UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC.C. 20549

~~FORM~~ For the Fiscal Year ~~10-K~~Ended January 31, 2019

~~For the Fiscal Year Ended January 31, 2018~~ [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ~~________~~ to ~~______~~

~~CANNABIS LEAF~~APOTHECA BIOSCIENCES, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Nevada	000-55467	4783-~~2055848~~0773005
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	4500 9th Avenue NE Seattle WA 98105
	(Address of principal executive offices)
	206-430-6250
	(Registrant’s Telephone Number)

~~Indicate by~~10901 ~~check~~Roosevelt ~~mark~~Blvd ifN ~~the~~Bldg. ~~registrant~~C is1000 Saint ~~a well-known seasoned issuer~~Petersburg, asFL ~~defined in Rule 405 of the Securities Act. Yes [ ] No [X]~~33716

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15~~(d)Address of ~~the~~principal ~~Act.~~executive ~~Yes [ ] No [X]~~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, ~~2017~~2018, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $1559,~~343~~235,~~800~~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 1715, ~~2018~~2019, there were ~~110~~ 118,~~314~~664,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

	Table of Contents	Page
	PART I
Item 1	Business	3
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	9
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8	Financial Statements and Supplementary Data	12
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A	Controls and Procedures	14
Item 9B	Other Information	15
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	16
Item 11	Executive Compensation	19
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13	Certain Relationships and Related Transactions	21
Item 14	Principal Accountant Fees and Services	22
	PART IV
Item 15	Exhibits	23

		Page
	PART I
Item 1	Business	3
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	7
Item 2	Properties	8
Item 3	Legal Proceedings	8
Item 4	[REMOVED AND RESERVED]	8
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6	Selected Financial Data	9
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8	Financial Statements and Supplementary Data	12
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A	Controls and Procedures	14
Item 9B	Other Information	15
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	16
Item 11	Executive Compensation	19
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13	Certain Relationships and Related Transactions	21
Item 14	Principal Accountant Fees and Services	22
	PART IV
Item 15	Exhibits	23

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;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

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 ~~“Company”,~~the ~~“PCFP”,~~words “"we”, “" "our," "us”," ~~and~~the ~~“our”~~"Company," ~~are~~or ~~references~~"Cannabis" refers to ~~Cannabis~~Apotheca ~~Leaf~~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

Corporate History

We were incorporated on October 6, 2014 and are a startup exploration company without mining operations and we are in the business of mineral exploration. We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We have not implemented our business plan to date. In order complete Phase 1, with an estimated cost of $7,800 and Phase II, with an estimated cost of $22,374 of our anticipated exploration program. We will need to raise additional funds, with Phase 1 expected to commence between May 1, 2016 and July 31, 2016. To date we have not commenced our exploration program. Our mining claims the Delcer Buttes 1-12 are currently in good standing with Elko County and Bureau of Land Management (BLM) There is no assurance that a commercially viable copper, lead, zinc, and tungsten mineral deposit exists on our mining claims. Further exploration will be required before a final evaluation as to the economic and legal feasibility of our mining claims can be determined. Even if we complete our current exploration program and it is successful in identifying a copper, lead, zinc, and tungsten deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

We entered into a verbal agreement with our consulting Geologist DA Bending to act as an agent to prospect, locate, stake claims, register claims and provide a preliminary geological report for us, and is comprised of one claim block of 12 claims or 240 acres, respectively. The claims are located in the Ruby Valley Approximately 83km southeast of Elko Nevada. The nearest commercial airport is at Reno, approximately 360 road miles from the property. The Delcer Buttes Property is in good standing with the State of Nevada and The Bureau of Land Management (BLM) and is due for renewal on or before August 31, 2017 at a cost of approximately $2,000. The claims are not accessible all year round, there are periods where our claims may be un-accessible each year due to snow in the area. This means that our exploration activities may be limited to a period of about eight to nine months per year. Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.

On August 31, 2017 the Company elected not re-new the Delcer Buttes Property claims and subsequently reverted back to the BLM (Bureau of Land Management).

On March 15, 2017, Mr. Laurie Stephenson was appointed as a member of the board of directors. Additionally, Mr. Stephenson was appointed President, CEO, Secretary and Treasurer of the Corporation, immediately following the resignation of Wan Soo Lee as an officer of the Corporation.

On March 15, 2017 Mr. Kook Chong Yoo tendered his resignation as an officer and director of the Corporation. Additionally, On March 15, 2017 Mr. Wan Soo Lee tendered his resignation as an officer of the Corporation. Mr. Lee will remain as a director of the Corporation.

Additionally, there have been no conflicts with the Corporation or other board members during Mr. Yoo’s tenure as an officer and director and Mr. Lee’s tenure as an officer.

On March 29, 2017 the Registrant entered into a Letter of Intent with Affordable Green Washington LLC of Tacoma WA to obtain an exclusive license to market and distribute Affordable Green’s Products in the State of Washington.

~~The terms~~PART ~~of the Letter of Intent are $50,000 on or before April 30, 2017, $50,000 on or before May 31, 2017 and a balance of $2,000,000 within six months for an aggregate total of $2,100,000.~~I

~~On May~~ITEM ~~2, 2017 Mr~~1. Jason Sakowski was appointed to the board of directors and as an officer of the Corporation. Immediately following Mr. Sakowski’s appointment Laurence Stephenson resigned his positions as an officer and director of the Corporation.BUSINESS

~~There~~Apotheca is a developer of cutting-edge medical ~~have~~products, ~~been~~nutraceuticals, noformulation ~~conflicts~~and ~~with~~delivery ~~the~~technologies ~~Corporation~~for orthe ~~other~~healthcare ~~board~~and ~~members~~consumer ~~during~~care Mrindustry. ~~Stephenson’s~~Its ~~tenure~~pipeline asof products anincludes, ~~officer~~transdermal, ~~and~~sublingual, ~~director~~ and ~~his~~nasal ~~resignation~~delivery ~~was~~technologies afor ~~result~~precise and controlled dosing of ~~conflicting~~cannabinoids. Apotheca ~~schedules~~believes ~~and~~that ~~personal~~it ~~reasons~~can deliver meaningful benefits using its technologies to the world's aging population.

OnApotheca Biosciences, Inc. (the "Company") ~~May~~was 4originally incorporated in the State of Nevada on October 6, ~~2017~~2014, under the name Pacificorp Holdings, Ltd. On June 2, 2017 the Company entered into ana ~~exclusive~~short ~~License~~form Merger Agreement with ~~Affordable~~the ~~Green~~Company’s ~~Washington~~wholly ~~LLC~~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.

~~The~~On April 26, 2018 our company provided a Notice ~~License~~of ~~Fees~~Termination ~~shall~~to beGreen ~~due~~Venture with respect to the Letter of Intent entered into by our company and ~~payable~~Green asVenture ~~follows:~~on October 24, 2017. No Consideration has been paid to date.

~~$25,000 Due~~On ~~upon~~March ~~execution~~6, ~~of the agreement receipt of which has been acknowledged by all parties; $25~~2018,~~000~~ ~~Due~~an onAgreement orfor ~~before~~Plan ~~May 15, 2017;~~of ~~and~~Merger ~~$50,000~~(the ~~Due~~“Agreement”) onwas orentered ~~before~~into ~~May~~by ~~31,~~our ~~2017;~~company and ~~$2,000,000~~Apotheca ~~on or before September 30~~Biosciences, ~~2017,~~Inc. ~~with~~(“Apotheca ~~closing to occur on or before~~Biosciences”), ~~May~~a ~~31,~~Nevada ~~2017~~corporation. ~~There~~Such ~~can~~Agreement bewill noresult ~~assurance~~in ~~that~~ the ~~Company~~merger ~~will~~of beApotheca ~~able~~Biosciences tointo ~~raise~~our ~~the~~company ~~requisite~~with ~~funding~~our ~~associated~~company ~~with~~to be the ~~terms and~~surviving ~~conditions~~entity ofunder the ~~License~~name ~~Agreement~~"Apotheca Biosciences, Inc.".

~~The~~Pursuant to the Agreement, our company agreed ~~License~~to ~~also~~issue ~~provides~~to ~~the~~Apotheca ~~Company~~Biosciences ~~with~~sixty ~~the~~million ~~right~~(60,000,000) shares of ~~first~~our ~~refusal~~common tostock ~~other~~in ~~states~~exchange ~~that~~for ~~has~~all ~~approved~~of the ~~medical~~shares ~~and~~of ~~non-medical~~Apotheca ~~application~~Biosciences. ofThis ~~Marijuana~~issuance ~~and~~will ~~related~~result ~~products,~~in ~~and~~a ~~first~~change ~~right~~in control of ~~refusal~~our ~~for~~company. ~~the~~Upon ~~country~~execution of ~~Canada~~the ~~which~~Agreement, ~~has~~Apotheca ~~scheduled~~Biosciences will receive the ~~legalization of~~immediate ~~Marijuana~~right ~~for~~to ~~medical~~the ~~and~~appointment ~~non-medical~~of ~~use~~the indirectors ~~2018.~~and ~~Additionally~~officers to our company, ~~the~~with ~~agreement~~our ~~provides~~current ~~the~~officer ~~Company~~resigning his ~~with~~officer ~~the~~positions. ~~opportunity~~On ~~to white~~April ~~paper~~24, ~~license~~2018 ~~(use~~our ~~their~~company ~~own~~issued ~~Brand)~~60,000,000 ~~with~~restricted ~~permission~~common ~~from~~shares ~~Affordable~~as ~~Green~~the ~~Washington~~consideration ~~LLC~~under the Agreement.

~~The License~~On ~~Agreement~~March ~~contains customary representations and warranties~~20, ~~any~~2018 ~~breaches~~our ofcompany ~~the~~issued ~~representations~~ 831,330 and ~~warranties will be subject to customary indemnification provisions~~142,670 ~~subject~~restricted tocommon ~~specified~~shares ~~aggregate~~in ~~limits~~settlement of ~~liability.~~debt ~~The~~in ~~foregoing summary description of~~ the ~~terms~~amounts of ~~the~~$166, ~~License~~266 ~~Agreement~~and ~~may not contain all information that is of interest to the reader. The license agreement may be read in its entirety as Exhibit 10.1 to form 8-K filed with the SEC on May 9~~$28,534 ~~2017~~respectively.

~~Additionally~~On May 3, 2018 our company executed ~~Director~~a ~~Wan~~Settlement ~~Soo~~and ~~Lee~~Release ~~resigned~~Agreement ~~his~~with ~~position~~Affordable asGreen aWashington ~~director~~LLC on(aka ~~May~~AGH 4WA, 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.

~~On June~~Effective August 2, ~~2017 Pacificorp Holdings~~2018, ~~Ltd.,~~Articles ~~Nevada~~of ~~corporation~~Merger and (the ~~“Company”),~~Merger ~~entered~~Agreement ~~into~~were afiled ~~short form Merger Agreement~~ with the ~~Company’s~~Nevada ~~wholly~~Secretary ~~owned~~of ~~subsidiary~~State, ingiving ~~order~~effect to ~~effect~~the merger and the change of ~~their~~name ~~corporate~~of ~~name~~our company to Apotheca Biosciences Incorporated. The ~~name~~Merger ~~change~~ was ~~effected through~~approved aby ~~parent/subsidiary~~our ~~short-form~~board ~~merger~~ of ~~the~~directors ~~Company~~ and ~~its~~our ~~wholly-owned~~ subsidiary, ~~Cannabis~~on ~~Leaf~~March ~~Incorporated.~~31, ~~a Nevada~~ ~~Corporation (the “Subsidiary”), under Section 92A~~2018.~~180~~ ofIn ~~the~~accordance with Nevada Revised Statutes (“NRS”). ~~Pursuant to~~Section ~~an Agreement of Merger~~92A.180, ~~dated~~stockholder ~~June~~approval 2,was ~~2017~~not ~~(the “Merger Agreement”), between the Company and the Subsidiary, effective June 7, 2017, the Subsidiary merged with and into the Company and ceased to exist (the “Merger”)~~required. ~~The Company is the surviving entity and will adopt the Subsidiary’s name in the Merger.~~

~~To effectuate~~We ~~the~~have ~~Merger,~~not ~~the~~ever ~~Company~~declared ~~filed~~bankruptcy, ~~Articles~~been in ofreceivership, ~~Merger~~or ~~and~~involved ~~the~~in ~~Merger~~any ~~Agreement~~kind ~~with the Nevada Secretary~~ of ~~State~~legal ~~on June 7, 2017~~proceeding. ~~Copies~~We ofhave ~~the~~minimal ~~Articles~~revenues ofand ~~Merger~~limited ~~and~~cash ~~Merger~~on ~~Agreement~~hand. ~~are~~We ~~filed~~have assustained losses ~~Exhibits~~since ~~3.1~~inception and ~~3.2,~~have ~~respectively,~~relied tosolely ~~this~~upon ~~Form~~the ~~8-K and~~sale ~~are~~of ~~incorporated~~our bysecurities ~~reference~~for ~~herein~~funding.

~~The Merger~~Business ~~was approved by the board~~ of ~~directors of~~ the Company ~~and the Subsidiary on June 2, 2017. In accordance with NRS Section 92A.180, stockholder approval was not required.~~

4Upon 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.

~~Increase in Authorized Common shares and Forward Stock Split~~4

~~On June~~We 2,are ~~2017, the Company’ Board of Directors approved amending the Company’s Articles of Incorporation by filing~~ a ~~Certificate~~medical ofdevice ~~Change,~~company ~~pursuant to NRS 78.209, increasing its authorized shares from 100,000,000 shares of common stock at $.001~~developing ~~par~~engineering ~~value to 600,000,000 shares of common stock at $.001 par value;~~ and ~~affecting~~device asolutions 6 for 1cannabinoid ~~forward~~medical ~~stock split (the “Forward Split”)~~technologies. The ~~Certificate~~company ofis ~~Change~~incorporated ~~was~~in ~~filed with the Secretary of State of the State of~~ Nevada ~~on June 5, 2017. A copy of the Certificate of Change is filed~~ as ~~Exhibit~~a ~~3.3~~Corporation ~~to this Form 8-K and is incorporated by reference herein. In accordance~~ with ~~the~~principal ~~Forward~~business ~~Split,~~in aSaint ~~shareholder~~Petersburg, ~~holding~~FL. ~~100~~The ~~shares~~company ~~will receive 500 additional shares of common stock~~develops, solicense ~~that~~and ~~the~~market ~~shareholder will~~cannabinoid ~~hold~~technologies ~~a total of 600 shares of common stock after the forward stock split. Shareholders will not need~~ to ~~return~~various ~~their~~market ~~share~~sectors. ~~certificates;~~Our ~~the~~principal ~~additional~~executive ~~shares~~offices ~~will~~are belocated ~~entered~~at on10901 ~~the~~Roosevelt ~~books~~Blvd ofN ~~the Company’s stock transfer agent, Action Stock Transfer~~Bld. ~~Shareholder~~ ~~may~~C ~~request certificates for the additional shares~~1000, atSaint ~~the shareholder’s expense~~Petersburg, ~~from~~FL ~~the stock~~33716. Our ~~transfer~~telephone ~~agent.~~number ~~The~~is ~~forward~~(727) ~~stock split will not change the relative voting power of our shareholders~~228-3994.

~~Other~~Apotheca Biosciences, through its divisions, ~~than~~develops ~~changing~~novel ~~the~~cannabinoid ~~Company’s~~delivery ~~name~~devices asfor adispensing ~~result~~effective ofdose ~~the~~concentrations ~~Merger,~~to ~~increasing~~treat ~~the~~different ~~authorized~~human ~~shares~~diseases, ~~and~~OTC drug ~~affecting~~formulations aand 6pharmaceutical ~~for~~research. 1Apotheca's ~~forward stock~~research ~~split,~~and ~~there~~development ~~were~~includes nospecific ~~other~~delivery ~~changes~~devices to ~~the~~treat Alzheimer's ~~Company’~~disease, Parkinson's ~~Articles~~disease ofand ~~Incorporation~~severe, chronic pain. ~~None~~For each of these ~~actions~~diseases, ~~affect~~there ~~the~~is ~~rights of~~a ~~the~~dire ~~Company’s~~need ~~security~~for ~~holders~~targeted delivery of cannabinoid-based actives.

~~On August~~Apotheca 1,Biosciences ~~2017~~is ~~Jason~~developing ~~Sakowski~~cutting-edge medical ~~the~~products, ~~registrants~~nutraceuticals, ~~current~~formulation ~~President~~ and ~~CEO~~delivery ~~and~~technologies afor ~~director entered in to purchase agreements with~~ the ~~former~~healthcare ~~directors~~ and ~~officers~~consumer ofcare ~~the~~industry. ~~Registrant~~Our ~~to purchase an aggregate total~~ pipeline of ~~twenty~~products ~~seven~~includes, ~~million (27~~transdermal,~~000,000)~~ ~~Restricted Common Shares~~sublingual, ~~resulting~~and innasal adelivery ~~change~~technologies ~~in control of the Registrant. The purchase price~~ for ~~the~~precise ~~shares~~and iscontrolled ~~$10,000~~dosing ~~and~~of ~~$5,000 respectively~~cannabinoids. ~~and~~We isbelieve ~~due~~that ~~and~~we ~~payable~~can ondeliver ormeaningful ~~before~~benefits ~~March~~using ~~31,~~our ~~2018.~~technologies Toto ~~date~~the ~~this~~world's ~~transaction~~aging ~~has not closed~~population.

~~On October~~Apotheca ~~24,~~is ~~2017,~~currently ~~Cannabis~~emphasizing ~~Leaf~~research and ~~Incorporated~~development ~~(the~~in ~~“Company”)~~addition ~~entered~~to ~~into~~the acreation ~~Letter~~ of ~~Intent~~high-grade ~~(the~~nutraceuticals ~~“LOI”) with~~and ~~Green Venture Capital Inc~~cosmetics. ~~(“Green~~The ~~Venture”)~~health ~~whereby~~of ~~the~~our ~~Company~~customers ~~will~~takes ~~be assigned Green Venture’s interest~~precedence inand aour ~~Letter~~solid ofbusiness ~~Intent~~strategy ~~(the~~ensures ~~“MMS~~our ~~Farms~~focus ~~LOI”)~~on ~~that~~customer ~~Green Venture has with MMS Farms, LLC (“MMS Farms”)~~well-being. ~~MMS~~ ~~Farms~~Our ~~owns~~goal ais ~~Tier~~to 2lay ~~Recreational~~the ~~Marijuana~~groundwork ~~Production~~ and ~~Processing~~continue ~~License~~research of ~~which~~cannabinoid ~~allows~~receptiveness ~~MMS~~in ~~Farms~~patients ~~to produce~~ and ~~process recreational~~create ~~marijuana~~nutraceuticals ~~under~~that ~~the~~reflects ~~laws~~our ~~of the State of Washington~~research.

~~Closing will~~The ~~take~~last ~~place~~two ondecades ~~the~~of ~~MMS~~research ~~Farms~~have ~~LOI~~brought a istremendous ~~assigned~~improvement toin ~~the~~knowledge ~~Company~~of bythe ~~Green~~endocannabinoid ~~Venture~~system ~~and~~(eCB ~~MMS~~system) ~~Farms.~~components ~~The~~and ~~Company~~functions isunder tophysiological ~~provide financing~~and ofpathological ~~$500,000~~conditions. toThe ~~Green~~eCB ~~Venture,~~is ~~payable~~a inneuromodulatory ~~installments.~~system ~~Further~~consists ~~information~~of ~~will~~two besubtypes ~~disclosed~~of ~~once~~cannabinoid areceptors, ~~definitive~~CB1 ~~agreement~~and ~~is finalized.~~CB2

~~Events Subsequent~~Core ~~to January 31, 2018~~values:

~~On March~~· 6Contribute to human welfare through innovative biomedical engineering solutions; to deliver cannabinoid actives that relieve pain, ~~2018~~restore health, Anand ~~Agreement~~longevity ~~for~~of ~~Plan~~millions of ~~Merger~~patients (around the ~~“Agreement”)~~world. ~~was~~· ~~entered~~Bring ~~into~~cost-effective byand ~~Cannabis~~meaningful ~~Leaf~~medical ~~Incorporated.~~care ~~(“Cannabis Leaf”),~~to apatients ~~Nevada~~· ~~Corporation,~~Build an environment of creativity and ~~Apotheca~~transform ~~Biosciences,~~new ~~Inc.~~ideas ~~(“Apotheca~~into ~~Biosciences”),~~breakthrough atechnologies ~~Nevada~~and ~~Corporation. Such~~devices ~~Agreement~~· ~~will~~Pursue ~~result~~innovative inengineering ~~the~~solutions ~~merger~~that ofchallenge ~~Apotheca~~established ~~Biosciences~~thinking ~~into~~· ~~Cannabis~~Change ~~Leaf~~and act with ~~the~~speed ~~Corporation~~via toscientific ~~survive~~collaboration, aspartnership ~~Apotheca Biosciences.~~and a winning spirit

Apotheca Biosciences and Cannabis Leaf entered into the Merger Agreement where Cannabis Leaf agreed to issue Apotheca Biosciences sixty million (60,000,000) common shares of Cannabis Leaf in exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of Cannabis Leaf. Under the Agreement, upon closing, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers of the surviving corporation by the resignation of the existing officer of Cannabis Leaf and the simultaneous appointment of the officers and two additional directors.5

~~Additionally, the~~CANNABINOID ~~Parties have agreed to change the name of Cannabis Leaf to “Apotheca Biosciences, Inc.” under Nevada law.~~DRUG PLATFORM

5Over 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.

OnSince the discovery of this system modern scientists ~~March~~have ~~20,~~come ~~2018~~to believe the ~~Company~~endocannabinoid ~~issued~~system ~~831,330~~is ~~and~~intimately ~~142,670~~involved ~~restricted~~in ~~common~~human ~~shares~~physiology, inincluding ~~settlement~~elements ofas ~~debt~~diverse inas the movement ~~amounts~~ of ~~$166~~control, ~~266 and~~reproduction, ~~$28~~memory,~~534~~ ~~respectively.~~appetite, bone tissue formation, amongst other functions

~~On April~~Cannabinoid ~~24, 2018 the Company Issued a 60,000,000 restricted common shares as the consideration, as part of the terms~~ and ~~conditions of~~its ~~the~~Medical ~~Merger Agreement between Cannabis Leaf and Apotheca Biosciences.~~Importance

~~On April~~The ~~26,~~major ~~2018~~psychoactive ~~Cannabis~~component ~~Leaf,~~of ~~Inc.~~cannabis is ∆9-tetrahydrocannabinol (~~the~~9-THC), ~~Registrant~~whereas cannabidiol (CBD) ~~provided~~is athe ~~Notice~~major ofand ~~Termination~~most towidely ~~Green~~studied ~~Venture~~of ~~Capital~~the ~~Inc~~other constituents. CBD, ~~Pursuant~~unlike to 9-THC, does not activate the ~~Letter~~CB1 and ofCB2 receptors, ~~Intent~~which ~~entered~~probably ~~into~~accounts byfor ~~Cannabis~~its ~~Leaf,~~lack ~~Inc~~of psychotropic activity. ~~and~~It ~~Green~~exerts ~~Venture~~its ~~Capital,~~pharmacological ~~Inc~~effects through multiple mechanisms. onPreclinical ~~October~~studies 24have suggested a wide range of possible therapeutic effects of THC, ~~2017~~CBD and ~~pursuant~~other toactive ~~Section~~components from marijuana on several conditions, including Parkinson's L.disease, ofAlzheimer's ~~the~~disease, ~~Letter~~cerebral ofischemia, ~~Intent~~diabetes, Norheumatoid ~~Consideration~~arthritis, ~~has~~other ~~been~~inflammatory ~~paid~~diseases, tonausea ~~date~~and cancer.

~~On May~~· 3,The ~~2018~~main ~~Cannabis~~mechanism ~~Leaf~~is the capability of cannabinoids to restore the normal balance between oxidative events and antioxidant endogenous mechanisms that is frequently disrupted in neurodegenerative disorders, ~~Inc~~thereby enhancing neuronal survival. ~~(the~~· ~~Registrant)~~The ~~executed~~second key mechanism for cannabinoids as a ~~Settlement~~neuro-protective ~~and~~compound ~~Release~~involves ~~Agreement~~its ~~with~~anti-inflammatory ~~AGH~~activity WAthat is exerted by mechanisms other than the activation of CB2 receptors, ~~LLC~~the incanonic ~~order~~pathway for the anti-inflammatory effects of most of cannabinoid agonists. Anti-inflammatory effects of CBD have been related to ~~terminate~~ the ~~License~~control ~~Agreement~~of microglial cell migration. · Cannabinoids have also shown to increase memory and ~~cease~~cognition in mouse models · Other mechanisms proposed for the ~~business~~neuro-protective ~~relationship~~effects ~~between~~of cannabinoids include: (i) the ~~Parties~~contribution of 5HT1A receptors, ~~and~~e.g. ~~remedy~~in ~~any~~stroke, ~~defaults~~(ii) the inhibition of ~~the~~adenosine ~~terms~~uptake, e.g. in neonatal ischaemia and ~~conditions of~~(iii) ~~the~~specific ~~License~~signaling ~~Agreement~~pathways that play a role in b-amyloid plague reduction and tau hyperphosphorylation in Alzheimer's disease.

~~The~~Up until the last two decades, marijuana research ~~Compensation~~was ~~and~~a ~~Settlement~~rather ~~pertaining~~esoteric field, of interest to ~~entering~~a ~~into~~small number of scientists. A contributory factor was the ~~Settlement~~highly ~~and~~lipophilic ~~Release~~nature of ~~Agreement~~the isbiologically anactive ~~aggregate~~ingredients, ~~total~~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 2this concept was the identification of the correct chemical structure of the main psychoactive ingredient of marijuana,~~600~~ THC,~~000~~ and the subsequent demonstration that bioactivity ~~Restricted~~resides ~~Common~~in ~~Shares~~the l-stereoisomer of this compound which is one of approximately 60 cannabinoids present in the plant.

~~We anticipate that we will incur over the next twelve months the following expenses:~~6

Category	Planned Expenditures Over The Next 12 Months (US$)
Legal and Accounting Fees	$	25,000
TOTAL	$	25,000

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.

~~Our~~The endocannabinoid system (ECS), ~~total~~which ~~expenditures~~acts ~~over~~through the ~~next~~CB1 ~~twelve~~and ~~months~~CB2 ~~are~~receptors, ~~anticipated~~is toa bepleiotropic ~~approximately~~signaling system involved ~~$25~~in all aspects of mammalian physiology and pathology,~~000.~~ ~~Our~~and ~~cash~~for onthis ~~hand~~reason asit represents a potential target for the design and development of ~~January~~new ~~31,~~therapeutic ~~2018~~drugs. isOver ~~$0.~~the Wepast dodecades, ~~not~~the ~~have~~endocannabinoid ~~sufficient~~system ~~cash~~has onbeen ~~hand~~widely tostudied, ~~fund~~owing ~~our~~to ~~operations~~its ~~for~~broad ~~the~~range ~~next~~of ~~twelve~~physiological ~~months~~effects. ECS Wesystem ~~also~~encompasses ~~require~~a ~~additional financing~~wide inrange ~~order~~of tolipid ~~commence~~mediators, ~~exploration~~proteins onand ~~our~~receptors, ~~mining~~which ~~concession~~together can be considered as the 'endocannabinoidome'.

~~Insurance~~Cannabinoid Drug Delivery

~~We do~~As ~~not~~more ~~maintain any insurance~~ and domore ~~not~~medical ~~intend~~uses toof ~~maintain~~cannabinoids unravel, ~~insurance in~~ the ~~future.~~optimum ~~Because~~and wetargeted dodelivery ~~not~~of ~~have~~cannabinoid ~~any~~compounds ~~insurance,~~to ~~if we~~different ~~are~~tissues ~~made~~systems ais ~~party to~~ a ~~liability~~challenging ~~action,~~need. weWe ~~may~~at ~~not~~Apotheca are ~~have~~a ~~sufficient~~dedicated ~~funds~~team toof ~~defend~~scientists, ~~the~~engineer ~~litigation.~~and Ifsoftware ~~that~~architects ~~occurs~~to adesign ~~judgment could~~and beautomate ~~rendered~~medical ~~against~~devices usfor ~~that~~cannabinoid ~~could cause us to cease operations~~delivery.

~~Competition~~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.

~~Currently, we~~DISCOVERY ~~believe~~AND ~~there appears to be a high level of competition in our territory and is expanding,~~PRODUCT DEVELOPMENT

~~However, we~~Discovery ~~are a new entry into this marketplace~~ and ~~we are not well known. As such, we may compete with numerous providers of cannabis and cannabis related products, many of which have far greater financial and other resources than we do.~~Screening

~~Many of~~Apotheca ~~these~~Biosciences ~~companies~~is ~~have~~investing ~~established histories and relationships~~ in ~~providing cannabis and cannabis related products or products~~developing ~~in other markets that may enable them to attract talent, marketing support, and financing if they decide to enter~~ the ~~cannabis and~~following ~~cannabis~~devices ~~related~~for ~~products~~novel ~~marketplace. We~~delivery ~~believe~~of ~~our~~cannabinoid ~~products will be competitive in the market place and with potential customers,~~compounds.

~~We believe~~1. ~~that~~CannaDERM ~~our~~Transdermal Technology: A ~~services~~novel ~~will~~transdermal ~~prove~~nano-emulsion technology to beimprove ~~cost~~the ~~effective~~penetration and ~~easy~~systemic ~~for~~absorption ~~users~~of ~~to adopt and use~~cannabinoids. ~~We also plan to market our~~ ~~products~~CannaDERM ~~and~~transdermal ~~services~~technology ~~through~~is ~~channel~~primarily ~~partners,~~developed toas ~~broaden~~an ~~our~~alternative ~~exposure~~ to ~~customers~~opioid ~~and~~pain ~~users~~relievers.

~~Research and~~Pain ~~Development Expenditures~~Market:

~~We have~~- ~~not~~GameDayRx: ~~incurred~~Transdermal Pain ~~any~~relief ~~research~~cream ~~expenditures~~for ~~since~~sports ~~our~~and ~~incorporation.~~Athletic market

~~Patents~~- Daily Pain: Pain ~~and~~relief ~~Trademarks~~for consumer market

~~We do~~- ~~not~~Pain ~~own,~~Relieve ~~either~~kit: Nutritional ~~legally~~supplement or+ ~~beneficially,~~Pain ~~any patent or trademark.~~cream

~~Employees; Identification of Certain Significant Employees~~Skincare:

~~Currently, our board of directors devotes approximately 10~~-15 ~~hours~~CannaDerm a week of their time to our operations. We currently have no other employees, other than our board members. We will also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.Acne

~~Government~~- CannaDerm Atopic ~~Regulation~~Dermatitis

~~The conduct~~Immediate ~~of our business, and the production, distribution, sale, advertising, labeling, safety, transportation and use of our~~Focus: ~~products,~~Develop ~~may~~& beMarket: subject to various laws and regulations administered by federal, state and local governmental agencies in North America, as well as to foreign laws and regulations administered by government entities and agencies in markets where we may operate and sell our products and services. We are unaware of any licenses or regulations that we have to adhere to and it is our policy to abide by the laws and regulations that apply to our business.GameDayRx

~~We may also be subject to a number of U~~2.S. ~~federal~~CannaRAPID orSublingual Technology: A ~~state~~sublingual ~~laws~~penetration ~~and~~technology ~~regulations~~improve ~~that affect companies conducting business on~~ the ~~Internet,~~ ~~many~~penetration ~~of which are still evolving~~ and ~~being~~sublingual ~~tested~~absorption ~~in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, rights~~ of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.cannabinoids

~~We will~~- ~~rely~~Dry onMouth ~~legal and operational compliance programs, as well as local counsel, to guide our business in complying with applicable laws and regulations of the jurisdictions in which we do business.~~Syndrome

~~We do~~- not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on our operations, business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not have a material negative effect on our business in the futureAnxiety

~~WHERE YOU~~- ~~CAN GET ADDITIONAL INFORMATION~~Migraine

~~We file annual, quarterly and current reports, proxy statements and other information with the SEC~~3. ~~You may read and copy our reports~~Pain-Patch: orA ~~other~~novel ~~filings~~smart ~~made~~device with ~~the~~transdermal ~~SEC~~patch attechnology ~~the~~to ~~SEC’s~~systemically ~~Public~~deliver ~~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~~non-~~800-SEC-0330.~~opioid ~~You~~pain ~~can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.~~actives

~~ITEM~~Immediate Focus: ~~1A. RISK~~Develop ~~FACTORS~~& Market: Pain Patch

~~We are~~4. aHemp-oil ~~smaller reporting company as defined by Rule 12b~~Edibles for Anti-2Aging ~~of the Securities Exchange Act of 1934~~ and ~~are not required to provide the information under this item.~~Longevity

~~ITEM 1B. UNRESOLVED~~- ~~STAFF~~Hemp ~~COMMENTS~~oil Health Bar

~~None.~~- Hemp Dark Chocolate

7- SmartHealth CBD Oil

~~ITEM~~Immediate Focus: ~~2. PROPERTIES~~Develop & Market: Health bar, Chocolate and CBD Oil

~~We neither rent nor own any properties~~5. ~~Until~~Acquire weM ~~pursue a viable business opportunity and recognize income, we will not seek commercial~~& ~~office~~W space. We utilize home office space at the residence of our President to conduct activities at no charge. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.brands

~~ITEM~~- Acquire trademark ~~3. LEGAL~~rights ~~PROCEEDINGS~~of M & W brands

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.MarywannaR brand

~~ITEM~~- Consumer care branding ~~4. MINE~~for ~~SAFETY~~cookies, ~~DISCLOSURES~~beverages etc.

~~Not applicable~~6. Cannabinoid Extraction Technologies

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

~~ITEM~~RESEARCH 5.AND DEVELOPMENT ~~MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS~~ AND ~~ISSUER PURCHASES OF EQUITY SECURITIES~~PARTNERSHIPS

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

~~Our~~· Transdermal ~~common~~delivery ~~stock~~systems ~~had~~and ~~been~~formulations ~~quoted~~for oncannabinoid ~~the OTC Pink Sheets since October 2, 2015 under the symbol PCFP.~~compounds

~~The~~· Enhanced ~~following~~formulations ~~table sets forth the high and low bid prices~~ for ~~our Common Stock per quarter as reported by~~ the ~~OTC~~transdermal ~~Markets~~delivery ~~Pink Sheets for the quarterly periods indicated below based on our fiscal year end~~ of ~~January~~cannabinoid ~~31, 2018. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.~~compounds

~~During~~· Pain-Patch ~~the~~for ~~year~~pain-active ~~end January 31, 2017, our shares of common stock did not trade and the high and low quoted price was $1.00.~~delivery

Fiscal Quarter	High		Low
First Quarter (February 1, 2017– April 31,2017)	$	0	$	0
Second Quarter (May1, 2017– July 31, 2017)	$	2.50	$	0
Third Quarter (August 1, 2017– October 31, 2017)	$	1.50	$	.61
Fourth Quarter (November 1, 2017–January 31, 2018)	$	1.16	$	.57

Apotheca has research ties with:

~~Record~~- Apotheca ~~Holders~~Pharmaceutical Corporation

As- CB of January 31, 2018, an aggregate of 50,340,000 shares of our Common Stock were issued and outstanding and were owned by approximately 4 holders of record, based on information provided by our transfer agent.Scientific

~~Recent~~- AgeVital ~~Sales~~Research ofand ~~Unregistered Securities~~Wellness

~~None.~~Patent & Technology Portfolio

8Apotheca is building a comprehensive patent portfolio on the engineering of cannabis medical delivery devices and has the applied for two USPTO patents.

~~Re-Purchase of Equity Securities~~8

~~None.~~Provisional Patent: 1 Delivery of Cannabinoids in a Polyunsaturated-rich Nano emulsion

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

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

~~Securities~~Apotheca has developed Canna-line of CBD products ~~Authorized~~and ~~for~~is ~~Issuance~~launching ~~Under~~a ~~Equity~~"launch ~~Compensation~~and ~~Plans~~learn marketing campaign"

~~None~~1. CannaDERME –Daily Pain

~~ITEM~~CannaDERMETM –Daily ~~6. SELECTED~~Pain ~~FINANCIAL~~is ~~DATA~~our transdermal technology using nano-emulsion for fast absorption of cannabinoid compounds for the general pain market

~~We are~~Targeted atransdermal ~~smaller~~absorption ~~reporting company as defined by Rule 12b-2~~ of ~~the~~CBD ~~Securities Exchange Act of 1934 and are not required to provide~~for ~~the~~fast ~~information under this item.~~action

~~ITEM 7.~~Penetrin ~~MANAGEMENT'S~~Technology ~~DISCUSSION~~with ~~AND~~3-in-1 ~~ANALYSIS~~pain Relief ORNerve, ~~PLAN~~muscular OF& ~~OPERATION~~joint pain

~~This Annual~~Quantity ~~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”).~~Pricing ~~These forward~~CannaDERMETM-~~looking~~ ~~statements~~Daily ~~are~~Pain ~~not~~50g 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.20mg/g

~~RESULTS OF~~2. ~~OPERATIONS~~CannaDERME – GameDayRx

~~Operating~~CannaDERMETM is ~~Revenues~~our transdermal technology for sports and athletic market

WeQuantity and ~~have~~Pricing ~~not~~CannaDERMETM GameDayRx ~~generated~~50g ~~any revenues since inception.~~- 20mg/g

~~Operating Expenses~~3. ~~and Net Loss~~CannaRAPID

~~Operating expenses~~Apotheca ~~for~~sublingual ~~the~~product, ~~year~~CannaRAPID ~~ended~~is a ~~January~~sugar-free ~~31,~~Orally ~~2018~~Disintegrating ~~were~~Tablet ~~$188,149~~to ~~compared~~deliver ~~with~~precise ~~$14,771~~dose ~~for~~cannabinoids ~~the~~to ~~year~~neural ~~ended~~tissues ~~January~~in ~~31,~~a ~~2017~~matter of seconds. The ~~increase~~formulation inis ~~operating~~optimized ~~expenditures~~with ~~was~~nanotechnology aand ~~result~~tissue ofpermeation ~~higher~~enhancing ~~costs~~molecules ~~associated~~for ~~with~~faster ~~filing~~absorption. ~~the~~Apotheca ~~Company's~~is ~~ongoing~~pairing ~~reporting~~up ~~requirements~~with clinical organizations and various clinical practitioners for conducting clinical studies using CannaRAPID for various indications such ~~payments~~as ~~relating~~stress toand ~~our~~anxiety ~~Licensing~~relief, ~~Agreement~~cognitive focus, various kinds of pain, migraines etc.

Net loss for the year ended January 31, 2018 was $195,780 compared with $17,786 for the year ended January 31, 2017. The overall increase in net loss of $177,994 was attributed to the higher costs associated with filing the Company's ongoing reporting requirements and payments relating to our Licensing AgreementCannaRAPID:

9Rapid release and absorption of CBD for fast action

~~Liquidity and~~Relief ~~Capital~~from ~~Resources~~various pain

~~Working~~Helps with stress, anxiety and cognitive ~~Capital~~function

	January 31, 2018			January 31, 2017
Current Assets	$	—		$	489
Current Liabilities	$	222,249		$	33,135
Working Capital Deficiency	$	(222,249	)		(32,646	)

~~Cash~~Quantity ~~Flows~~and Pricing CannaRAPIDTM 20 capsules - 40mg/capsule

	Year Ended			Year Ended
	January 31, 2018			January 31, 2017
Cash Flows used in Operating Activities	$	(34,089	)	$	(3,341	)
Cash Flows used in Investing Activities		(142,455	)		—
Cash Flows provided by Financing Activities		176,055			472
Net Cash Decrease During the Year	$	(489	)	$	(2,869	)

~~As at January 31, 2018, the Company’s cash balance was $0 compared to $489 as at January 31, 2017 and the total assets were $0 compared with $489 as at January 31, 2017~~4. CannaCAPSULE

~~As at~~Oral ~~January~~delivery ~~31, 2018, the Company had total liabilities of $222,249 compared~~ with ~~total~~prebiotics ~~liabilities of $33,135 as at January 31, 2017. The change in total liabilities was attributed to increases in accounts payable~~ and ~~loans from unrelated and related parties~~Cannabinoid ~~for~~Absorption ~~payment~~Complex ~~of operating expenses and licensing fees.~~(CAC)

~~As at~~- ~~January~~Best ~~31,~~for ~~2018,~~chronic ~~the~~inflammation Company had a working capital deficiency of $222,249 compared with $32,646 as at January 31, 2017. The decrease in working capital was attributed to the costs associated with filing the Company's ongoing reporting requirements and ~~increases~~chronic inwhole-body ~~accounts payable and loans from unrelated and related parties to fund operations.~~pain

.Quantity and Pricing CannaCAPSULE 30 capsules - 25mg/capsule

~~Cashflow from Operating Activities~~9

~~During the year ended January 31, 2018, the Company used $34,089 of cash for operating activities compared to the use of $3,341 of cash for operating activities during the year ended January 31, 2017~~5. Pain-Patch

~~Cashflow~~Smart pain device for pain relief - ~~from~~Targeted ~~Investing~~controlled ~~Activities~~dosing of pain actives

~~During the~~TRANSDERMAL ~~year~~DELIVERY ended January 31, 2018, the Company used $142,455 of cash for investing activities compared to the use of $0 of cash for investing activities during the year ended January 31, 2017. Investing activities in the year ended 2018 related to the deposit on our license.TECHNOLOGIES

~~Cashflow from~~· ~~Financing~~CannaDERME ~~Activities~~– a Liposomal-based nana emulsion for controlled release in a Thermo-sensitive gel technology for sustained release. · Canna-AcnePlus: Acne – utilizing a liposomal-based Nano emulsion, this formula is excellent at cleansing one's skin. · Canna-Derme AD: Atopic Dermatitis – a stronger and more potent version of CannaDERME with additional chemistry to ensure inflammation reduction. · Canna-EyeSol: Dry eyes – A drip solution that alleviates eye pressure and increases clarity.

During the year ended January 31, 2018, the Company received $176,055 of cash from financing activities compared to $472 for the year ended January 31, 2017. During the year ended 208, the Company received $18,600 from a related party and loans totaling $157,455 from an unrelated party.10

10SUBLINGUAL RAPID DELIVERY TECHNOLOGY

~~Off~~-~~Balance~~-CannaRapid – ~~Sheet~~Orally ~~Arrangements~~disintegrating tablets ensuring increased bioavailability for capillary uptake and immediate response.

WeCanna-OraGel: ~~have~~Periodontitis no– ~~significant~~gel ~~off-balance~~designed ~~sheet~~with ~~arrangements~~liposomal ~~that~~cannabinoids ~~have or are reasonably likely~~ to ~~have~~aid ~~a current or future effect on our financial condition, changes~~ in ~~financial~~gum ~~condition,~~health. ~~revenues~~Apotheca orOral ~~expenses,~~care ~~results~~line: ofHealthy ~~operations,~~teeth ~~liquidity, capital expenditures~~and orgum ~~capital resources.~~tissues

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

WeDAVA – ~~have~~INGREDIENTS: ~~not~~Tincture ~~attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons~~Alcohol, ~~our~~400mg's ~~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.~~hemp-derived

~~Future Financings~~CBD, natural flavors

~~We will~~*FDA ~~continue~~DISCLOSURE: toThese statements ~~rely~~have onnot ~~equity~~been ~~sales~~evaluated ofby ~~our~~the ~~common~~Food ~~shares~~and inDrug ~~order to continue to fund our business operations~~Administration. ~~Issuances~~This ~~of additional~~product ~~shares~~is ~~will~~not ~~result~~intended ~~in dilution~~ to ~~existing~~diagnose, ~~stockholders.~~treat, ~~There is no assurance that we will achieve any additional~~cure, ~~sales of the equity securities~~ or ~~arrange~~prevent ~~for~~any ~~debt or other financing to fund planned acquisitions and exploration activities~~disease.

~~Critical~~EU IMPORT: Our CBD ~~Accounting~~is ~~Policies~~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.

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

~~Use~~NasaCann – Direct ofbrain ~~Estimates~~delivery via inhalable cannabinoid nanoparticles.

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.11

~~Recently~~RESEARCH AND ~~Issued~~DEVELOPMENT ~~Accounting~~& ~~Pronouncements~~MARKETS

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

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

WeAlzheimer's disease ~~are~~(AD) represents a ~~smaller~~complex ~~reporting~~class ~~company~~of asdebilitating ~~defined~~brain diseases that mostly affects people aged 65 and older. AD is characterized by ~~Rule~~progressive ~~12b-2~~loss of neurons in the ~~Securities~~hippocampus ~~Exchange~~and ~~Act~~cortex, which results in the shrinkage of ~~1934~~the ~~and~~brain. ~~are~~Basically, ~~not~~the brain cells required to ~~provide the~~process, store and retrieve information ~~under~~are ~~this~~killed, ~~item~~which is characteristic of a neurodegenerative process.

~~ITEM~~AD is a progressive 7Aneurodegenerative disorder, which killed half a million people in 2010. ~~QUANTITATIVE~~ ~~AND~~It ~~QUALITATIVE~~is ~~DISCLOSURES~~the ~~ABOUT~~sixth ~~MARKET~~leading ~~RISK~~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.

~~We are~~Apotheca has identified a ~~smaller~~combination ~~reporting~~of ~~company~~two ~~as defined by Rule 12b~~patent-2pending ofdrug ~~the~~actives ~~Securities~~which ~~Exchange~~simultaneously ~~Act~~targets ofboth ~~1934~~amyloid plaques and ~~are~~tau ~~not~~phosphorylation, ~~required to provide~~ the two ~~information~~major ~~under~~causative ~~this~~agents ~~item~~of AD.

11Opioids - Opioid Crisis: A National Public Health Emergency

~~ITEM~~The Senate on October ~~8. FINANCIAL~~3, ~~STATEMENTS~~2018 ~~AND~~overwhelmingly ~~SUPPLEMENTARY~~passed ~~DATA~~bipartisan legislation aimed at ending the nation's opioid crisis.

~~Financial~~HR 6, the Substance ~~Statements~~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.

~~Cannabis~~Key provisions of ~~Leaf,~~the ~~Inc~~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.

			Index
Report of Independent Registered Public Accounting Firms			F-1
Balance Sheets			F-3
Statements of Operations			F-4
Statement of Changes in Shareholders’ Deficit			F-5
Statements of Cash Flows			F-6
Notes to the Financial Statements			F-7 to F-11

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.

12With 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).

~~Report of Independent Registered Public Accounting Firm~~12

ToStudies have shown ~~the~~that ~~shareholders~~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 ~~board~~effects of ~~directors~~opioids. ofApotheca ~~Cannabis~~has ~~Leaf,~~been ~~Inc~~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.

~~Opinion~~ Apotheca's initiative on ~~the~~Opioid ~~Financial Statements~~Addiction

~~We have~~A ~~audited~~cannabidiol ~~the~~based cannabinoid ~~accompanying~~formulation ~~balance~~recently ~~sheet~~developed ofby ~~Cannabis~~Apotheca ~~Leaf,~~that ~~Inc.~~represents ~~(the~~a ~~"Company")~~select ascombination of ~~January~~Phyto ~~31,~~cannabinoids ~~2018,~~assembled ~~the related~~to ~~statement~~specifically oftarget ~~operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements")~~opioid. InApotheca ~~our~~has ~~opinion,~~identified ~~the~~a ~~financial~~combination ~~statements present fairly, in all material respects, the financial position~~ of ~~the~~patent-pending ~~Company~~drug asactives ofwhich ~~January~~targets ~~31, 2018,~~ and ~~the~~blocks ~~results of its operations and its cash flows for~~rewarding ~~the~~neuronal ~~year then ended, in conformity with accounting principles generally accepted in the United States~~effects.

~~Basis~~Cannabinoid ~~for Opinion~~Library

~~These financial~~Apotheca ~~statements~~has ~~are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's~~developed ~~financial statements based on our audit. We are~~ a ~~public~~novel ~~accounting~~combinatorial ~~firm~~library 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~~phyto ~~Securities~~ and ~~Exchange~~endocannabinoids ~~Commission~~for ~~and~~treating ~~the~~various ~~PCAOB~~diseases.

WeThe endocannabinoid ~~conducted~~system ~~our~~(ECS) ~~audit~~is incomposed ~~accordance~~of ~~with~~two G protein-coupled receptors (GPCRs), the ~~standards~~cannabinoid ofCB1 and CB2 receptors, and the ~~PCAOB~~two main endogenous lipid ligands of such receptors, anandamide, and 2-arachidonoyl-glycerol(2-AG). ~~Those~~The ~~standards~~ECS ~~require~~is ~~that~~a wepleiotropic ~~plan~~signaling system involved in all aspects of mammalian physiology and ~~perform~~pathology, and for this reason, it represents a potential target for the ~~audit~~design and todevelopment ~~obtain~~of ~~reasonable~~new ~~assurance~~therapeutic ~~about~~drugs. ~~whether~~Over the ~~financial~~past ~~statements~~decades, ~~are~~the ~~free~~endocannabinoid ofsystem ~~material~~has ~~misstatement,~~been ~~whether~~widely ~~due~~studied, owing to ~~error~~its broad orrange ~~fraud~~of physiological effects. ECS system encompasses a wide range of lipid mediators, proteins, and receptors, which together can be considered as the 'endocannabinoidome'

~~Our audit~~Apotheca ~~included~~has ~~performing~~created an ~~procedures~~extensive tolibrary ~~assess the risks~~ of ~~material~~various ~~misstatement~~phyto-endo ofcannabinoid ~~the~~combinations ~~financial~~in ~~statements,~~effective ~~whether~~dose ~~due~~concentrations to ~~error~~ ormodulate ~~fraud,~~specific ~~and performing procedures that respond~~ signaling to ~~those~~treat ~~risks.~~different ~~Such~~human ~~procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements~~diseases. 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~~13

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 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.14

~~/s/ BF Borgers CPA PC~~15

~~BF Borgers CPA PC~~16

~~We have served as the Company's auditor since 2017~~17

~~Lakewood, CO~~18

~~May 17, 2018~~19

~~F-1~~Government Regulation

~~Report~~With respect to our business, there is a substantial amount of ~~Independent~~change ~~Registered~~occurring ~~Public~~in ~~Accounting~~the ~~Firm~~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.

~~To the Board of Directors and Stockholders~~Insurance

~~Pacificorp~~We ~~Holdings~~do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, ~~LTD~~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.

We have audited the accompanying balance sheets of Pacificorp Holdings, LTD as of January 31, 2017 and the related statements of operations, changes in stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Competition

WeThe ~~conducted~~industry ~~our~~surrounding ~~audits~~handheld inconsumer ~~accordance~~analyzers ~~with~~is ~~the~~rapidly ~~standards~~evolving, ofand the ~~Public~~market ~~Company~~landscape ~~Accounting~~is ~~Oversight~~currently ~~Board (United States)~~uncertain. ~~Those~~However, ~~standards~~we ~~require~~expect that weas ~~plan~~consumers ~~and~~begin ~~perform the audit~~ to ~~obtain~~learn ~~reasonable~~and ~~assurance~~adapt, ~~about~~products ~~whether~~that ~~the~~will ~~financial~~compete ~~statements~~with ~~are~~our ~~free~~offerings ofwill ~~material~~rapidly ~~misstatement~~proliferate. ~~The~~ ~~Company~~These iscompetitive products ~~not~~could ~~required~~have tosimilar ~~have~~applications, ~~nor~~perhaps ~~were~~using wesuperior ~~engaged to perform~~technology, anand ~~audit~~may ofprovide ~~its~~additional ~~internal~~benefits ~~control~~that ~~over~~our ~~financial~~sensors do ~~reporting~~not. ~~Our~~ ~~audits~~We ~~include~~expect ~~consideration of internal control over financial reporting as a basis for designing audit procedures~~ that ~~are appropriate in~~ the ~~circumstances,~~market ~~but~~could ~~not~~be ~~for~~occupied ~~the~~by ~~purpose~~larger ofcompetitors ~~expressing~~with angreater ~~opinion~~financial onand ~~the~~other ~~effectiveness~~resources, ofwhich ~~the Company's internal~~could ~~control~~hinder ~~over~~our ~~financial~~market ~~reporting~~share. ~~Accordingly,~~We wemay ~~express~~be noforced ~~such~~to ~~opinion.~~modify ~~Our~~or ~~audits~~alter ~~include~~our ~~examining,~~business onand aregulatory ~~test basis~~strategy, ~~evidence supporting~~as ~~the~~well ~~amounts~~as ~~and~~our ~~disclosures~~sales inand ~~the financial statements. Our audits also include assessing the accounting principles~~marketing ~~used~~plans, ~~and~~in ~~significant~~response ~~estimates~~to, ~~made~~among byother ~~management~~things, aschanges ~~well~~in ~~as evaluating~~ the ~~overall~~market, ~~financial~~competition, ~~statement~~and ~~presentation~~technological limitations. WeSuch ~~believe~~modifications ~~that~~may ~~our~~pose ~~audits~~additional ~~provide~~delays ain ~~reasonable~~achieving ~~basis for~~ our ~~opinion~~goals.

InResearch ~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacificorp Holdings, Ltd. as of January 31, 2017~~ and ~~the related statement of operations, changes in stockholders’ equity and cash flows for the~~Development ~~year then ended in conformity with U.S. generally accepted accounting principles.~~Expenditures

~~The~~We ~~accompanying financial statements~~ have ~~been~~not ~~prepared~~incurred ~~assuming~~any ~~that~~research ~~the Company will continue as a going concern. As discussed in Note 3 to the~~expenditures ~~financial statements, the Company has had no revenues and earnings~~ since ~~inception.~~our ~~These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern~~incorporation. Management's plans concerning these matters are also described in Note 3, which includes achieving profitable operations and raising additional funds through financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~Patents and ~~TAAD, LLP~~Trademarks

~~Walnut,~~Apotheca CAhas 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.

~~May~~-- 12Cannabidiol 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 ~~2017~~the treatment of neural disorders and clinical studies have suggested a wide range of possible therapeutic effects of cannabidiol on several conditions.

F-2- 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.

~~CANNABIS~~-- ~~LEAF~~The goal of these patches are to produce a pain-patch with a small footprint for easy concealment, ~~INC~~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.

~~(FORMERLY PACIFICORP HOLDINGS, LTD.)~~20

~~BALANCE SHEETS~~Employees

	As of			As of
	January 31,			January 31,
	2018			2017
Assets
Current assets
Cash	$	—		$	489
Total Assets		—			489
Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	17,660		$	4,601
Loans payable		157,455			—
Loans payable - related parties		47,134			28,534
Total current liabilities		222,249			33,135
Total liabilities		222,249			33,135
Shareholders' Deficit
Common stock: 600,000,000 shares authorized; $0.001 par value
50,340,000 shares issued and outstanding at January 31, 2018 and 2017		50,340			50,340
Additional paid in capital		17,242			11,065
Accumulated deficit		(289,831	)		(94,051	)
Total Shareholders' Deficit		(222,249	)		(32,646	)
Total Liabilities and Shareholders' Deficit	$	—		$	489

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.

~~All~~Government ~~amounts have been adjusted retroactively to take into account a 6 to 1 forward split~~Regulation

~~The~~With respect to our business, there ~~accompanying~~is ~~notes~~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 ~~integral~~efficient ~~part~~use of ~~these~~resources ~~financial~~to ~~statements~~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.

~~F-3~~WHERE YOU CAN GET ADDITIONAL INFORMATION

~~CANNABIS~~We file annual, quarterly and current ~~LEAF~~reports, ~~INC~~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.

~~(FORMERLY PACIFICORP~~ITEM ~~HOLDINGS, LTD~~1A.) RISK FACTORS

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

	For the Year Ended January 31,
	2018			2017
Operating Expenses
General and administrative	$	45,694			14,771
Impairment of deposit on license		79,975			—
License and permits		62,480			—
Total operating expenses		188,149			14,771
Operating Loss		(188,149	)		(14,771	)
Other income (expense)
Interest expense, net		(7,631	)		(3,015	)
Total other expenses		(7,631	)		(3,015	)
Net loss before income taxes		(195,780	)		(17,786	)
Provision for income taxes		—			—
Net Loss	$	(195,780	)	$	(17,786	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		50,340,000			50,340,000

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~All amounts have been adjusted retroactively to take into account a 6 to 1 forward split~~None.

~~The accompanying~~ITEM ~~notes are an integral part of these financial statements~~2. PROPERTIES

FWe 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-4year lease from a related party, Nuvus Gro Corp.

~~CANNABIS LEAF,~~ITEM ~~INC~~3. LEGAL PROCEEDINGS

~~(FORMERLY~~We know of no material, existing or ~~PACIFICORP~~pending ~~HOLDINGS~~legal proceedings against our company, ~~LTD~~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.

~~STATEMENTS OF~~ITEM ~~CHANGES~~4. INMINE ~~SHAREHOLDERS'~~SAFETY ~~DEFICIT~~DISCLOSURES

					Additional
	Common Stock				Paid in		Accumulated
	Number of shares		Amount		Capital		Deficit			Total
Balance February 1, 2016		50,340,000	$	50,340	$	—	$	(76,265	)	$	(25,925	)
Imputed Interest Expense		—		—		3,015		—			3,015
Shareholder Contributions		—		—		8,050		—			8,050
Net loss		—		—		—		(17,786	)		(17,786	)
Balance - January 31, 2017		50,340,000		50,340		11,065		(94,051	)		(32,646	)
Imputed Interest Expense		—		—		2,677		—			2,677
Shareholder Contributions		—		—		3,500		—			3,500
Net loss		—		—		—		(195,780	)		(195,780	)
Balance - January 31, 2018		50,340,000	$	50,340	$	17,242	$	(289,821	)	$	(222,249	)

Not applicable.

~~All amounts have been adjusted retroactively to take into account a 6 to 1 forward split~~21

~~The accompanying~~PART ~~notes are an integral part of these financial statements.~~II

F-ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~CANNABIS LEAF,~~Common ~~INC.~~Stock

~~(FORMERLY~~Our common stock had been quoted on ~~PACIFICORP~~the ~~HOLDINGS~~OTC Pink Sheets since October 2, ~~LTD~~2015 under the symbol PCFP.)

~~STATEMENTS~~The following table sets forth the high OFand ~~CASH~~low ~~FLOWS~~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.

	For the Year Ended January 31,
Fiscal Quarter	High			Low
	2018			2017
First Quarter (February 1, 2018– April 30,2018)	$	0.32		$	0.82
Cash Used in Operating Activities
Second Quarter (May1, 2018– July 31, 2018)	$	0.47		$	0.93
Net loss for the period	$	(195,780	)	$	(17,786	)
Third Quarter (August 1, 2018– October 31, 2018)	$	0.37		$	0.66
Adjustments to reconcile net loss to net cash used in operating activities:
Fourth Quarter (November 1, 2018–January 31, 2019)	$	0.27		$	0.71
Imputed interest expense		2,677			3,015
Expenses paid by a related party		3,500			8,050
Impairment of license deposit		79,975			—
License expense		62,480			—
Changes in non-cash working capital balances:
Accounts payable and accrued liabilities		13,059			3,380
Net cash used in operating activities		(34,089	)		(3,341	)
Cash Flows Used in Investing Activities
Deposit on license		(142,455	)		—
Net cash used in Investing Activities		(142,455	)		—
Cash Provided by Financing Activities
Proceeds from related party loan		18,600			472
Proceeds from unrelated party loan		157,455			—
Net cash provided by Financing Activities		176,055			472
Net decrease in cash for the year		(489	)		(2,869	)
Cash at beginning of the year		489			3,358
Cash at end of the year	$	—		$	489
Supplemental Cash Flow Information:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

~~All~~Record ~~amounts have been adjusted retroactively to take into account a 6 to 1 forward split~~Holders

~~The accompanying~~As ~~notes~~of ~~are~~January 31, 2019, an ~~integral~~aggregate of ~~part~~118,214,000 shares of ~~these~~our ~~financial~~Common ~~statements~~Stock were issued and outstanding and were owned by approximately 52 holders of record, based on information provided by our transfer agent.

~~F-6~~Recent Sales of Unregistered Securities

~~CANNABIS LEAF, INC~~None.

~~(FORMERLY PACIFICORP~~Re-Purchase ~~HOLDINGS,~~of ~~LTD.)~~Equity Securities

~~NOTES TO THE FINANCIAL STATEMENTS~~None.

~~JANUARY 31, 2018 AND 2017~~Dividends

~~NOTE~~We have never declared or paid any cash 1dividends ~~-ORGANIZATION~~on ~~AND~~our ~~BASIS~~common OFstock. ~~PRESENTATION~~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.

~~Cannabis Leaf,~~Securities ~~Inc.~~Authorized ~~(the~~for ~~"Company")~~Issuance ~~was incorporated in the State of Nevada on October 6, 2014, as Pacificorp Holdings, Ltd.~~Under ~~The~~Equity ~~Company~~Compensation ~~was organized to develop and explore mineral properties in the State of Nevada.~~Plans

~~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~~None. The Company has not produced any revenue from its principal business and is an exploration stage company. The Company has changed it business from a mining and exploration company and entered in to an exclusive license agreement with Affordable Green LLC of Tacoma WA. Additionally, the Company has changed its name as a result of a merger with the Company’s wholly owned subsidiary Cannabis Leaf, Inc. as a result of this merger Pacificorp adopted the name of the subsidiary. There were no assets purchased or shares exchanged.

~~Forward Split~~ITEM 6. SELECTED FINANCIAL DATA

~~On June~~We ~~26,~~are ~~2017~~a ~~FINRA~~smaller ~~approved~~reporting acompany 6as defined toby 1Rule ~~forward~~12b-2 ~~split,~~of ~~all~~the ~~numbers~~Securities ~~reflected~~Exchange inAct ~~the~~of ~~Financial~~1934 ~~Statements~~and ~~account~~are ~~for~~not ~~the~~required ~~forward split~~to ~~and~~provide ~~have~~the ~~been~~information ~~retroactively~~under ~~adjusted~~this item.

~~NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES~~22

~~Basis of~~ITEM ~~Presentation~~7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

~~The~~This ~~Financial~~Annual ~~Statements~~Report ~~and~~on ~~related~~Form ~~disclosures~~10-K ~~have~~contains ~~been~~forward-looking ~~prepared~~statements ~~pursuant~~within to the ~~rules~~meaning ~~and~~of ~~regulations~~Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange ~~Commission~~ Act of 1934, as amended (the “~~SEC~~Exchange Act”). ~~The~~These ~~Financial~~forward-looking ~~Statements~~statements ~~have~~are ~~been~~not ~~prepared~~historical ~~using~~facts ~~the~~but ~~accrual~~rather are ~~basis~~based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of ~~accounting~~these inwords ~~accordance~~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 ~~accounting~~understanding ~~principles~~that ~~generally~~actual ~~accepted~~future results may be materially different from what we expect. The forward-looking statements included in ~~the~~this ~~United~~report ~~States~~are made as of ~~America~~the ~~(“GAAP”)~~date of this report and ~~presented~~should inbe USevaluated ~~dollars~~with consideration of any changes occurring after the date of this Report. We ~~The~~will ~~fiscal~~not ~~year~~update ~~end~~forward-looking isstatements ~~January~~even 31though 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~~RESULTS ~~Estimates~~OF OPERATIONS

~~The preparation~~Operating 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.Revenues

~~Cash and~~We ~~Cash~~have ~~Equivalents~~not generated any revenues since inception.

~~The Company~~Results ~~considers all liquid investments with a maturity~~ of ~~three~~Operations ~~months~~For ~~or less from~~ the ~~date~~Period ~~of purchase that are readily convertible~~from ~~into~~February ~~cash~~26, to2018 be(Inception) ~~cash~~through ~~equivalents. As of~~ January 31, ~~2018 and 2017, cash and cash equivalents was $0 and $498, respectively.~~2019

FFor 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-7based 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.

~~Financial Instruments~~Liquidity and Capital Resources

~~The~~For the period from February 26, 2018, (inception) ~~Company’s~~through ~~financial~~January ~~instruments~~31, ~~consist~~2019, ~~primarily~~we have relied almost exclusively on funds raised from sales of ~~cash~~shares of our common stock, ~~accounts~~advances from ~~payable~~related parties and ~~accrued~~the ~~liabilities,~~issuance ~~notes~~of ~~payable~~debt. ~~and~~We ~~due~~ may need to ~~related~~raise ~~parties~~additional capital to carry out our business plan. ~~The~~There ~~carrying~~can be ~~amounts~~no ofassurance ~~such~~that ~~financial~~we ~~instruments~~will ~~approximate~~be ~~their~~able ~~respective~~to ~~estimated~~raise ~~fair~~additional ~~value~~capital ~~due~~or if we are able to ~~the~~ ~~short-term~~raise ~~maturities~~additional ~~and~~capital ~~approximate~~that ~~market~~the ~~interest~~terms ~~rates~~will be ofacceptable ~~these~~to ~~instruments~~us.

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

~~The Company~~Working accounts for income taxes under ASC 740, "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At January 31, 2018 and 2017, the Company recognized a full valuation allowance against the recorded deferred tax assets.Capital

Net Loss Per Share of Common Stock

	January 31,			April 30,			Change
	2019			2018			Amount			%
Current Assets	$	108,884		$	-		$	-			-	%
Current Liabilities		931,877			32,242			790,751			(2453	)%
Working Deficiency	$	(822,993	)	$	(32,242	)	$	(790,751	)		(2453	)%

~~The Company~~As ~~follows~~of -January ~~ASC Topic 260~~31, ~~“Earnings~~ ~~per Share” (“EPS”)~~2019, ~~which~~our ~~requires presentation~~company’s ofcash ~~basic~~balance ~~EPS~~was on$2,942 ~~the~~and ~~face~~total ofassets ~~the~~were ~~income~~$115,325. ~~statement~~As ~~for all entities with complex capital structures and requires a reconciliation~~ of ~~the~~April ~~numerator~~30, ~~and~~2018, ~~denominator~~our ofcompany’s ~~the~~cash ~~basic~~balance ~~EPS~~was ~~computation~~$0.00 Inand ~~the accompanying financial statements, basic earnings (loss)~~total ~~per~~assets ~~share are~~were ~~computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period~~$0.00.

Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the year ended January 31, 2018 and 2017, the Company did have any potentially dilutive securities.23

~~Contingencies~~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.

~~The Company~~As ~~follows~~of ~~ASC~~January ~~450-20~~31, ~~“Loss~~ ~~Contingencies” to~~2019, ~~report~~our ~~accounting~~company ~~for~~had ~~contingencies. Liabilities~~working ~~for~~capital ~~loss~~deficiency ~~contingencies~~of ~~arising~~$822,993 ~~from~~compared ~~claims,~~with ~~assessments,~~working ~~litigation~~capital deficit of $32,242 ~~fines~~as ~~and~~at ~~penalties~~April ~~and~~30, ~~other~~2018. ~~sources~~The ~~are~~increase ~~recorded~~in ~~when~~working itcapital isdeficiency ~~probable~~was ~~that~~primarily aattributed ~~liability~~to ~~has~~an ~~been~~increase ~~incurred~~in ~~and~~cash ~~the~~due ~~amount~~to of the ~~assessment~~issuance ~~can~~of bea ~~reasonably~~Convertible ~~estimated.~~Note ~~There~~Payable, ~~were~~along nowith ~~loss~~derivative ~~contingencies~~liabilities asarising offrom ~~January~~the ~~31,~~Convertible ~~2018~~Note ~~and 2017~~transaction.

~~Revenue Recognition~~Off-Balance Sheet Arrangements

~~Effective~~We ~~January~~have 1,no ~~2018,~~significant ~~the~~off-balance ~~Company~~sheet ~~Adopted ASC 606, “Revenue from Contracts with Customers.” The Company~~arrangements ~~has~~that ~~evaluated~~have ~~the~~or ~~new~~are ~~guidance~~reasonably ~~and~~likely ~~its~~to ~~adoption did not~~ have a ~~significant~~current ~~impact~~or onfuture ~~the~~effect ~~Company’s~~on our financial ~~statements and~~condition, achanges ~~cumulative~~in ~~effect~~financial ~~adjustment~~condition, revenues ~~under~~or ~~the~~expenses, ~~modified~~results ~~retrospective method~~ of ~~adoption~~operations, ~~will~~liquidity, ~~not~~capital beexpenditures ~~necessary.~~or ~~The~~capital ~~will be no change to the Company’s accounting policies~~resources.

~~F-8~~Going Concern

~~Recent~~We have not attained profitable operations ~~Accounting~~and ~~Pronouncements~~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.

~~In May~~Future 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was schedule to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company will evaluate the effects of adopting the standard if and when it is deemed to be applicable.Financings

~~In February~~We ~~2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes~~will ~~existing~~continue ~~guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees~~ to ~~recognize~~rely ~~the assets and liabilities that arise from leases~~ on ~~the~~equity ~~balance~~sales ~~sheet.~~of Aour ~~lessee~~common ~~should~~shares ~~recognize~~ in ~~the~~order ~~balance~~to ~~sheet~~continue ~~a liability~~ to ~~make~~fund ~~lease~~our ~~payments~~business ~~(the~~operations. ~~lease~~Issuances ~~liability) and a right-~~of~~-use~~ ~~asset~~additional shares ~~representing~~will ~~its~~result ~~right~~in dilution to ~~use~~existing ~~the underlying asset for the lease term~~stockholders. ~~The~~There ~~new guidance~~ is ~~effective~~no ~~for~~assurance ~~annual~~that ~~reporting~~we ~~periods~~will ~~beginning~~achieve ~~after~~any ~~December~~additional ~~15,~~sales ~~2018 and interim periods within those fiscal years. The amendments should be applied at the beginning~~ of the ~~earliest period presented using a modified retrospective~~ ~~approach~~equity ~~with~~securities ~~earlier~~or ~~application~~arrange ~~permitted~~for asdebt ~~of the beginning of an interim~~ or ~~annual~~other ~~reporting~~financing ~~period. The Company is currently evaluating the effects of adopting ASU 2016-02 on its consolidated financial statements but the adoption is not expected~~ to ~~have a~~fund ~~significant~~planned ~~impact~~acquisitions onand ~~the~~exploration ~~Company’s consolidated financial statements as of the date of the filing of this report~~activities.

~~In January~~Critical ~~2017,~~Accounting the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018. The Company will evaluate the effects of adopting the standard if and when it is deemed to be applicable.Policies

~~Management has~~We ~~considered~~have ~~all~~identified ~~recent~~certain accounting ~~pronouncements~~policies, described ~~issued.~~below, ~~The~~that ~~Company’s~~are ~~management~~most ~~believes~~important ~~that~~to ~~these~~the ~~recent~~portrayal ~~pronouncements~~of our current financial condition and results of operations. Our significant ~~will~~accounting ~~not~~policies ~~have~~are adisclosed ~~material~~in ~~effect~~the onnotes to the ~~Company’s~~audited financial statements included in this Annual Report.

~~F-9~~Use of Estimates

~~NOTE~~The preparation of financial statements in 3conformity –with ~~GOING~~accounting ~~CONCERN~~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.

~~The Company~~Recently ~~accounts~~Issued ~~for~~Accounting going concern matters under the guidance of ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (“ASU 2014-15”). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt.Pronouncements

~~These financial~~Refer ~~statements have been prepared on a going concern basis which assumes the Company will continue~~ to ~~realize~~Note it2 ~~assets and~~- ~~discharge~~Significant ~~its~~Accounting ~~liabilities~~ Policies in the normal course of business. As of January 31, 2018, the Company has incurred losses totaling $289,831 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain our operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial ~~support from its shareholders, the issuance of debt securities and private placements of common stock. These financial~~ statements ~~do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities~~ that ~~might~~ beare ~~necessary~~included ~~should~~in ~~the~~this ~~Company be unable to continue as a going concern~~Report.

~~NOTE 4~~Contractual ~~- DEPOSIT ON LICENSE IMPAIRMENT~~Obligations

~~As of~~We ~~January~~are ~~31, 2018, the Company has paid~~ a ~~total~~smaller ofreporting ~~$142,455~~company as ~~a deposit on their License with Affordable Green LLC. During~~defined ~~the~~by ~~year~~Rule ~~ended~~12b-2 ~~January~~of ~~31, 2018,~~ the ~~Company~~Securities ~~recorded~~Exchange ~~impairment~~Act ~~charges~~of ~~related~~1934 ~~to the deposit paid to Affordable Green LLC totaling $79,975~~ and ~~expensed~~are ~~$62,480,~~not asrequired ~~the Company failed~~ to ~~make~~provide the ~~requisite~~information ~~payments~~ under ~~the~~this ~~terms of the agreement~~item. Additionally, there is not an amended or new agreement currently in place. The Company is continuing to make payments on the license and is recognizing costs related to these activities as expenses during the period in which they are incurred. All funds used for the deposit on license were received by way of short term loans that bear a 5% annual interest rate.

~~NOTE 5~~ITEM –7A. ~~NOTE~~QUANTITATIVE ~~PAYABLE~~AND ~~FROM~~QUALITATIVE ~~RELATED~~DISCLOSURES ~~PARTY~~ABOUT MARKET RISK

~~As of~~We ~~January~~are ~~31,~~a ~~2018~~smaller ~~and~~reporting ~~2017,~~company ~~the~~as ~~Company received advances totaling $47,134 and $28,534, respectively from related parties, the~~defined ~~advances~~by ~~are~~Rule ~~unsecured,~~12b-2 of ~~which $28,534 is non-interest bearing and is due upon demand giving 30 days written notice to~~ the ~~borrower. A~~Securities ~~balance~~Exchange ofAct ~~$18,600 was received from a related party and bares an interest rate~~ of 5%1934 ~~per annum,~~ and isare ~~due~~not ~~upon~~required ~~demand giving 30 days written notice~~ to ~~the~~provide ~~borrower. The Company has recorded imputed interest of $2,677 and accrued interest of $710 respectively for~~ the ~~year~~information ~~ended~~under ~~January~~this ~~31, 2018~~item.

~~F-10~~24

~~NOTE 6~~ITEM –8. ~~RELATED~~FINANCIAL ~~PARTY~~STATEMENTS ~~CONTRIBUTIONS~~AND SUPPLEMENTARY DATA

~~During the~~Consolidated ~~year~~Financial ended January 31, 2018 and 2017 the Company received contributions totaling $3,500 and $8,050, respectively from a related party, these contributions are not to be repaid and are recorded under additional paid in capital.Statements

~~NOTE 7~~Apotheca –Biosciences, ~~NOTE PAYABLE~~Inc.

As of January 31, 2018 the Company received advances totaling $157,455 from an unrelated party, the advances are unsecured and bares an interest rate of 5% per annum, and is due upon demand giving 30 days written notice to the borrower. The Company has recorded accrued interest of $4,157 for the year ended January 31, 2018.

			Index

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of January 31, 2019 and April 30, 2018			F-2
Consolidated Statement of Operations for the period from February 26, 2018, (inception) through January 31, 2019			F-3
Statement of Changes in Shareholders’ Deficit for the period from February 26, 2018, (inception) through January 31, 2019			F-4
Consolidated Statement of cash flows for the period from February 26, 2018 (inception) through January 31, 2019			F-5
Notes to consolidated financial statements			F-6

~~NOTE 8 –EQUITY~~25

~~The Company~~Report ~~has authorized 600,000,000 common shares with a par value~~ of ~~$0.001~~Independent ~~per~~Registered ~~share.~~Public ~~Each common share entitles the holder to~~Accounting ~~one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.~~Firm

~~As of~~To ~~January~~the ~~31,~~shareholders ~~2018~~ and ~~2017,~~ the ~~company~~board ~~had~~of ~~50,340,000~~directors ~~shares~~ of Apotheca ~~common~~Biosciences, ~~stock issued and outstanding~~Inc.

~~NOTE~~Opinion 9on ~~–FORWARD~~the ~~STOCK~~Financial ~~SPLIT~~Statements

OnWe ~~June~~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, ~~2017~~2018 ~~FINRA~~(inception) ~~approved~~through ato 6January 31, 2019, and the related notes (collectively referred to 1as ~~forward~~the ~~split~~"financial statements"). In our opinion, ~~all~~the ~~numbers~~financial ~~reflected~~statements present fairly, in ~~the~~all ~~Financial~~material ~~Statements~~respects, ~~account~~the ~~for~~financial position of the ~~forward~~Company ~~split~~as of January 31, 2019, and ~~have~~the ~~been~~results ~~retroactively~~of its operations and ~~adjusted~~its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States.

~~NOTE 10 -~~Basis ~~SUBSEQUENT~~for ~~EVENTS~~Opinion

OnThese financial statements ~~May~~are 3,the ~~2018~~responsibility ~~Cannabis~~of ~~Leaf,~~the ~~Inc~~Company's management. ~~(the~~Our ~~Registrant)~~responsibility ~~entered~~is ~~into~~to aexpress ~~Settlement~~an ~~and~~opinion ~~Release~~on ~~Agreement~~the ~~with~~Company's ~~AGH~~financial ~~WA,~~statements based ~~LLC~~on inour ~~order~~audit. ~~to terminate~~We ~~the~~are ~~License~~a ~~Agreement~~public ~~and~~accounting ~~cease~~firm registered with the ~~business~~Public ~~relationship~~Company ~~between~~Accounting ~~the~~Oversight ~~Parties,~~Board (United States) ("PCAOB") and ~~remedy~~are ~~any~~required ~~defaults~~to ofbe ~~the~~independent ~~terms and~~with ~~conditions~~respect ofto the ~~License~~Company ~~Agreement.~~in accordance with the

~~The Compensation~~U.S. ~~and~~federal ~~Settlement~~securities ~~pertaining~~laws toand ~~entering into~~ the ~~Settlement~~applicable rules and ~~Release~~regulations ~~Agreement~~of isthe anSecurities ~~aggregate~~and ~~total~~Exchange ofCommission ~~2,600,000 Restricted~~and ~~Common~~the ~~Shares~~PCAOB.

~~On April~~We ~~26,~~conducted ~~2018~~our ~~Cannabis~~audit ~~Leaf,~~in ~~Inc.~~accordance (with the ~~Registrant) provided a Notice~~ standards of ~~Termination~~the ~~to Green Venture Capital Inc~~PCAOB., ~~Pursuant~~Those ~~to the~~standards ~~Letter~~require ofthat ~~Intent~~we ~~entered~~plan ~~into by Cannabis Leaf, Inc.~~ and ~~Green~~perform ~~Venture~~the ~~Capital,~~audit ~~Inc.~~to onobtain ~~October~~reasonable ~~24,~~assurance ~~2017~~about ~~and~~whether ~~pursuant~~the ~~to Section~~financial L.statements ofare ~~the~~free ~~Letter~~ of ~~Intent~~material misstatement, Nowhether ~~Consideration~~due ~~has~~to ~~been~~error ~~paid~~or ~~to date~~fraud.

~~On March~~Our 6,audit ~~2018,~~included performing Anprocedures ~~Agreement~~to ~~for~~assess ~~Plan~~the risks of ~~Merger~~material (misstatement of the ~~“Agreement”)~~financial ~~was~~statements, ~~entered~~whether ~~into~~due byto ~~Cannabis~~error ~~Leaf~~or ~~Incorporated~~fraud, and performing procedures that respond to those risks. ~~(“Cannabis Leaf”)~~Such procedures included examining, on a ~~Nevada~~test ~~Corporation~~basis, evidence regarding the amounts and ~~Apotheca~~disclosures ~~Biosciences,~~in ~~Inc~~the financial statements. ~~(“Apotheca~~Our ~~Biosciences”),~~audit aalso ~~Nevada~~included ~~Corporation.~~evaluating the accounting principles used and ~~Such~~significant ~~Agreement~~estimates ~~will~~made ~~result~~by inmanagement, as well as evaluating the ~~merger~~overall presentation of ~~Apotheca~~the ~~Biosciences~~financial ~~into~~statements. ~~Cannabis~~We believe ~~Leaf~~that ~~with~~our ~~the~~audit ~~Corporation~~provides toa ~~survive~~reasonable asbasis ~~Apotheca Biosciences~~for our opinion.

~~Apotheca Biosciences~~Substantial ~~and~~Doubt ~~Cannabis~~about ~~Leaf entered into~~ the ~~Merger~~Company’s Ability ~~Agreement where Cannabis Leaf agreed~~ to ~~issue~~Continue ~~Apotheca~~as ~~Biosciences sixty million (60,000,000) common shares of Cannabis Leaf in exchange for all of the shares of Apotheca Biosciences. This issuance will result in~~ a ~~change~~Going in control of Cannabis Leaf. Under the Agreement, upon closing, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers of the surviving corporation by the resignation of the existing officer of Cannabis Leaf and the simultaneous appointment of the officers and two additional directors.Concern

OnThe accompanying financial ~~March~~statements ~~20,~~have ~~2018~~been prepared assuming that the Company ~~issued~~will ~~831,330~~continue ~~and~~as ~~142,670~~a ~~restricted~~going ~~common~~concern. ~~shares~~As discussed in ~~settlement~~Note of4 ~~debt~~to inthe financial statements, the ~~amounts~~Company’s ofsignificant ~~$166,~~operating ~~266~~losses raise substantial doubt about its ability to continue as a going concern. ~~and~~The ~~$28,534~~financial ~~respectively~~statements do not include any adjustments that might result from the outcome of this uncertainty.

~~On April~~/s/ ~~24,~~BF ~~2018~~Borgers ~~the~~CPA ~~Company Issued a 60,000,000 restricted common shares as the consideration, as part of the terms and conditions of the Merger Agreement between Cannabis Leaf and Apotheca Biosciences.~~PC

~~F-11~~BF Borgers CPA PC

~~ITEM 9. CHANGES~~We INhave ~~AND~~served ~~DISAGREEMENTS~~as ~~WITH~~the ~~ACCOUNTANTS~~Company's auditor ONsince ~~ACCOUNTING AND FINANCIAL DISCLOSURE.~~2017

~~On December 14~~Lakewood, ~~2017, Cannabis Leaf, Inc. (the “Company”) dismissed TAAD, LLP as its independent registered public accounting firm.~~CO

~~(i) TAAD LLP’s~~May ~~report on the Company’s financial statements for the fiscal years ended January 31~~16, 2018 and January 31, 2017 contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise additional working capital to service its debt and for its planned activity.2019

(ii) Other than as disclosed in Item 4.01(a)(ii) TAAD, LLP’s report on the financial statements for either of the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii) of Regulation SF-K.1

~~(iii) The Company’s~~APOTHECA ~~Board~~BIOSCIENCES, ~~of Directors approved the decision to change its independent registered public accounting firm~~INC.

~~(iv) During the~~CONSOLIDATED ~~fiscal~~BALANCE years ended January 31, 2018 and January 31, 2017, and the subsequent interim periods and further through the date of dismissal of, there have been no disagreements with TAAD, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.SHEETS

(v) During the fiscal years ended January 31, 2018 and January 31, 2017, and further through the date of dismissal of TAAD, LLP , TAAD, LLP did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.

	As of			As of
	January 31,			April 30,
	2019			2018
ASSETS
Current assets
Cash	$	2,942		$	-
Inventory		7,640			-
Deposits and prepaids (including related party rent of $6,000)		98,302			-
Total current assets		108,884			-

Fixed Assets:
Equipment, furniture and fixtures (including purchase from related party $2,508)		6,623			-
Accumulated depreciation		(182	)		-
Total fixed assets, net		6,441			-
Total Assets	$	115,325		$	-

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable		24,104			295
Accounts payable , related parties		8,225			-
Accrued liabilities		82,770			30,000
Notes payable		18,600			-
Related party advances		-			1,947
Derivative liabilities		771,918			-
Convertible note payable, net of discount of $291,687		26,261			-
Total Liabilities		931,878			32,242

Shareholders' Deficit
Preferred stock, 10,000,000 authorized, $0.001 par value, 0 and 0 issued and outstanding		-			-
Common stock: 590,000,000 authorized; $0.001 par value at January 31, 2019 and 200,000,000 authorized, $0.0001 par value at April 30, 2018
118,214,000 and 60,000,000 shares issued and outstanding at January 31, 2019 and April 30, 2018, respectively		118,214			6,000
Additional paid in capital		1,503,973			-
Shares to be issued, common shares		73,700			-
Accumulated deficit		(2,512,440	)		(38,242	)
Total Shareholders' Deficit		(816,553	)		(32,242	)
Total Liabilities and Shareholders' Deficit	$	115,325		$	-

~~(vi)~~ The ~~Company~~ ~~Dismissed~~accompanying ~~TAAD~~notes ~~LLP~~are asan aintegral ~~decision~~part of bythese ~~Management~~consolidated financial statements

~~Engagement of New Independent Registered Public Accounting Firm~~ F-2

~~On December~~APOTHECA 15BIOSCIENCES, ~~2017 the Company engaged (“BF Borgers CPA, PC) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending January 31, 2018~~INC. During the past two fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult with BF Borgers CPA, PC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BF Borgers CPA, PC concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304 (a)(1)(v) of Regulation S-K.

~~There were~~CONSOLIDATED noSTATEMENT ~~disagreements~~OF with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the last two fiscal years and subsequent interim periods.OPERATIONS

	From Inception (February 26, 2018) through January 31, 2019

Revenues	$	-

Operating Expenses
Personnel expenses		228,221
Marketing and Design, related party		26,000
General and administrative (including related party rent $38,448)		210,717
Stock-based compensation		1,811,460
Total operating expenses		2,276,398

Net operating loss	$	(2,276,398	)

Other income (expenses):
Interest expense		(34,124	)
Gain on settlement of liability		156,000
Derivative expense		(357,918	)
Total operating expenses		(236,042	)

Net operating loss	$	(2,512,440	)
Basic and diluted loss per share	$	(0.03	)
Weighted average number of shares outstanding		88,050,879

~~ITEM~~The accompanying notes are an integral ~~9A.~~part ~~CONTROLS~~of ~~AND~~these ~~PROCEDURES.~~consolidated financial statements

~~Disclosure Controls and Procedures~~F-3

~~We maintain~~APOTHECA ~~disclosure controls and procedures~~BIOSCIENCES, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are 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 Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosureINC.

WeSTATEMENTS ~~carried~~OF ~~out~~CHANGES anIN ~~evaluation,~~SHAREHOLDERS' under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2018. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.DEFICIT

Management’s Report on Internal Control Over Financial Reporting

	Common Stock
	Shares		Amount		Additional Paid in Capital			Shares to be issued		Accumulated (Deficit)			Total
Balances, February 26, 2018		-	$	-	$	-		$	-	$	-		$	1

Shares issued by Apotheca in exchange for services ($.001 par value)		60,000,000		6,000		-			-		-			6,000

Recapitalization on August 2, 2018		51,314,000		105,314		(1,444,587	)							(1,339,273	)

Shares issued in satisfaction of accrued liability (license settlement)		2,600,000		2,600		1,141,000								1,144,000

Shares issued for compensation		4,300,000		4,300		1,728,100								1,732,400

Stock-based compensation (stock options)						79,060								79,060

Shares to be issued									73,700					73,700

Net loss from February 26, 2018 through October 31, 2018											(2,512,440	)		(2,512,440	)

Balances, October 31, 2018		118,214,000	$	118,214	$	1,503,973		$	73,700	$	(2,512,440	)	$	(816,553	)

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a~~F-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.4

~~Because of~~APOTHECA ~~its inherent limitations~~BIOSCIENCES, ~~internal control over financial reporting may not prevent or detect misstatements~~INC. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Under the~~CONSOLIDATED ~~supervision~~STATEMENT ~~and~~OF ~~with~~CASH the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2018 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). FLOWS

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 will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


	From inception (February 26, 2018) through January 31, 2019


CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(2,512,440	)
Adjustments to reconcile net loss to net cash used by operating activities
Change in fair value of derivative liabilities			357,918
Depreciation expense			182
Stock issued in exchange for services			1,732,400
Stock-based compensation			79,060
Gain on settlement of liability			(156,000	)
Amortization of debt discount			26,261
Changes in operating assets and liabilities:
Prepaid expenses			(98,302	)
Inventory			(7,640	)
Accounts payable			32,329
Accrued liabilities			117,997
Net Cash Used in Operating Activities			(428,235	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment			(6,623	)
Net Cash Used in Investing Activities			(6,623	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received for subscription agreements			73,700
Proceeds from convertible notes payable			364,100
Net Cash Provided from Financing Activities			437,800

Net increase in cash and cash equivalents			2,942
Cash and cash equivalents, beginning of period			-
Cash and cash equivalents, end of period		$	2,942

Supplemental disclosure of cash flow information:
Cash paid for interest		$	-
Cash paid for interest
Supplemental disclosure of non-cash financing activities:
Shares issued to settle a liability		$	1,300,000

14The accompanying notes are an integral part of these financial statements

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We did not maintain appropriate cash controls – As of January 31, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 3. We did not implement appropriate information technology controls – As at January 31, 2018 the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or offF-~~site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.~~5

~~Accordingly~~APOTHECA BIOSCIENCES, ~~the~~ Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controlsINC.

~~As a~~NOTES ~~result~~TO ofTHE ~~the~~CONDENSED ~~material~~CONSOLIDATED ~~weaknesses described above, management has concluded that the Company did not maintain effective internal~~FINANCIAL ~~control over financial reporting as of January 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO.~~ STATEMENTS

~~Changes in~~FOR ~~Internal~~THE ~~Control~~PERIOD ~~over~~FROM ~~Financial~~FEBRUARY ~~Reporting~~26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

~~There has~~NOTE ~~been~~1 no-ORGANIZATION ~~change~~AND inBASIS ~~our~~OF internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31, 2018, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PRESENTATION

~~This annual~~Apotheca ~~report~~Biosciences ~~does~~is ~~not~~a ~~include~~medical andevice ~~attestation~~company developing ~~report~~engineering ofand ~~the~~device ~~Company’s~~solutions ~~registered~~for ~~public~~cannabinoid ~~accounting~~medical ~~firm regarding internal control over financial reporting~~technologies. ~~Management’s~~ ~~report~~The ~~was~~company ~~not~~is ~~subject~~incorporated toin ~~attestation~~Nevada byas ~~the~~a ~~Company’s registered~~Corporation ~~public~~with ~~accounting~~principal ~~firm~~business ~~pursuant~~in toSaint ~~temporary~~Petersburg, ~~rules~~FL. ofThe ~~the~~company ~~SEC~~develops, ~~that~~license ~~permit~~and ~~the~~market ~~Company~~cannabinoid technologies to ~~provide~~various ~~only management’s report~~market ~~in this annual report~~sectors.

~~Continuing~~Apotheca Biosciences is developing cutting-edge ~~Remediation~~medical ~~Efforts~~products, tonutraceuticals, ~~address~~formulation ~~deficiencies~~and indelivery ~~Company’s~~technologies ~~Internal~~for ~~Control~~the ~~over~~healthcare ~~Financial~~and ~~Reporting~~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.

~~Once the~~The ~~Company~~last istwo ~~engaged~~decades inof research have brought a ~~business~~tremendous ofimprovement ~~merit~~in ~~and~~knowledge ~~has~~of ~~sufficient~~the ~~personnel~~endocannabinoid ~~available,~~system ~~then~~(eCB ~~our~~system) ~~Board~~components ofand ~~Directors,~~functions inunder ~~particular~~ physiological and pathological inconditions. ~~connection~~The ~~with~~eCB ~~the~~is ~~aforementioned~~a ~~deficiencies,~~neuromodulatory ~~will~~system ~~establish~~consists ~~the~~of ~~following~~two ~~remediation~~subtypes ~~measures:~~of cannabinoid receptors, CB1 and CB2

	1.	Our Board of Directors will endeavor to nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2017- 2018.
	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

Vision

~~ITEM~~Apotheca Biosciences is positioning to be global ~~9B. OTHER~~leader ~~INFORMATION.~~in discovering new cannabinoid medical technologies to make life better and healthier

~~None.~~Mission

15To 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.

~~PART III~~Core values:

~~ITEM 10. DIRECTORS~~· ~~AND~~Bring ~~EXECUTIVE~~cost-effective ~~OFFICERS.~~and meaningful medical care to patients

~~Identification~~ · Build an environment of ~~Directors~~creativity and ~~Executive~~transform ~~Officers~~new ideas into breakthrough technologies and devices

~~The following~~· ~~table~~Pursue ~~sets~~innovative ~~forth~~engineering ~~the~~solutions ~~names~~that ~~and~~challenge ~~ages~~established ~~of our current director(s) and executive officer(s):~~thinking

Name		Age				Position with the Company		Director Since
Jason Sakowski			50			CEO, CFO, President Treasurer, Secretary, & Director		May 2, 2017

Change and act with speed via scientific collaboration, partnership and a winning spirit

Apotheca Biosciences, Inc. (the "Company") was originally incorporated in the State of Nevada on October 6, 2014, under the name Pacificorp Holdings, Ltd. On June 2, 2017 the Company entered into a short form Merger Agreement with the Company’s wholly owned subsidiary in order to effect the change of their corporate name. The name change was effected through a parent/subsidiary short-form merger of the Company and its ~~board~~wholly-owned subsidiary, Cannabis Leaf Incorporated., a Nevada Corporation (the “Subsidiary”), under Section 92A.180 of ~~directors~~the ~~has~~Nevada noRevised ~~nominating~~Statutes (“NRS”). Pursuant to an Agreement of Merger, ~~audit~~dated orJune ~~compensation~~2, ~~committee~~2017, atbetween ~~this~~the ~~time~~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.

~~Term~~On March 6, 2018 an Agreement and Plan of ~~Office~~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.

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 resignationF-6

-APOTHECA BIOSCIENCES, INC.

~~Background and~~NOTES ~~Business~~TO ~~Experience~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The business~~FOR ~~experience~~THE ~~during~~PERIOD ~~the~~FROM ~~past~~FEBRUARY ~~five~~26, ~~years~~2018, of(INCEPTION) THROUGH ~~the~~JANUARY ~~person~~31, ~~presently listed above as an Officer or Director of the Company is as follows:~~2019

~~Jason Sakowski:~~On ~~Mr.~~August ~~Sakowski was appointed to the board of directors on May~~ 2, ~~2017. He is currently President~~2018, ~~Chief~~Articles ~~Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, Director~~ of ~~Global Karaoke Network, Inc.~~Merger ~~Mr.~~and ~~Sakowski has executive management experience in~~ the ~~music~~Merger ~~industry.~~Agreement Hewere ~~began~~filed ~~his career working~~ with ~~up and coming rock bands such as Nickelback, Jar and Noise Therapy. He became well known in~~ the ~~North~~Nevada ~~American~~Secretary ~~and~~of ~~international touring circuit over the next decade~~State, ~~hitting~~giving ~~the~~Effect ~~road~~to ~~with such platinum and multi-platinum selling artists as Nickelback, Theory Of A Deadman, Three Days Grace, All American Rejects, and Hoobastank. In~~ the ~~process,~~Merger ~~he gained considerable experience~~ and ~~knowledge about breaking and developing bands from~~ the ~~beginning stages to global success. Mr. Sakowski served as the Production Manager for Hoobastank~~change ~~from January 2005 through October~~ of ~~2010.~~name ~~In November~~ of ~~2007,~~our ~~he founded his own management~~ company ~~called~~to 38Apotheca ~~Entertainment, Inc.~~Biosciences ~~and he currently serves as its President~~Incorporated. In December of 2010 Mr. Sakowski became President of Arsenic Records, a full service record/management company based in Nashville, Tennessee. Currently, he is working on various projects with Chris Henderson of 3 Doors Down and world-renowned producer/engineer, Kevin Churko, along with record producer Toby Wright.

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.~~Identification~~ 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 ~~Significant~~Tacoma ~~Employees~~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.

We NOTE ~~have~~2 no-SIGNIFICANT ~~significant~~ACCOUNTING ~~employees other than our Board of Directors~~POLICIES

~~Family~~Basis ~~Relationships~~of Presentation

WeThe Financial Statements and related disclosures have been prepared ~~currently~~pursuant doto ~~not~~the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been ~~any~~prepared ~~officers~~using orthe ~~directors~~accrual basis of ~~our~~accounting ~~Company~~in ~~who~~accordance ~~are~~with ~~related~~accounting toprinciples ~~each~~generally ~~other~~accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is January 31.

16Use of Estimates

~~Involvement~~The preparation of financial statements in ~~Certain~~conformity ~~Legal~~with ~~Proceedings~~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.

~~During the~~Cash ~~past~~and ~~ten~~Cash ~~years no director, executive officer, promoter or control person of the Company has been involved in the following:~~Equivalents

~~(1)~~For ~~A petition under~~ the ~~Federal~~purpose ~~bankruptcy~~of ~~laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for~~ the ~~business~~statement ~~or property~~ of ~~such~~cash ~~person~~flows, cash orequivalents ~~any~~include ~~partnership~~time indeposits, ~~which~~certificate ~~he was a general partner at or within two years before the time~~ of ~~such filing~~deposits, orand ~~any~~all ~~corporation~~highly-liquid ordebt ~~business~~instruments ~~association~~with original maturities of ~~which~~three hemonths ~~was an executive officer at~~ or ~~within two years before the time of such filing;~~less.

~~(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Inventory

~~(3) Such person~~Inventory ~~was~~is valued at the ~~subject~~lower of ~~any~~the ~~order,~~inventory’s cost ~~judgment,~~ or ~~decree,~~the ~~not~~current ~~subsequently~~market ~~reversed,~~price ~~suspended~~of orthe ~~vacated,~~inventory. ofManagement ~~any~~compares ~~court~~the cost of ~~competent~~inventory with its market value and an allowance ~~jurisdiction,~~is ~~permanently~~made orto ~~temporarily~~write ~~enjoining~~down ~~him~~inventory ~~from~~to market value, orif ~~otherwise~~lower. ~~limiting~~At January 31, 2019, the ~~following~~balance ~~activities:~~of inventory was $7,640.

~~i. Acting as~~Fair aValue futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of ~~any~~Financial of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;Instruments

~~ii. Engaging~~The Company’s financial instruments consist inprimarily ~~any~~of ~~type~~accounts payable and accrued liabilities and loans payable – related parties. The carrying amounts of ~~business~~such ~~practice;~~financial instruments orapproximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

~~iii. Engaging in~~Basic ~~any~~and ~~activity~~Diluted inEarnings ~~connection~~Per ~~with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~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 (4loss) ~~Such~~ per share (“Basic EPS”) is computed by dividing ~~person~~net ~~was~~loss available to common stockholders by the ~~subject~~weighted average number of ~~any~~common ~~order,~~shares ~~judgment~~outstanding orduring ~~decree,~~the ~~not~~period. ~~subsequently~~Diluted earnings ~~reversed,~~per ~~suspended~~share or(“Diluted ~~vacated,~~EPS”) ofis ~~any~~similarly ~~Federal~~calculated. orDilution ~~State~~is computed by applying the treasury stock method. ~~authority~~Under ~~barring~~this method, ~~suspending~~options orand ~~otherwise~~warrants ~~limiting~~are ~~for~~assumed ~~more~~to ~~than~~be 60exercised ~~days~~at the ~~right~~beginning of ~~such~~the ~~person~~period (or at the time of issuance, if later), and as if funds obtained thereby were used to ~~engage~~purchase incommon ~~any~~stock ~~activity~~at ~~described~~the average market price during the period. These potentially dilutive securities were not included in ~~paragraph~~the ~~(f)(3)(i)~~calculation of ~~this~~loss ~~section,~~per orcommon toshare befor ~~associated~~the ~~with~~period ~~persons~~ended ~~engaged~~January in31, 2019 ~~any~~and ~~such~~April ~~activity;~~30, 2018 because their effect would be anti-dilutive.

~~(5) Such~~The ~~person~~outstanding ~~was~~securities ~~found~~consist ~~by a court~~ of ~~competent jurisdiction in a civil action or by~~ the ~~Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;~~following:

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


	January 31, 2019		April 30, 2018
Potentially dilutive options		1,198,289		-
Potentially dilutive warrants		720,000		-
Potentially dilutive convertible debt		3,056,616		-
		4,974,905		-

(F-7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.APOTHECA ~~Any~~BIOSCIENCES, ~~Federal or State securities or commodities law or regulation; or~~INC.

~~ii.~~NOTES ~~Any~~TO ~~law~~THE orCONDENSED ~~regulation~~CONSOLIDATED respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; orFINANCIAL STATEMENTS

~~iii.~~FOR ~~Any~~THE ~~law~~PERIOD orFROM ~~regulation~~FEBRUARY ~~prohibiting~~26, ~~mail~~2018, or(INCEPTION) THROUGH ~~wire~~JANUARY ~~fraud~~31, ~~or fraud in connection with any business entity; or~~2019

17New Accounting Pronouncements

~~(8) Such person~~In ~~was~~February 2016, the ~~subject~~FASB ofissued ASU 2016-02, Leases or(Topic a842). ~~party~~ASU ~~to,~~2016-02 ~~any~~requires ~~sanction~~lessees orto ~~order,~~recognize ~~not~~lease ~~subsequently~~assets ~~reversed,~~and ~~suspended~~lease orliabilities ~~vacated,~~on ofthe ~~any~~balance ~~self-regulatory organization~~sheet ~~(as~~and ~~defined~~requires expanded indisclosures ~~Section~~about ~~3(a)(26)~~leasing ofarrangements. ~~the~~ASU ~~Exchange~~2016-02 ~~Act~~is ~~(15~~effective ~~U.S.C.~~for ~~78c(a)(26))),~~fiscal ~~any~~years ~~registered~~beginning ~~entity~~after ~~(as~~December ~~defined~~15, in2018 and ~~Section~~interim ~~1(a)(29)~~periods ofin ~~the~~fiscal ~~Commodity~~years ~~Exchange~~beginning ~~Act~~after (7December ~~U.S.C.~~15, ~~1(a)(29)))~~2018, orwith ~~any~~early ~~equivalent~~adoption ~~exchange,~~permitted. ~~association,~~The ~~entity~~Company orhas ~~organization~~not elected to ~~that~~early ~~has~~adopt ~~disciplinary~~this ~~authority~~standard ~~over~~but ~~its~~will ~~members~~adopt orit ~~persons~~in ~~associated~~the ~~with~~next afiscal ~~member~~year.

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

~~The Company~~In ~~does~~May ~~not~~2014, ~~have~~ASU an2014-09 ~~audit~~was ~~committee~~issued ~~or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving~~related onto ~~its~~revenue ~~Board~~from ofcontracts ~~Directors.~~with ~~All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities~~customers. The ~~Company~~ASU ~~has~~was ~~not~~further ~~yet~~amended ~~employed~~in anAugust ~~audit~~2015, ~~committee~~March ~~financial~~2016, ~~expert~~April on2016, ~~its~~and ~~Board~~May ~~due~~2016 toby ASU ~~the~~2015-14, ~~inability~~2016-08, to2016-10 ~~attract~~and ~~such a person~~2016-12.

The ~~Company~~ ~~intends~~new tostandard ~~establish~~provides ana ~~audit~~five-step ~~committee of the board of directors, which will consist of independent directors. The audit~~approach ~~committee’s~~to ~~duties will~~ be toapplied ~~recommend~~ to ~~the~~all ~~Company’s~~contracts ~~board~~with ofcustomers ~~directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements~~ and toalso ~~review~~requires ~~the~~expanded ~~Company’s~~disclosures ~~accounting~~about ~~and~~revenue ~~auditing principles~~recognition.

~~The audit~~In ~~committee~~August ~~will review the scope~~2015, ~~timing and fees for~~ the ~~annual~~effective ~~audit~~date ~~and~~was ~~the results of audit examinations performed by~~deferred ~~the~~to ~~internal~~reporting ~~auditors and Independent Registered Public Accounting Firm~~periods, including ~~their~~interim ~~recommendations~~periods, tobeginning ~~improve~~after ~~the~~December ~~system of~~31, ~~accounting~~2017, and ~~internal controls. The audit committee~~ will ~~at all times~~ be ~~composed~~applied ~~exclusively~~retrospectively. ~~of directors who are, in the~~Early ~~opinion~~adoption ofis ~~the~~not 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 principlespermitted.

~~Code~~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 ~~Ethics~~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.

~~We have~~NOTE ~~adopted~~3 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.MERGER

~~Section~~On March 6, 2018 an Agreement and Plan 16of Merger was made and entered into as of March 6, 2018 by and among Cannabis Leaf (aCLI) ~~Beneficial~~and ~~Ownership~~Apotheca. ~~Reporting~~The ~~Compliance~~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.

~~Section 16(a)~~At of the ~~Securities~~Effective ~~Exchange Act of 1934 requires our directors~~Time, ~~executive~~by ~~officers,~~virtue ~~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~~ ofMerger ~~change in ownership of common stock~~ and ~~other~~without ~~equity~~any ~~securities~~action ofon the ~~Company.~~part ~~Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies~~ of ~~all~~CLI ~~Section~~or ~~16(a)~~Apotheca ~~forms~~or ~~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~~holder 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 acapital ~~registered~~stock ~~class~~ of ~~our~~CLI ~~equity~~or ~~securities complied with all Section 16(a) filing requirements.~~Apotheca:

18(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.

~~ITEM~~(b) Conversion of CLI Stock:(i) Each share ~~11. EXECUTIVE~~of ~~COMPENSATION~~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").

~~The~~(ii) At the Effective Time, each Share ~~following~~held ~~table~~by ~~sets~~CLI ~~forth~~as ~~the~~treasury ~~compensation~~stock ~~paid~~or toheld ~~our~~by ~~executive~~CLI, ~~officers~~or ~~during~~any ~~the~~Subsidiary ~~twelve~~of ~~month~~CLI, ~~periods~~immediately ~~ended~~prior ~~January~~to 31the Effective Time shall, ~~2018~~by virtue of the Merger and ~~2017:~~ 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.

~~Summary~~(iii) At the Effective Time, each Share ~~Compensation~~of ~~Table~~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.

Name	Fiscal		Salary		Bonus		Stock		Option		Non-Equity		Change in		All Other Compensation		Total
and	Year		($)		($)		Awards		Awards		Incentive		Pension		($)		($)
Principal	Ended						($)		($)		Plan		Value and
Position	Mar-31										Compensation		Nonqualified
											($)		Deferred
													Compensation
													Earnings
													($)
Jason Sakowski (1) President, Secretary, CEO, CFO, , and Director		2018		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
		2017		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Laurence Stephenson (2)President, CEO, Secretary, Treasurer and Director		2017		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

F-8

~~1. Jason~~APOTHECA ~~Sakowski was appointed to the Board of Directors and as an officer and director on May 2~~BIOSCIENCES, ~~2017, and is currently the sole officer and director of the Company~~INC.

~~2. Laurence~~NOTES ~~Stevenson~~TO ~~was~~THE ~~appointed~~CONDENSED toCONSOLIDATED ~~the board of directors on March 15, 2017 and subsequently resigned his positions as an officer~~FINANCIAL ~~and director on May 2, 2017.~~STATEMENTS

~~Narrative Disclosure~~FOR toTHE ~~Summary~~PERIOD ~~Compensation~~FROM ~~Table~~FEBRUARY 26, 2018, (INCEPTION) THROUGH JANUARY 31, 2019

~~There~~(iv) At the Effective Time, Apotheca as the ~~are~~surviving noentity ~~compensatory~~and ~~plans~~in orexchange ~~arrangements,~~for ~~including~~the ~~payments~~acquisition toof Apotheca shall be ~~received~~issued ~~from~~as such exchange for control and merger the amount of sixty million (60,000,000) shares of Apotheca as the surviving Company ~~with~~in ~~respect~~the form of common shares to ~~any~~be ~~executive~~distributed ~~officer,~~as set ~~that~~forth ~~would~~by ~~result~~Apotheca inat ~~payments~~its todirection ~~such~~on ~~person~~a ~~because~~schedule set forth for issuance. Such shares shall be considered the Merger Control Shares and shall represent approximately sixty percent of ~~his~~the orthen ~~her~~post-issuance ~~resignation,~~control ~~retirement~~of orCLI ~~other~~post-merger. ~~termination~~(v) At the time of ~~employment~~exchange ~~with~~in ~~the~~such ~~Company~~transaction, orthere is as certified by CLI, its ~~subsidiaries~~board of directors and management, exist no convertible or other debt with claims or rights superior for the issuance of any ~~change~~shares of common stock in ~~control~~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 ~~change~~liability inof the ~~person’s~~prior ~~responsibilities~~management ~~following~~of aCLI ~~change in~~and ~~control~~not of Apotheca as the ~~Company~~surviving entity.

19Closing. 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.

~~Outstanding~~Effective Time of the Merger. Subject to ~~Equity~~the ~~Awards~~provisions of this Agreement, at ~~Fiscal~~the ~~Year-End~~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

NoOn August 2, 2018, Articles of Merger ~~executive~~and ~~officer~~the ~~received~~Merger ~~any~~Agreement ~~equity~~were ~~awards,~~filed orwith ~~holds~~the ~~exercisable~~Nevada orSecretary ~~exercisable~~of ~~options~~State, asgiving ofEffect to the ~~year~~Merger ~~ended~~and ~~January~~the ~~31,~~change of ~~2018~~name of our company to Apotheca Biosciences Incorporated.

~~Long-Term~~The unaudited pro forma combined condensed ~~Incentive~~financial ~~Plans~~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.

~~There~~The acquisition of a private operating company ~~are~~by noa ~~arrangements~~nonoperating public shell corporation typically results in the owners and management of the private company having actual or ~~plans~~effective voting and operating control of the combined company. A public shell reverse acquisition is viewed as a capital transaction in ~~which~~substance, werather ~~provide~~than ~~pension~~a business combination. As a result, ~~retirement~~it orshould ~~similar~~be ~~benefits~~accounted for ~~directors~~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 ~~executive~~other ~~officers~~intangible assets should be recorded.

~~Compensation Committee~~NOTE 4 – GOING CONCERN

WeThe Company's financial statements are prepared ~~currently~~using dothe ~~not~~generally ~~have~~accepted accounting principles applicable to a ~~compensation~~going ~~committee~~concern, which contemplates the realization of assets and liquidation of liabilities in the ~~Board~~normal course of ~~Directors~~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 ~~Board~~recoverability of ~~Directors~~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 ~~whole~~going ~~determines~~concern. The ~~executive~~Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity ~~compensation~~problems.

~~Compensation of Directors~~F-9

~~Our directors~~APOTHECA ~~receive~~BIOSCIENCES, ~~no compensation for their service on our Board of Directors~~INC.

~~ITEM 12. SECURITY~~NOTES ~~OWNERSHIP~~TO OFTHE ~~CERTAIN~~CONDENSED ~~BENEFICIAL~~CONSOLIDATED ~~OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~FINANCIAL STATEMENTS

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

~~The following~~NOTE table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of January 31, 2018, by: (i) our directors; (ii) our named executive officer; 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.~~INVENTORY

~~On March~~As 9,of ~~2018~~the ~~former~~January ~~director~~31, ~~Kook~~2019, ~~Ching~~the ~~Yoo~~balance ~~voluntarily~~in inventory ~~retired~~is 9$7,~~000,000~~640. The inventory consists of 18the raw material CBD Isolate,~~000,000~~ ~~shares~~which ~~owned~~is bya ~~him~~pure, crystalline powder that contains 99% pure CBD.

Name and Address of Beneficial Owner	Title of Class		Amount and Nature of Beneficial Ownership(1) (#)		Percent of Class(2) (%)
Wan Soo Lee		Common		18,000,000		35,755	%
Kook Chong Yoo		Common		18,000,000		35.755	%
All Persons as a Group (2 Persons)		Common		36,000,000		71.51	%

NOTE 6 – PREPAID ASSETS

20As of January 31, 2019, the Company has the following in prepaid assets:

1.	The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
		January 31,
2.	Based on 50,340,000 issued and outstanding shares of Common Stock as of January 31, 2018
		2019
Prepaid inventory		$	88,602
Prepaid rent , related party			6,000
Prepaid services			3,700
		$	98,302

~~Changes in Control~~Note:

~~On August~~The 1,prepaid ~~2017~~inventory ~~Jason~~balance ~~Sakowski~~of $88,602 ~~the~~is ~~registrants current President and CEO and~~ a ~~director~~down ~~entered~~payment infor to50% ~~purchase agreements with the former directors and officers~~ of ~~the~~a ~~Registrant~~finished toCBD ~~purchase~~products ~~an aggregate total of twenty seven million~~ (~~27,000,000)~~i.e. ~~Restricted Common Shares~~oils, ~~resulting in a change in control of the Registrant. The purchase price for the shares is $10~~drops,~~000~~ ~~and~~- gel $5caps,~~000~~ ~~respectively~~ and issleep ~~due and payable on or before March 31, 2018~~caps). ~~As of May 10, 2018 this transaction has not closed.~~

~~ITEM~~- ~~13.~~The ~~CERTAIN~~prepaid ~~RELATIONSHIPS~~rent ~~AND~~consists ~~RELATED~~of ~~TRANSACTIONS~~the last month’s rent deposit in the amount of $6,000. ~~AND~~The ~~DIRECTOR~~rent ~~INDEPENDENCE~~was paid to a related party. See Note 16.

~~Related Party~~- ~~Transactions~~The prepaid services consist of monies paid to a consultant.

~~None of~~NOTE ~~the~~7 ~~directors~~– orPROPERTY ~~executive~~AND officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.EQUIPMENT

~~With regard~~Property toand ~~any~~equipment, ~~future related party transaction~~net, weconsisted ~~plan~~of tothe following ~~fully~~at ~~disclose~~January ~~any~~31, 2019 and ~~all~~April ~~related~~30, ~~party transactions in the following manner~~2018:

· Disclosing such transactions in reports where required;

	January 31,			April 30,
	2019			2018

Computer equipment	$	4,115		$	-
Furniture and fixtures		2,508			-
		6,623			-
Less: accumulated depreciation		(182	)		-
	$	6,441		$	-

~~· Disclosing~~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 ~~any~~furniture and ~~all~~fixtures. Depreciation ~~filings~~expense ~~with~~related to these assets for the ~~SEC~~year ended January 31, ~~where~~2019 ~~required;~~amounted to $89.

~~· Obtaining~~Depreciation expense was $182 for the year ~~disinterested~~ended ~~directors~~January ~~consent;~~31, ~~and~~2019.

~~· Obtaining shareholder~~NOTE ~~consent~~8 ~~where~~– ~~required.~~ACCRUED LIABILITIES

21As of January 31, 2019, the Company has the following accrued liabilities:

Director Independence

	Amount
Accrued salary – officer	$ 57,610
Payroll liabilities	6,256
Credit card	9,765
Accrued interest	9,139
Total	$ 82,770

~~For purposes~~NOTE of9 ~~determining~~– ~~director~~NOTES 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.PAYABLE

~~According to~~As ~~the~~of ~~NASDAQ~~January ~~definition~~31, ~~Wan~~2019, ~~Soo~~the ~~Lee~~Company ishad ~~not~~outstanding notes anpayable ~~independent~~totaling ~~director~~$18,600. ~~because~~The henotes isbear ~~also~~ an ~~executive~~interest ~~officer~~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.

~~According to the NASDAQ definition, Kook Chong Yoo is not an independent director because he is an officer of the Company.~~F-10

~~Review~~APOTHECA BIOSCIENCES, ~~Approval~~ ~~or Ratification of Transactions with Related Persons~~INC.

~~We are~~NOTES aTO ~~smaller~~THE ~~reporting~~CONDENSED ~~company~~CONSOLIDATED ~~as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide~~FINANCIAL ~~the information under this item.~~STATEMENTS

~~ITEM~~FOR ~~14.~~THE ~~PRINCIPAL~~PERIOD ~~ACCOUNTANT~~FROM ~~FEES~~FEBRUARY ~~AND~~26, ~~SERVICES.~~2018, (INCEPTION) THROUGH JANUARY 31, 2019

	Year Ended January 31, 2018		Year Ended January 31, 2017
Audit fees	$	14,000	$	8,700
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total	$	14,000	$	8,700

NOTE 10 – GAIN ON SETTLEMENT OF LIABILITY

~~Audit~~In May ~~Fees~~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.

~~During the~~NOTE ~~fiscal~~11 ~~years~~– ~~ended~~CONVERTIBLE ~~January~~NOTE 31, 2018 and 2017, we incurred approximately $14,000 and $8,700 respectively 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, 2018.PAYABLE

~~Audit-Related Fees~~October 3, 2018 Note

~~The aggregate~~On ~~fees~~October ~~billed~~3, ~~during~~2018, the ~~fiscal~~Company ~~years~~entered ~~ended~~into a ~~January~~Securities 31Purchase Agreement with Firstfire Global Opportunities Fund, ~~2018~~LLC, ~~and~~an ~~2017~~accredited ~~for~~investor ~~assurance~~“Firstfire” ~~and~~pursuant to ~~related~~which ~~services~~the byCompany ~~our~~issued to Firstfire a Senior Convertible Promissory Note (“Note 1”) in the aggregate principal ~~independent~~amount ~~accountants~~of ~~that~~$300,000. ~~are~~The ~~reasonably~~Company ~~related~~received tonet ~~the~~proceeds ~~performance~~of $243,900 after a $24,000 original note discount and $32,100 of ~~the~~financing costs. ~~audit~~The orNote ~~review~~has a maturity date of ~~our~~October ~~financial~~3, ~~statements~~2019 (and the Company has agreed to pay interest on the unpaid principal balance ~~are~~of ~~not~~the ~~reported~~Note ~~under~~at ~~Item 9(e)(1)~~the rate of ~~Schedule~~five ~~14A~~percent (5%) ~~was~~per ~~$14,000~~annum from the date on which the Note is issued until the same becomes due and payable, $8whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note,~~700,~~ ~~respectively~~provided it makes a payment to Firstfire as set forth in the Note.

~~Tax~~The outstanding principal amount of the Note ~~Fees~~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.

~~The aggregate~~Accounting fees billed during the fiscal years ended January 31, 2018 and 2017 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.Considerations

~~All~~The Company has accounted for the Note as a ~~Other~~financing ~~Fees~~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.

~~The aggregate~~Based ~~fees~~on ~~billed during~~ the ~~fiscal~~previous ~~year ended January 31~~conclusions, ~~2018,~~the ~~and~~Company allocated ~~2017~~the ~~for~~cash ~~products~~proceeds ~~and~~first ~~services~~to ~~provided~~the byderivative ~~our~~components ~~principal independent~~at ~~accountants~~its ~~(other~~fair ~~than~~value with the ~~services~~residual ~~reported~~allocated into ~~Items~~the ~~9(e)(1)~~host ~~through~~debt ~~9(e)(3)~~contract, as ~~of Schedule 14A was $0.~~follows:

	Allocation
Compound embedded derivative	$ 408,373
Derivative warrants	128,544
Day-one derivative loss	(260,917)
Financing fees	(32,100)
Net proceeds	$ (243,900)

~~PART~~The net proceeds of $243,900 were allocated IVto 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.

~~ITEM 15. EXHIBITS.~~F-11

~~(a)~~APOTHECA ~~Exhibits~~BIOSCIENCES, INC.

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on April 21, 2015, as part of our Registration Statement on Form S-1.
3.02	Bylaws	Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
14.01	Code of Ethics	Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~[Signature~~FOR THE PERIOD FROM FEBRUARY 26, 2018, (INCEPTION) ~~Page~~THROUGH toJANUARY ~~Follow]~~31, 2019

23January 18, 2019 Note

~~SIGNATURES~~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.

~~Pursuant~~The outstanding principal amount of the Note tois convertible into common stock at the ~~requirements~~lender’s ofoption ~~Section~~at 13$0.20 orper ~~15(d)~~share. ofThe agreements contain down-round protection in the ~~Securities~~event ~~Exchange~~the ~~Act~~Company ofissues ~~1934~~common stock at a lower price. In connection with the agreement, the ~~registrant~~Company ~~has~~issued ~~duly~~detachable warrants ~~caused~~to ~~this~~purchase ~~report~~240,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration todate beof ~~signed~~January on18, ~~its~~2022. ~~behalf~~The bywarrants contain down-round protection in the ~~undersigned,~~event ~~thereunto~~the ~~duly~~Company ~~authorized~~issues common stock at a lower price.

	CANNABIS LEAF, INC.
Date: May 18, 2018	By:	/s/ Jason Sakowski
		Jason Sakowski
		Chief Executive Officer

Accounting Considerations

~~Pursuant~~The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the ~~requirements~~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 ~~Securities~~derivatives ~~Exchange~~to ~~Act~~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 ~~1934,~~the ~~this~~host ~~report~~contract. ~~has~~The ~~been~~material ~~signed~~embedded ~~below~~derivative byfeatures consisted of the ~~following~~embedded ~~person~~conversion option onand ~~behalf~~default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the ~~registrant~~host debt agreement and required bifurcation. Current accounting principles that are also provided in ~~the~~ASC ~~capacities~~815 do not permit an issuer to account separately for individual derivative terms and onfeatures 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 ~~dates~~warrants ~~indicated~~required classification as derivative liabilities.

Signature	Capacity	Date
/s/ Jason Sakowski	Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors	May 18, 2018
Jason Sakowski	(Principal Executive Officer and Principal Financial and Accounting Officer)

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

	Allocation
Compound embedded derivative	$ 321,631
Derivative warrants	85,183
Day-one derivative loss	(268,814)
Financing fees	(13,800)
Net proceeds	$ (124,200)

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:

	January 31, 2019
The financings giving rise to derivative financial instruments	Indexed Shares	Fair Values
Compound embedded derivative	3,056,616	$ (587,395)
Derivative warrants	720,000	(184,523)
Total	3,776,616	$ (771,918)

F-12

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 financings giving rise to derivative financial instruments and the income effects:
Compound embedded derivative	$	142,609
Derivative warrants		29,204
Day-one derivative loss		(529,731	)
Total gain (loss)	$	(357,918	)

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:

	October 3, 2018 Note
	Inception	January 31, 2019
Quoted market price on valuation date	$0.41	$0.29
Contractual conversion rate	$0.20	$0.15
Contractual term to maturity	1.00 Year	0.67 Years
Market volatility:
Equivalent Volatility	163.10%	181.59%
Interest rate	5.0%	5.07%

	January 18, 2019 Note
	Inception	January 31, 2019
Quoted market price on valuation date	$0.39	$0.29
Contractual conversion rate	$0.15	$0.15
Contractual term to maturity	1.00 Year	0.96 Years
Market volatility:
Equivalent Volatility	195.42%	178.09%
Interest rate	5.0%	5.07%

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.

F-13

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:

	Inception	January 31, 2019
Quoted market price on valuation date	$0.41	$0.29
Contractual strike price	$0.3125	$0.3125
Range of effective contractual conversion rates	--	--
Contractual term to maturity	3.00 Year	2.97 Years
Market volatility:
Volatility	166.14%	173.61%
Risk-free interest rate	2.94%	2.59%

	Inception	January 31, 2019
Quoted market price on valuation date	$0.39	$0.29
Contractual strike price	$0.3125	$0.3125
Range of effective contractual conversion rates	--	--
Contractual term to maturity	3.00 Year	2.97 Years
Market volatility:
Volatility	180.02%	179.55%
Risk-free interest rate	2.94%	2.59%

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.

	January 31, 2019
Balances at February 26, 2018 (Company Inception)	$ --
Issuances:
Compound embedded derivative	730,004
Detachable warrants	213,727
Changes in fair value inputs and assumptions reflected in income	(171,813)
Balances at January 31	$ 771,918

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:

Period	Amount Due
Fiscal Year Ended January 31, 2020	$ 108,936
Fiscal Year Ended January 31, 2021	57,672
Total	$ 166,608

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.

F-14

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:


	January 31,
	2019

Net Operating Losses	$	2,512,440
Statutory Tax Rate		21	%
Effective Tax Rate		-
Deferred Tax Asset		527,612
Valuation Allowance		(527,612	)
Net Deferred Tax Asset	$	-

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:

F-15

APOTHECA BIOSCIENCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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



	January 31, 2019
Benefit at federal and statutory rate	(21)%
Change in valuation allowance	21%
Effective tax rate	0%

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%.

F-16

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):

Name	Age	Position
Saeed Talari	58	Former CEO, CFO, Director (Chairman of the Board)*
P.C. Sundareswaran	66	CEO, CFO, Director (Chairman of the Board)
John Verghese	59	CTO, Director
Deidre Fernandes	59	COO, Director

*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

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.

ITEM 11.

EXECUTIVE COMPENSATION

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

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards (2)	All other comp.	Total
Saeed Talari Former CEO, CFO, Director (Chairman of the Board) (1)	FYE 2019	$ 150,000	-	$ 212,400	-	-	$ 392,400
P.C. Sundareswaran Current CEO, CFO, Director (Chairman of the Board)	FYE 2019	$ -	-	-	-	-	-
John Verghese CTO, Director	FYE 2019	$ 21,000	-	-	$ 26,353	-	$ 47,353
Deidre Fernandes COO Director	FYE 2019	$ 15,750	-	-	$ 26,353	-	$ 42,103

(1)

Effective December 04, 2018, Mr. Talari resigned as the Acting CEO and director of 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.

(2)

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.

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.

Name	Position		Number of Shares Beneficially Owned		Percentage of Common Stock Shares Beneficially Owned
Apotheca Biosciences, LLC				53,940,000		45.46%

John Verghese		CTO / Director		2,110,000		1.78%

Deirdre Fernandes		COO / Director		1,120,000		0.95%

Saeed Talari				5,660,000		4.77%

Wan So Lee				18,142,670		15.35%

Dr. Sundareswaran		CEO Effective January 1, 2019		20,000		*

Kook Chong Yoo				18,000,000		15.23%

All beneficial owners as a Group				98,922,670		83.51%

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

Based on 118,214,000 issued and outstanding shares of Common Stock as of January 31, 2019

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

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

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

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.

ITEM 14.
	Period Ended January 31, 2019
Audit fees	$	13,584
Audit-related fees	$	0
Tax fees	$	0
All other fees	$	0
Total	$	13,584
Audit Fees

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.

ITEM 15.

EXHIBITS.

Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation (ii) Bylaws
3.1	Articles of Incorporation	S-1	3.1	April 21, 2015
3.2	By-laws	S-1	3.2	April 21, 2015
3.3	Articles of Merger	8-K	2.1	August 29, 2018
3.4	Agreement of Merger	8-K	2.1	August 29, 2018
3.5	Certificate of Change	8-K	3.2	August 29, 2018
14.1	Code of Ethics	S-1	14.1	April 21, 2015
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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.

		APOTHECA BIOSCIENCES, INC
		(Registrant)
Dated: May 16, 2019		/s/ P.C. Sundareswaran
		P.C. Sundareswaran
		President, Chief Executive Officer, Chief Financial Officer, Chairman and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · Apotheca Biosciences, Inc.