History
A Nevada mining shell that never mined chased cannabis licences, took over by a Florida CBD business in 2018, announced three deals in 2019, then stopped filing.
2014-2017: A mining shell looks for a business
The company began as Pacificorp Holdings, Ltd., incorporated in Nevada in October 2014 to develop and explore mineral properties. It never mined. It registered with the SEC in 2015, filed quarterly reports and little else, and its share count stayed at 8,390,000 through 2016.
In March 2017 it signed a letter of intent to license Affordable Green Washington's marijuana products and marketing model for Washington State, for $2.1 million in stages. A definitive exclusive licence followed in May, and director Wan Soo Lee resigned the same day. The fee was then raised to $2.2 million on 1 June and to $2.3 million by an addendum dated 25 July, with the schedule running to 26 October 2017 and 100,000 restricted shares promised to the licensor on closing. Only about $70,000 was ever paid.
In June the company renamed itself Cannabis Leaf Incorporated through a merger with a shell subsidiary, which needed no shareholder vote, and split its shares six-for-one. In August chief executive Jason Sakowski bought 27 million restricted shares from the former directors and officers for a combined $15,000, with payment deferred to March 2018. In October the company signed a second letter of intent, to take over Green Venture Capital's deal with licensed grower MMS Farms for $500,000. The auditor, TAAD, LLP, was dismissed in December after two going-concern opinions.
2018: The Apotheca takeover
In March 2018 the company agreed to issue 60 million new shares, about 60% of the enlarged company, to the owners of a private Florida business called Apotheca Biosciences. That business took the board, the officers and the name. The deal had in fact closed on 6 March. Year-end shares on issue rose to 114,398,250 after a year-end figure of 50,340,000 in 2017.
In May both Washington deals were abandoned. The Affordable Green licence was settled and cancelled for 2.6 million restricted shares, and the MMS Farms letter of intent was terminated with nothing paid.
The full takeover disclosure was not filed until 30 August, about six months after closing. It showed a company based in St Petersburg, Florida, with no revenue and a going-concern problem. Its cash had come from small related-party loans, and chairman Sam Talari held about 68% of the votes.
In November the company 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 resales under Rule 144. On 14 December the court issued the order, freeing shareholders to sell.
2019: Three announcements, then silence
In June 2019 the company announced three deals within four weeks. On 5 June it said 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. The target was a division of Nuvus Corp, one of the related parties that had lent the company cash. On 21 June came a similar agreement for 51% of Hemp Bloom LLC and its 600 acres in Colorado and Oregon, with projected revenue of $38 million to $182 million by 2020. On 27 June it took an exclusive licence to sell CB Scientific's Test4 cannabis test kits under its ProMED brand, paying a 30-40% royalty on each kit.
None of the first two deals was ever completed or mentioned again. The last annual report was filed in May 2019 and the last filing of any kind, an officer change, was on 9 August 2019. The SEC revoked the company's registration on 1 September 2021. It was not bankrupt and had not been acquired.
Written from the 16 story beats below (2017 to 27 June 2019), which come from the company's own announcements and filings.