involved in human physiology, including elements as diverse as the movement of control, reproduction, memory, appetite, bone tissue formation, amongst other functions

Cannabinoid and its Medical Importance

The major psychoactive component of cannabis is ∆9-tetrahydrocannabinol (9-THC), whereas cannabidiol (CBD) is the major and most widely studied of the other constituents. CBD, unlike 9-THC, does not activate the CB1 and CB2 receptors, which probably accounts for its lack of psychotropic activity. It exerts its pharmacological effects through multiple mechanisms. Preclinical studies have suggested a wide range of possible therapeutic effects of THC, CBD and other active components from marijuana on several conditions, including Parkinson's disease, Alzheimer's disease, cerebral ischemia, diabetes, rheumatoid arthritis, other inflammatory diseases, nausea and cancer.

Up until the last two decades, marijuana research was a rather esoteric field, of interest to a small number of scientists. A contributory factor was the highly lipophilic nature of the biologically active ingredients, which led to the notion that marijuana elicits its effects nonspecifically by perturbing membrane lipids. The first important breakthrough that ultimately led to a rejection of this concept was the identification of the correct chemical structure of the main psychoactive ingredient of marijuana, THC, and the subsequent demonstration that bioactivity resides in the l-stereoisomer of this compound which is one of approximately 60 cannabinoids present in the plant.

This discovery stimulated the generation of a whole range of synthetic analogs in the 1970s that included not only compounds structurally similar to phytocannabinoids but also analogs with different chemical structures, including classic and nonclassic cannabinoids and aminoalkylindoles as well as the subsequently discovered endogenous arachidonic acid derivatives or endocannabinoids, which are discussed in more detail below. Biological effects of THC and its synthetic analogs revealed strict structural selectivity as well as stereo-selectivity telltale signs of drug-receptor interactions. Definitive evidence for the existence of specific cannabinoid receptors was followed soon by the demonstration of high-affinity, saturable, stereospecific binding sites for the synthetic cannabinoid agonist in mouse brain plasma membranes, which correlated with both the in vitro inhibition of adenylate cyclase and the in vivo analgesic effect of the compound. The availability of a radio-ligand also allowed the mapping of cannabinoid receptors in the brain by receptor autoradiography. This mapping turned out to be of key importance in the subsequent identification of CB1 receptor. CB1 receptors are the most abundant receptors in the mammalian brain but are also present at much lower concentrations in a variety of peripheral tissues and cells. A second cannabinoid GPCR, CB2, is expressed primarily in cells of the immune and hematopoietic systems but recently were found to be present in the brain in nonparenchymal cells of the cirrhotic liver in the endocrine pancreas and in bone.

The endocannabinoid system (ECS), which acts through the CB1 and CB2 receptors, is a pleiotropic signaling system involved in all aspects of mammalian physiology and pathology, and for this reason it represents a potential target for the design and development of new therapeutic drugs. Over the past decades, the endocannabinoid system has been widely studied, owing to its broad range of physiological effects. ECS system encompasses a wide range of lipid mediators, proteins and receptors, which together can be considered as the 'endocannabinoidome'.

Cannabinoid Drug Delivery

As more and more medical uses of cannabinoids unravel, the optimum and targeted delivery of cannabinoid compounds to different tissues systems is a challenging need. We at Apotheca are a dedicated team of scientists, engineer and software architects to design and automate medical devices for cannabinoid delivery.

Apotheca is developing novel cannabinoid delivery devices for dispensing effective dose concentrations to treat different human diseases. Apotheca's research and development includes specific delivery devices to treat Alzheimer's disease, Parkinson's disease and severe, chronic pain. For each of these diseases, there is a dire need for targeted delivery of cannabinoid-based actives.

DISCOVERY AND PRODUCT DEVELOPMENT

Discovery and Screening

Apotheca Biosciences is investing in developing the following devices for novel delivery of cannabinoid compounds.

1. CannaDERM Transdermal Technology: A novel transdermal nano-emulsion technology to improve the penetration and systemic absorption of cannabinoids. CannaDERM transdermal technology is primarily developed as an alternative to opioid pain relievers.

Pain Market:

- GameDayRx: Transdermal Pain relief cream for sports and Athletic market

- Daily Pain: Pain relief for consumer market

- Pain Relieve kit: Nutritional supplement + Pain cream

Skincare:

- CannaDerm Acne

- CannaDerm Atopic Dermatitis

Immediate Focus: Develop & Market: GameDayRx

2. CannaRAPID Sublingual Technology: A sublingual penetration technology improve the penetration and sublingual absorption of cannabinoids

- Dry Mouth Syndrome

- Anxiety

- Migraine

3. Pain-Patch: A novel smart device with transdermal patch technology to systemically deliver non-opioid pain actives

Immediate Focus: Develop & Market: Pain Patch

4. Hemp-oil Edibles for Anti-Aging and Longevity

- Hemp oil Health Bar

- Hemp Dark Chocolate

- SmartHealth CBD Oil

Immediate Focus: Develop & Market: Health bar, Chocolate and CBD Oil

5. Acquire M & W brands

- Acquire trademark rights of M & W brands

- Marywanna^R brand

- Consumer care branding for cookies, beverages etc.

6. Cannabinoid Extraction Technologies

- Develop state-of-the-art cannabinoid extraction and purification for the production of API grade cannabinoids for pharmaceutical market

RESEARCH AND DEVELOPMENT AND PARTNERSHIPS

In-house technologies: Apotheca has developed the following IP and Trade secrets

· Transdermal delivery systems and formulations for cannabinoid compounds

· Enhanced formulations for the transdermal delivery of cannabinoid compounds

· Pain-Patch for pain-active delivery

Apotheca has research ties with:

- Apotheca Pharmaceutical Corporation

- CB Scientific

- AgeVital Research and Wellness

Patent & Technology Portfolio

Apotheca is building a comprehensive patent portfolio on the engineering of cannabis medical delivery devices and has the applied for two USPTO patents.

Provisional Patent:     1 Delivery of Cannabinoids in a Polyunsaturated-rich Nano emulsion

Provisional Patent:     2 Wearable Smart Device for Systemic and Neural Delivery of Active Pharmaceutical Ingredients 

APOTHECA CANNA-LINE OF PRODUCTS

Apotheca has developed Canna-line of CBD products and is launching a "launch and learn marketing campaign"

1. CannaDERME –Daily Pain

CannaDERME^TM –Daily Pain is our transdermal technology using nano-emulsion for fast absorption of cannabinoid compounds for the general pain market

Targeted transdermal absorption of CBD for fast action

Penetrin Technology with 3-in-1 pain Relief Nerve, muscular & joint pain

Quantity and Pricing CannaDERME^TM- Daily Pain 50g - 20mg/g

2. CannaDERME – GameDayRx

CannaDERME^TM is our transdermal technology for sports and athletic market

Quantity and Pricing CannaDERME^TM GameDayRx 50g - 20mg/g

3. CannaRAPID

Apotheca sublingual product, CannaRAPID is a sugar-free Orally Disintegrating Tablet to deliver precise dose cannabinoids to neural tissues in a matter of seconds. The formulation is optimized with nanotechnology and tissue permeation enhancing molecules for faster absorption. Apotheca is pairing up with clinical organizations and various clinical practitioners for conducting clinical studies using CannaRAPID for various indications such as stress and anxiety relief, cognitive focus, various kinds of pain, migraines etc.

CannaRAPID:

Rapid release and absorption of CBD for fast action

Relief from various pain

Helps with stress, anxiety and cognitive function

Quantity and Pricing CannaRAPID^TM  20 capsules - 40mg/capsule

4. CannaCAPSULE

Oral delivery with prebiotics and Cannabinoid Absorption Complex (CAC)

- Best for chronic inflammation and chronic whole-body pain

Quantity and Pricing CannaCAPSULE 30 capsules - 25mg/capsule

Smart pain device for pain relief - Targeted controlled dosing of pain actives

TRANSDERMAL DELIVERY TECHNOLOGIES

SUBLINGUAL RAPID DELIVERY TECHNOLOGY

--CannaRapid – Orally disintegrating tablets ensuring increased bioavailability for capillary uptake and immediate response.

Canna-OraGel: Periodontitis – gel designed with liposomal cannabinoids to aid in gum health. Apotheca Oral care line: Healthy teeth and gum tissues

Canna-OraSol: Dry Mouth – a solution with a Phyto cannabinoid Nano emulsion to increase saliva production. Apotheca Oral care line: Healthy teeth and gum tissues

DAVA – INGREDIENTS: Tincture Alcohol, 400mg's hemp-derived

CBD, natural flavors

*FDA DISCLOSURE: These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.

EU IMPORT: Our CBD is hemp derived from EU certified hemp seeds, sustainably grown and CO2 extracted before being imported to the USA from the EU.QUALITY GUARANTEED: Certificate of Analysis available for every batch upon request.CONTENTS: 20 ml Amber glass bottle, with tamper proof lid, & bulb dropper for precision measurement.

NASAL DELIVERY TECHNOLOGIES

NasaCann – Direct brain delivery via inhalable cannabinoid nanoparticles.

RESEARCH AND DEVELOPMENT & MARKETS

 Alzheimer

Lead drug candidate to treat early stages of Alzheimer's disease

Alzheimer's disease (AD) represents a complex class of debilitating brain diseases that mostly affects people aged 65 and older. AD is characterized by progressive loss of neurons in the hippocampus and cortex, which results in the shrinkage of the brain. Basically, the brain cells required to process, store and retrieve information are killed, which is characteristic of a neurodegenerative process.

AD is a progressive neurodegenerative disorder, which killed half a million people in 2010. It is the sixth leading cause of death in US. It is estimated that by 2050, the number of people with AD may nearly triple, from 5 million to as many as 16 million, barring the development of medical breakthroughs to prevent, slow or stop the disease. Existing medications, which mostly treat symptoms, have combined sales of about $3 billion today. Any drug, which cures or manage to slow the progression of AD will be about $5-6billion dollar market.

Apotheca has identified a combination of two patent-pending drug actives which simultaneously targets both amyloid plaques and tau phosphorylation, the two major causative agents of AD.

Opioids - Opioid Crisis: A National Public Health Emergency

The Senate on October 3, 2018 overwhelmingly passed bipartisan legislation aimed at ending the nation's opioid crisis.

HR 6, the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment (SUPPORT) for Patients and Communities Act, passed the House on Sept. 28, 2018. During a White House event, titled "A Year of Historic Action to Combat the Opioid Crisis," on October 24, 2018 President Trump signed the legislation recently passed by Congress to add more resources for Americans suffering from addiction, including expanding access to medication-assisted treatments like methadone.

Key provisions of the bill include authorizing additional funding for medical professional continuing education and improving the quality and interoperability of state prescription drug monitoring programs. It also intensifies federal research into new pain management therapies and promotes more convenient ways for consumers to dispose of their unused medications.

Provisions in the final package address a wide range of issues related to the crisis that is wreaking havoc across the country, such as prescription limits, monitoring programs, expanding access to treatment and recovery services, coming up with opioid alternatives for pain treatment, intercepting illegal opioids at mail facilities and combating use of fentanyl. In a time of sharp partisan divides and vitriol, the bipartisan vote underscored the reach and scope of the crisis on Capitol Hill, where lawmakers and staff say the issue has become one of, if not the, top issues they hear about from constituents in their states and districts.

With the crisis continuing to see widespread deaths, opioids are an issue that has touched most, if not all, in the states, cities and towns represented on Capitol Hill. During 2017, there were more than 72,000 overdose deaths in the United States according to the Centers for Disease Control. The sharpest increase occurred among deaths related to fentanyl and fentanyl analogs (synthetic opioids) with nearly 30,000 overdose deaths.  All opioids accounted for more than 61,000 deaths.  That's an average of 167 opioid overdose deaths each day (which is an increase from 115 in 2016).

Studies have shown that Phyto cannabinoids like cannabidiol have promising results in opioid withdrawal symptoms and heroin-seeking behavior. Apotheca's preliminary studies have shown that cannabidiol can have promising improvements in opioid withdrawal symptoms by attenuating the rewarding effects of opioids. Apotheca has been developing various cannabinoid formulations for relieving various pains and opioid withdrawal symptoms. There is strong evidence that cannabinoid compounds can relieve depression caused by drug addiction.

 Apotheca's initiative on Opioid Addiction

A cannabidiol based cannabinoid formulation recently developed by Apotheca that represents a select combination of Phyto cannabinoids assembled to specifically target opioid. Apotheca has identified a combination of patent-pending drug actives which targets and blocks rewarding neuronal effects.

Cannabinoid Library

Apotheca has developed a novel combinatorial library of phyto and endocannabinoids for treating various diseases.

The endocannabinoid system (ECS) is composed of two G protein-coupled receptors (GPCRs), the cannabinoid CB1 and CB2 receptors, and the two main endogenous lipid ligands of such receptors, anandamide, and 2-arachidonoyl-glycerol(2-AG). The ECS is a pleiotropic signaling system involved in all aspects of mammalian physiology and pathology, and for this reason, it represents a potential target for the design and development of new therapeutic drugs. Over the past decades, the endocannabinoid system has been widely studied, owing to its broad range of physiological effects. ECS system encompasses a wide range of lipid mediators, proteins, and receptors, which together can be considered as the 'endocannabinoidome'

Apotheca has created an extensive library of various phyto-endo cannabinoid combinations in effective dose concentrations to modulate specific signaling to treat different human diseases.

Government Regulation

With respect to our business, there is a substantial amount of change occurring in the United States regarding both the medical and recreational use of cannabis, and a number of individual states have enacted state laws to enable distribution, possession, and use of cannabis for medical, and in some cases, recreational purposes. Despite the development of a legal medical or recreational cannabis industry under certain state laws, cannabis use and possession remains illegal under federal law, and such state laws are in conflict with the Federal Controlled Substances Act. The Obama Administration previously stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute individuals lawfully abiding by state-designated laws allowing for use and distribution of medical and recreational cannabis, and thus far the Trump Administration has followed a similar policy. However, there is no guarantee that the new Trump Administration will not change the stated policy regarding enforcement of federal laws in states where cannabis has been legalized.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Competition

The industry surrounding handheld consumer analyzers is rapidly evolving, and the market landscape is currently uncertain. However, we expect that as consumers begin to learn and adapt, products that will compete with our offerings will rapidly proliferate. These competitive products could have similar applications, perhaps using superior technology, and may provide additional benefits that our sensors do not. We expect that the market could be occupied by larger competitors with greater financial and other resources, which could hinder our market share. We may be forced to modify or alter our business and regulatory strategy, as well as our sales and marketing plans, in response to, among other things, changes in the market, competition, and technological limitations. Such modifications may pose additional delays in achieving our goals.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Patents and Trademarks

Apotheca has been developing Pain-Patch using CannaDERME transdermal delivery and state-of-the art smart device technologies for relieving various pains. Apotheca has formulated cannabidiol-based Pain-Patch for proof-of-concept studies. The company has now secured the two patent rights for this novel device which encompasses CannaDERME(TM) transdermal formulation and Pain-patch medical device technologies.

-- Cannabidiol is one of the key cannabinoid constituents in Hemp Plant. CBD is non-psychoactive and safe compound with a wide range of therapeutic applications, including the treatment of neural disorders and clinical studies have suggested a wide range of possible therapeutic effects of cannabidiol on several conditions.

-- The Pain-Patch has transcutaneous cannabinoid penetration technology coupled with thermosensitive nano-emulsion for sustained release of compounds for longer time. The device delivers therapeutic doses to brain via brain stem for whole-body effect.

-- The goal of these patches are to produce a pain-patch with a small footprint for easy concealment, a strong formula to counteract the decreased quality of life for individuals who suffer with systemic pain, a long shelf-life and the use of non-toxic and non-abrasive components to create the most comfortable and effective patch on the market using this technology.

Employees

We presently have 3 full and part-time employees, and make extensive use of third-party contractors, consultants, and advisors to perform many of our present activities. We have not entered into any collective bargaining agreements with any of our employees, and we believe our relationships with our employees and any third-party contractors, consultants, and advisors are strong.

Government Regulation

With respect to our business, there is a substantial amount of change occurring in the United States regarding both the medical and recreational use of cannabis, and a number of individual states have enacted state laws to enable distribution, possession, and use of cannabis for medical, and in some cases, recreational purposes. Despite the development of a legal medical or recreational cannabis industry under certain state laws, cannabis use and possession remains illegal under federal law, and such state laws are in conflict with the Federal Controlled Substances Act. The Obama Administration had effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute individuals lawfully abiding by state-designated laws allowing for use and distribution of medical and recreational cannabis. However, there is no guarantee that the new Trump Administration will not change the stated policy regarding enforcement of federal laws in states where cannabis has been legalized.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

We currently sublease approximately 7,500 square feet of office space at 10901 Roosevelt Blvd, bldg. C, Suite 1000, Saint Petersburg, FL 33716, at $9,612 per month on a three-year lease from a related party, Nuvus Gro Corp.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Not applicable.

PART II

Common Stock

Our common stock had been quoted on the OTC Pink Sheets since October 2, 2015 under the symbol PCFP.

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTC Markets Pink Sheets for the quarterly periods indicated below based on our fiscal year end of January 31, 2019. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

Record Holders

As of January 31, 2019, an aggregate of 118,214,000 shares of our Common Stock were issued and outstanding and were owned by approximately 52 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

None.

Re-Purchase of Equity Securities

None.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Operating Revenues

We have not generated any revenues since inception.

Results of Operations For the Period from February 26, 2018 (Inception) through January 31, 2019

For the period from February 26, 2018, (inception) through October 31, 2018, the Company had no revenues. For the same period, we had $228,221 in personnel expenses, $236,717 in general and administrative expenses, and $1,811,460 in stock-based compensation. We had $34,124 in interest expense resulting from accrued interest on notes payable and amortization of debt discount. For the period, we recorded a gain on settlement of liability in the amount of $156,000. Finally, for the period, we recorded derivative expense in the amount of $357,918. The net loss for the period amounted to $2,512,440.

Liquidity and Capital Resources

For the period from February 26, 2018, (inception) through January 31, 2019, we have relied almost exclusively on funds raised from sales of shares of our common stock, advances from related parties and the issuance of debt. We may need to raise additional capital to carry out our business plan. There can be no assurance that we will be able to raise additional capital or if we are able to raise additional capital that the terms will be acceptable to us.

We had cash on hand of $2,942 and $0.00 at January 31, 2019 and April 30, 2018, respectively. Our primary needs for cash are for working capital.

Working Capital

As of January 31, 2019, our company’s cash balance was $2,942 and total assets were $115,325. As of April 30, 2018, our company’s cash balance was $0.00 and total assets were $0.00.

As of January 31, 2019, our company had total liabilities of $931,878 compared with total liabilities of $32,242 as of April 30, 2018.

As of January 31, 2019, our company had working capital deficiency of $822,993 compared with working capital deficit of $32,242 as at April 30, 2018. The increase in working capital deficiency was primarily attributed to an increase in cash due to the issuance of a Convertible Note Payable, along with derivative liabilities arising from the Convertible Note transaction.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Critical Accounting Policies

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

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.

Recently Issued Accounting Pronouncements

Refer to Note 2 - Significant Accounting Policies in the financial statements that are included in this Report.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements

Apotheca Biosciences, Inc.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Apotheca Biosciences, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Apotheca Biosciences, Inc. (the "Company") as of January 31, 2019, the related statement of operations, stockholders' deficit, and cash flows for the period of February 26, 2018 (inception) through to January 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2019, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the

U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2017

Lakewood, CO

May 16, 2019

APOTHECA BIOSCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements

APOTHECA BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements

APOTHECA BIOSCIENCES, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

APOTHECA BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION

Apotheca Biosciences is a medical device company developing engineering and device solutions for cannabinoid medical technologies. The company is incorporated in Nevada as a Corporation with principal business in Saint Petersburg, FL. The company develops, license and market cannabinoid technologies to various market sectors.

Apotheca Biosciences is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. We believe that we can deliver meaningful benefits using our technologies to the world’s aging population.

The last two decades of research have brought a tremendous improvement in knowledge of the endocannabinoid system (eCB system) components and functions under physiological and pathological conditions. The eCB is a neuromodulatory system consists of two subtypes of cannabinoid receptors, CB1 and CB2

Vision

Apotheca Biosciences is positioning to be global leader in discovering new cannabinoid medical technologies to make life better and healthier

Mission

To contribute to human welfare through innovative biomedical engineering solutions; to deliver cannabinoid actives that relieve pain, restore health, and longevity of millions of patients around the world.

Core values:

Apotheca Biosciences, Inc. (the "Company") was originally incorporated in the State of Nevada on October 6, 2014, under the name Pacificorp Holdings, Ltd. On June 2, 2017 the Company entered into a short form Merger Agreement with the Company’s wholly owned subsidiary in order to effect the change of their corporate name. The name change was effected through a parent/subsidiary short-form merger of the Company and its wholly-owned subsidiary, Cannabis Leaf Incorporated., a Nevada Corporation (the “Subsidiary”), under Section 92A.180 of the Nevada Revised Statutes (“NRS”). Pursuant to an Agreement of Merger, dated June 2, 2017, between the Company and the Subsidiary, effective June 7, 2017, the Subsidiary merged with and into the Company and ceased to exist (the “Merger”). Pacificorp Holdings, Ltd was the surviving entity and adopted the name of the subsidiary, Cannabis Leaf Incorporated.

On March 6, 2018 an Agreement and Plan of Merger (the "Agreement") was made and entered into as of March 6, 2018 by and among Cannabis Leaf Incorporated (“CLI”) and Apotheca. The respective Boards of Directors of CLI and Apotheca determined that it was in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for in the agreement in which Apotheca would merge with and into CLI (the "Merger"), with Apotheca as the surviving entity post-Merger, the respective Boards of Directors of CLI and the Apotheca approved the Agreement, the Merger, and the other transactions contemplated by the Agreement, upon the terms and subject to the conditions set forth in the Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger ("NRS"), and their respective corporate documents.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

On August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving Effect to the Merger and the change of name of our company to Apotheca Biosciences Incorporated.

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is a development stage company. The Company has changed it business from a license holder with Affordable Green LLC of Tacoma WA to a cannabis bioscience company. Additionally, the Company has changed its name as a result of a merger with the Company’s wholly owned subsidiary Apotheca Biosciences, Inc. as a result of this merger Cannabis Leaf adopted the name of the subsidiary. The comparative balance sheet is the balance sheet audited as of April 30, 2018 for Apotheca Private.

 NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES 

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is January 31.

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.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three months or less.

Inventory 

Inventory is valued at the lower of the inventory’s cost or the current market price of the inventory. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. At January 31, 2019, the balance of inventory was $7,640.

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, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. These potentially dilutive securities were not included in the calculation of loss per common share for the period ended January 31, 2019 and April 30, 2018 because their effect would be anti-dilutive.

The outstanding securities consist of the following:

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has not elected to early adopt this standard but will adopt it in the next fiscal year.

In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12.

In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12.

The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted.

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2018 through the date these financial statements were issued.

NOTE 3 – MERGER

On March 6, 2018 an Agreement and Plan of Merger was made and entered into as of March 6, 2018 by and among Cannabis Leaf (CLI) and Apotheca. The respective Boards of Directors of CLI and Apotheca have determined that it is in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for in the agreement in which Apotheca would merge with and into CLI , with Apotheca (post name change from cannabis Leaf) as the surviving entity post-Merger, upon the terms and subject to the conditions set forth herein; the respective Boards of Directors of CLI and the Apotheca have approved the Agreement, the Merger, and the other transactions contemplated by the Agreement, upon the terms and subject to the conditions set forth in the Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger ("NRS"), and their respective corporate documents.

At the Effective Time, by virtue of the Merger and without any action on the part of CLI or Apotheca or any holder of capital stock of CLI or Apotheca:

(a) Capital Stock of CLI.  Each issued and outstanding share of capital stock of shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into and shall be existing as one share of CLI's common stock without need of re-issuance.  Such shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation being Apotheca.

(b) Conversion of CLI Stock:(i) Each share of CLI Common Stock issued and outstanding immediately prior to the Effective Time (individually a "Share" and collectively the "Shares"), shall be considered shares of Apotheca as the surviving entity as set forth below (the "Merger Consideration").

(ii) At the Effective Time, each Share held by CLI as treasury stock or held by CLI, or any Subsidiary of CLI, immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CLI continue to exist as shares of Apotheca as the surviving entity without further consideration with respect thereto.

(iii) At the Effective Time, each Share of the Treasury Stock as Authorized Shares but unissued Shares of CLI shall become Treasury Shares but unissued Shares of Apotheca, with no change the authorized shares which were in effect immediately prior to the Effective Time.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

(iv) At the Effective Time, Apotheca as the surviving entity and in exchange for the acquisition of Apotheca shall be issued as such exchange for control and merger the amount of sixty million (60,000,000) shares of Apotheca as the surviving Company in the form of common shares to be distributed as set forth by Apotheca at its direction on a schedule set forth for issuance. Such shares shall be considered the Merger Control Shares and shall represent approximately sixty percent of the then post-issuance control of CLI post-merger. (v) At the time of exchange in such transaction, there is as certified by CLI, its board of directors and management, exist no convertible or other debt with claims or rights superior for the issuance of any shares of common stock in CLI, and no such claims need be recognized by Apotheca as debt of the surviving entity. Any such debt must have been and was not disclosed to Apotheca before this transaction, and the existing of such debt or claims is a liability of the prior management of CLI and not of Apotheca as the surviving entity.

Closing. Upon the terms and subject to the conditions set forth herein and unless this Agreement has been terminated pursuant to its terms, the closing of the Merger on May 15, 2018 at which time the conditions to Closing set forth in this Agreement shall have been satisfied or, to the extent permitted hereunder, waived by the appropriate party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date on which the Closing actually occurs, and the transactions contemplated hereby become effective is hereinafter referred to as the Closing Date CLI and Apotheca shall deliver the certificates and other documents and instruments required to be delivered hereunder.

Effective Time of the Merger. Subject to the provisions of this Agreement, at the Closing, the parties hereto shall (a) cause a certificate of merger in substantially the form required by the Secretary of State of Nevada to be executed and filed with the Secretary of State of the State of Nevada, and (b) take all such other and further actions as may be required by the NRS or other applicable Law to make the Merger effective. The Merger shall become effective as of the date and time of the filing of the Nevada Certificate of Merger or at such later date or time as may be agreed by CLI and CLI in writing and specified in the Nevada Certificate of Merger in accordance with relevant provisions of the NRS. The date and time of such effectiveness are referred to herein as the Effective Time

On August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving Effect to the Merger and the change of name of our company to Apotheca Biosciences Incorporated.

The unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company considered the acquiring company. Based on the acquisition method of accounting, the consideration transferred by the Company is based on number or equity interests (e.g., shares) the Company issued to give the shareholders of the CLI the same percentage of equity interest in the combined entity that resulted from the reverse merger. Consolidated statements immediately following the reverse merger are a continuation of the financial statements of the Company (“accounting acquirer”) retroactively adjusted to reflect the CLI (“accounting acquiree”) legal capital.

The acquisition of a private operating company by a nonoperating public shell corporation typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. A public shell reverse acquisition is viewed as a capital transaction in substance, rather than a business combination. As a result, it should be accounted for as a reverse recapitalization equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. This accounting treatment is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded.

NOTE 4 – GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At January 31, 2019 and April 30, 2018, the Company had $2,942 and $0 in cash and $822,993 and $32,242 in negative working capital, respectively.  From inception (February 26, 2018) through January 31, 2019, the Company had a net loss of $2,125,440. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

NOTE 5 – INVENTORY

As of the January 31, 2019, the balance in inventory is $7,640. The inventory consists of the raw material CBD Isolate, which is a pure, crystalline powder that contains 99% pure CBD.

NOTE 6 – PREPAID ASSETS

As of January 31, 2019, the Company has the following in prepaid assets:

Note:

The prepaid inventory balance of $88,602 is a down payment for 50% of a finished CBD products (i.e. oils, drops, - gel caps, and sleep caps).

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following at January 31, 2019 and April 30, 2018:

The Company purchased nine cubicles and nine office chairs amounting to $2,508 from Nuvus Gro Corp, which is a related party. This is classified in furniture and fixtures. Depreciation expense related to these assets for the year ended January 31, 2019 amounted to $89.

Depreciation expense was $182 for the year ended January 31, 2019.

NOTE 8 – ACCRUED LIABILITIES

As of January 31, 2019, the Company has the following accrued liabilities:

NOTE 9 – NOTES PAYABLE

As of January 31, 2019, the Company had outstanding notes payable totaling $18,600. The notes bear an interest rate of 5% per annum and are due upon demand giving 30 days written notice to the borrower. From inception through January 31, 2019, the Company recorded $695 in interest expense on the notes.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

NOTE 10 – GAIN ON SETTLEMENT OF LIABILITY

In May 2017, CLI, the accounting acquiree, entered into a Licensing Agreement with Affordable Green Washington LLC where the consideration was $2,100,000. On May 3, 2018 the CLI entered into a Settlement and Release Agreement with AGH WA, LLC in order to terminate the License Agreement and cease the business relationship between the Parties and remedy any defaults of the terms and conditions of the License Agreement. The Compensation and Settlement pertaining to entering into the Settlement and Release Agreement was an aggregate total of 2,600,000 restricted Common Shares. On CLI’s balance sheet, a liability was recorded in the amount of $2,158,000, which was based on a fair value of $0.83 per share on the commitment date. As of the merger date, the liability balance of $1,300,000 was assumed by Apotheca in the merger. On August 7, 2018, Apotheca issued 2,600,000 in full satisfaction of the liability. On the date the shares were issued, the fair value of the shares were equal to $0.44. As a result, Apotheca recorded a gain on settlement of liability of $156,000.

NOTE 11 – CONVERTIBLE NOTE PAYABLE

October 3, 2018 Note

On October 3, 2018, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, an accredited investor “Firstfire” pursuant to which the Company issued to Firstfire a Senior Convertible Promissory Note (“Note 1”) in the aggregate principal amount of $300,000. The Company received net proceeds of $243,900 after a $24,000 original note discount and $32,100 of financing costs. The Note has a maturity date of October 3, 2019 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to Firstfire as set forth in the Note.

The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.20 per share. The agreements contain down-round protection in the event the Company issues common stock at a lower price. In connection with the agreement, the Company issued detachable warrants to purchase 480,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration date of October 3, 2021. The warrants contain down-round protection in the event the Company issues common stock at a lower price.

Accounting Considerations

The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative. Additionally the warrants required classification as derivative liabilities.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows:

The net proceeds of $243,900 were allocated to the compound embedded derivative and derivative warrants. This resulted in a day-one derivative loss of $260,917. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $300,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $22,104. The carrying value of the Note as of January 31, 2019 amounted to $22,104.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

January 18, 2019 Note

On January 18, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, an accredited investor “Firstfire” pursuant to which the Company issued to Firstfire a Senior Convertible Promissory Note (“Note 2”) in the aggregate principal amount of $150,000. The Company received net proceeds of $124,200 after a $12,000 original note discount and $13,800 of financing costs. The Note has a maturity date of January 18, 2020 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to Firstfire as set forth in the Note.

The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.20 per share. The agreements contain down-round protection in the event the Company issues common stock at a lower price. In connection with the agreement, the Company issued detachable warrants to purchase 240,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration date of January 18, 2022. The warrants contain down-round protection in the event the Company issues common stock at a lower price.

Accounting Considerations

The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative. Additionally, the warrants required classification as derivative liabilities.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows:

The net proceeds of $124,200 were allocated to the compound embedded derivative and derivative warrants. This resulted in a day-one derivative loss of $268,814. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $150,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $4,156. The carrying value of the Note as of January 31, 2019 amounted to $4,156.

NOTE 12 –DERIVATIVE FINANCIAL INSTRUMENTS

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of January 31, 2019 and the amounts that were reflected in income related to derivatives for the period ended:

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the period from February 26, 2018 (Inception) through to January 31, 2019:

The Company’s Secured Convertible Promissory Notes and Detachable Warrants issued on October 3, 2018 and January 18, 2019 gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Additionally the detachable warrants contained terms and features that gave rise to derivative liability classification.

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:

The Company has selected the Black Scholes Merton valuation technique to fair value the detachable warrants because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

Significant inputs and results arising from the Black Scholes Merton process are as follows for the detachable warrants classified in liabilities:

The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended January 31, 2019.

NOTE 13 –LEASE OBLIGATION

On August 1, 2018, the Company entered into a lease agreement with Nuvus Gro Corp, a related party. The agreement provides for monthly rent payments in the amount of $6,408. The lease period is 24 months. Upon execution of the agreement, the Company was required to pay the last month’s rent deposit in the amount of $6,000. As of January 31, 2019, the Company recorded $38,448 in rent expense related to this agreement. As of April 1, 2019, the agreement was modified to increase the monthly rent to $9,612. The Companies remaining lease obligation is as follows:

NOTE 14 –COMMON SHARES TO BE ISSUED

From inception through January 31, 2019, the Company received cash totaling $73,700 in exchange for 184,250 shares of common stock at $0.40 per share. As of January 31, 2019 the shares had not been issued. As such, the value of $73,700 was recorded in equity under shares to be issued, common shares.

NOTE 15 – OPTIONS

In connection with Employment Agreements executed on November 6, 2018, 1,000,000 options have been granted to the Company’s three current officers. The aggregate amount of options granted amounted to 3,000,000. The options have an exercise price of $0.31 per share and vest over three years. The Company calculated a grant date fair value of $560,953. From the period of inception (February 26, 2019) to January 31, 2019, the Company recorded $79,060 related the portion vested.

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

NOTE 16 –EQUITY   

Preferred Stock

The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per shares. The Company has 1,000,000 Series A shares authorized, 4,000,000 Series B shares authorized and 5,000,000 Series C shares authorized. As of January 31, 2019, the company had 0 shares of preferred stock issued and outstanding.

Common Stock

The Company has authorized 590,000,000 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 November 19, 2018, the company issued 300,000 shares as a stock bonus to the Company’s CEO valued at $0.7080 per share, resulting in stock compensation expense of $212,400.

On December 20, 2018, the company issued 4,000,000 shares as a stock bonus to the Company’s executives valued at $0.38 per share, resulting in stock compensation expense of $1,520,000.

As of January 31, 2019, the company had 118,214,000 shares of common stock issued and outstanding.

NOTE 17 – INCOME TAXES 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has a net operating loss of $2,512,440 since inception on February 26, 2018. The Company computes tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. The net operating loss can be carried forward indefinitely.  

The components of the net deferred tax asset at January 31, 2019 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

The tax years ended January 31, 2019 is open for audit by both federal and state taxing authorities.

Income tax benefit resulting from applying statutory rates in jurisdictions in which we are taxed (Federal and State of Nevada) differs from the income tax provision (benefit) in our financial statements. The following table reflects the reconciliation for the year ended January 31, 2019:

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

NOTE 18 – RELATED PARTIES

Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.

Fixed Assets

The Company purchased nine cubicles and nine office chairs amounting to $2,508 from Nuvus Gro Corp, which is a related party. This is classified in furniture and fixtures.

Lease Agreement

On August 1, 2018, the Company entered into a lease agreement with Nuvus Gro Corp, a related party. The agreement provides for monthly rent payments in the amount of $6,408. The lease period is 24 months. Upon execution of the agreement, the Company was required to pay the last month’s rent deposit in the amount of $6,000. As of April 1, 2019, the agreement was modified to increase the monthly rent to $9,612. See Note 13.

Lease Agreement

On August 1, 2018, the Company entered into a lease agreement with Nuvus Gro Corp, a related party. The agreement provides for monthly rent payments in the amount of $6,408, for a period of 24 months. See Note 13.

Accounts Payable

The Company has $8,225 in outstanding accounts payable to related parties. The company has a balance of $8,000 owed to the CEO’s wife, for product design and marketing services. Additionally, the Company has a balance of $225 owed to Nuvus Gro Corp, a related party for the purchase of office furniture.

NOTE 19 – CONTINGENCIES

None.

NOTE 20 - SUBSEQUENT EVENTS

Management has evaluated events that occurred subsequent to the end of the reporting period shown herein:

Share issuances

On April 4, 2019, the Company issued 200,000 shares to the Company’s COO as compensation.

On April 4, 2019, the Company issued 200,000 shares to the Company’s CTO as compensation.

On April 4, 2019, the Company issued 50,000 shares to a related party (a relative of the CEO), in lieu of payment of $7,950 owed for marketing and design services.

On April 25, 2019 the Company issued 176,795 shares to FirstFire Global for conversion of $15,000 of principal.

On May 6, 2019 the Company issued 304,515 shares to FirstFire Global for conversion of $20,000 of principal.

Lease agreement

Subsequent to the reporting period, the Company modified its lease agreement for office space with Nuvus Gro Corp, a related party, As of April 1, 2019, the monthly rent is increased to $9,612 from $6,408.

Stock purchase agreement

On April 19, 2019, the Company entered into a stock purchase agreement with Apotheca BioSciences, LLC, a related party, which owns 100% of the common stock of ProMED Biosciences, Inc, a newly formed entity. As part of the agreement, the Company agreed to purchase 600,000 of the 1,000,000 common share of ProMED Biosciences, Inc. from Apotheca BioSciences, LLC in exchange for 60,000,000 shares of the Company’s common stock. Following the purchase, the Company will own 60% of ProMED Biosciences, Inc., while Apotheca BioSciences, LLC will own the other 40%.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:  

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended Aril 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current director(s) and executive officer(s):

*Effective December 04, 2018, Mr. Talari resigned as the Acting CEO and director of the Company.  The decision was based on personal matters not related to any disagreement with the Company. Effective December 04, 2018, Dr. P.C. Sundareswaran was elected by the majority shareholders and the board of directors as the Chairman & CEO. Mr. John Verghese, Company’s CTO, assumed the acting CEO position until Dr. P.C. Sundareswaran began his position on Jan. 1 2019.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada General Corporate Law. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

Sam Talari – President CEO, CFO, Director (Chairman of the Board) (from Inception through December 4, 2018)

Mr. Talari, born and raised as an entrepreneur, found his calling in incubating exciting leading edge technology companies in private and public sector, with a unique business plan merging the boundaries between a hedge fund and a VC. Mr. Talari has been the Chief Executive Officer of FutureWorld Energy, Inc. since November 21, 2005. Mr. Talari served as the Acting Chief Executive Officer at Infrax Systems, Inc. since November 21, 2008 and Chief Operating Officer until October 2009 and served as its Interim President. Mr. Talari founded and manages FutureTech since 2001 and Talari Industries since 2008. He serves as a Director at PowerCon Energy Systems, Inc, and Chairman & CEO of Lockwood Technology. He studied Computer Science and Mathematics at the University of New Hampshire. Mr. Talari holds a Bachelor's Degree in Computer Science, Engineering, and Mathematics from University of Lowell and has a Master's Degree in Finance from Trinity. 

John Verghese – CTO, Director

Seasoned telecommunication expert with 23+ years of experience in building and operating local and wide area networks. Well rounded in all the functional areas of the telecom industry from planning, engineering and operations to sales and customer support. Extensive experience working for a local power utility to provide voice, video and data communications to corporate facilities, power plants and substations. He also now serves as President and CEO of HempTech Corp, a global leader in solutions to the cannabis industry.

Dr. P.C. Sundareswaran – CEO (effective January 1, 2019)

Dr. Sundareswaran has over 30 years of executive leadership experience in the pharmaceutical industries. As CEO of Apotheca Biosciences he brings expertise in growing and scaling businesses, developing winning strategies, operations, marketing, sales and innovation for global businesses and broad brand portfolios. Working at Eli Lilly, Abbot Labs and Bayer, Sundar held positions of increasing responsibility with strong proven results. He has brought several FDA-approved drugs to market. He also built several collaborative ventures for these companies. Sundar’s experience in the pharma sector is helping Apotheca Biosciences to be a lead player in the CBD arena. Sundar earned his Ph.D. in Chemistry from Vanderbilt University.

Deidre Fernandes – COO, Director

Deirdre Fernandes had a long career with Citigroup, over 34 years, working in a variety of positions primarily in the Technology area. As a Senior Manager in the Operations and Technology area her job functions included managing large, global corporate technology projects in Finance and Procurement. Her most recent experience was in Risk and Control, reviewing and revising their internal assessment process to standardize the program across the Corporate Technology Office. Over the years, working in several functional areas, she has amassed an incredible amount of experience which will be valuable to the operations of the company. Deirdre has earned a Bachelor of Arts from Queens College of New York, CUNY.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles.

The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and Independent Registered Public Accounting Firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on as part of the Company’s S-1 that is incorporated by reference hereto as Exhibit 14.01.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended January 31, 2018, Forms 5 and any amendments thereto furnished to us with respect to the year ended January 31, 2018, and the representations made by the reporting persons to us, we believe that during the year ended January 31, 2018, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

The following table sets forth the compensation paid to our executive officers during the period from inception (February 26, 2018) to January 31, 2019:

Outstanding Equity Awards at Fiscal Year-End

Saeed Talari was granted a stock award of 300,000 shares valued at $212,400. John Verghese and Deidre Fernandes were granted 1,000,000 options each on November 6, 2018. The options vest over three years. As of January 31, 2019, 107,991 options vested each resulting in fair value of $26,353 each.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

We may plan to have our directors receive $1,000 per month as compensation as directors but there is no compensation being considered at this time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of January 31, 2019, by: (i) our directors; (ii) our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Changes in Control

None.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

The Company has the following related party transactions.

Fixed Assets

The Company purchased nine cubicles and nine office chairs amounting to $2,508 from Nuvus Gro Corp, which is a related party. This is classified in furniture and fixtures.

Lease Agreement

On August 1, 2018, the Company entered into a lease agreement with Nuvus Gro Corp, a related party. The agreement provides for monthly rent payments in the amount of $6,408. The lease period is 24 months. Upon execution of the agreement, the Company was required to pay the last month’s rent deposit in the amount of $6,000. As of April 1, 2019, the agreement was modified to increase the monthly rent to $9,612. See Note 13.

Accounts Payable

The Company has $8,225 in outstanding accounts payable to related parties. The company has a balance of $8,000 owed to the CEO’s wife, for product design and marketing services. Additionally, the Company has a balance of $225 owed to Nuvus Gro Corp, a related party for the purchase of office furniture.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, John Verghese is not an independent director because he is also an executive officer of the Company.

According to the NASDAQ definition, Deirde Fernandes is not an independent director because he is an officer of the Company.

According to the NASDAQ definition, P.C. Sundareswaran is not an independent director because he is an officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

During the period from inception (February 26, 2018) to January 31, 2019, we incurred $13,584 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended January 31, 2019.

Audit-Related Fees

The aggregate fees billed during the period from inception (February 26, 2018) to January 31, 2019 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) was $13,584.

Tax Fees

The aggregate fees billed during the period from inception (February 26, 2018) to January 31, 2019 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $0.

All Other Fees

The aggregate fees billed during the period from inception (February 26, 2018) to January 31, 2019 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.