Apotheca Biosciences, Inc.

Took an exclusive licence to sell CB Scientific's Test4 cannabis test kits under its ProMED brand, paying a 30-40% royalty on every kit. The third deal announced in a month, and the only one with an actual product attached; six weeks later the company stopped filing altogether.

material agreement

Two weeks later, a second agreement-to-agree: 51% of Hemp Bloom LLC and its 600 acres in Colorado and Oregon, with the filing projecting $38 million of CBD or $182 million of CBG revenue by 2020 while conceding it might not be able to farm the land at all. Nothing further was ever filed about it.

material agreement

Announced it had "agreed to come to a definitive agreement" to buy 51% of Hemp Sciences Corp for 60 million shares valued at six cents each, doubling the share count for a business that is a division of Nuvus Corp - one of the related parties that had been lending the company its operating cash. No definitive agreement or completion was ever filed.

material agreement

The Florida circuit court gave the company what it asked for: an order finding it was not and never had been a shell company, freeing shareholders to sell under Rule 144. The company's own history - incorporated to explore minerals, never mining, then licensing, then a reverse takeover - is exactly the shape the shell definition exists to catch.

other material event

Sued in a Florida state court for a declaration that it had never been a "shell" company, after a broker's lawyer told shareholders it had been - which would block them from selling under Rule 144. A company asking a county court to settle a federal securities-law question about its own past.

other material event

Filed the full disclosure record for the Apotheca takeover, which had actually closed on 6 March 2018 and been announced by press release in June - roughly six months before this filing. The company moved to St Petersburg, Florida, said it had no revenue and a going-concern problem, and disclosed that its cash had come from small related-party loans; chairman Sam Talari is described as holding about 68% of the votes.

business combination

Walked away from both Washington deals at once: the Affordable Green licence was settled and cancelled for 2.6 million restricted shares, and the Green Venture / MMS Farms letter of intent was terminated with nothing ever paid. Fourteen months and a string of small payments produced no business, and the shares came out of shareholders' pockets.

material agreement termination

Agreed to hand 60 million new shares - about 60% of the enlarged company - to the owners of a private Florida business called Apotheca Biosciences, which would take the board, the officers and the name. A reverse takeover: the Washington cannabis-licensing plan was being replaced wholesale by a CBD products venture.

business combination

Signed a second letter of intent, this time to take over Green Venture Capital's own letter of intent with MMS Farms, a licensed Washington marijuana grower, for $500,000 payable in instalments. A deal to buy a right to a deal - and still four months behind on the first licence it signed.

material agreement

Chief executive Jason Sakowski bought 27 million restricted shares from the company's former directors and officers for a combined $15,000, taking control outright. Control of a listed company changed hands for the price of a used car, with payment not due until March 2018.

material agreement

Rewrote the Affordable Green licence again, raising the total owed to $2.3 million while the payment schedule showed what had actually been paid: $25,000, then $9,800, $15,200, $10,000 and $10,000. The company was meeting a multi-million-dollar commitment in five-figure instalments.

material agreement

Renamed itself Cannabis Leaf Incorporated by merging a shell subsidiary of that name into itself - a paperwork device that needed no shareholder vote - and at the same time multiplied its shares six-for-one and raised its authorised capital. The mineral-exploration identity was formally dropped for a cannabis one.

bylaws amendment

Converted the March letter of intent into a definitive exclusive licence with Affordable Green Washington, due $25,000 on signing, $100,000 by end of May and $2 million by 30 September 2017. Director Wan Soo Lee resigned the same day.

material agreement

Pacificorp Holdings - a Nevada shell incorporated in 2014 to explore mineral properties, with no mining ever done - signed a letter of intent to license Affordable Green Washington's marijuana products and marketing model for Washington State, promising $2.1 million in stages. The first move in a three-year hunt for a business to be in.

material agreement