10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to__________________________

Commission File Number 000-55906

SKYE LIFE VENTURES LTD.

(Exact name of Registrant as specified in its charter)

Nevada	82-4383947
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

5490 Notre Dame Est, Montreal, Quebec, Canada H1N 2C4

(Address of principal executive offices) (Zip code)

(212) 321-0091

(Registrant's telephone number, including area code)

EPHS HOLDINGS, INC.

7694 Colony Palm Drive

Boynton Beach, Florida 33436

 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 ¨  No  þ

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes þ  No ¨

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     þ	Smaller reporting company  þ
	Emerging growth company  ¨

If an emerging growth company, indicate by checkmark 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 13(a) 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 þ

As of October 31, 2019, the registrant had 74,410,628 shares of common stock outstanding.

SKYE LIFE VENTURES LTD.

INDEX

		Page No.
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	Consolidated Balance Sheets at September 30, 2019 (unaudited) and December 31, 2018	1
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	2
	Statement of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2019 (unaudited)	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 4.	CONTROLS AND PROCEDURES	16
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	MINE SAFETY DISCLOSURES	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	17

PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements. 

EPHS HOLDINGS, INC. 

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	200,736		$	528,246
Sales tax receivable		12,627			4,763
Prepaid expenses and other current assets		18,559			5,404
Total current assets		231,922			538,413
Property and equipment		2,850,016			153,142
Operating lease right-of-use assets, net		100,463			—
Security deposit		14,073			6,335
Total assets	$	3,196,474		$	697,890
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	409,105		$	95,365
Accrued interest		12,712			—
Other payable		7,739			8,612
Loan payable		45,511			—
Lease liability		43,153			—
Due to related party - note payable		98,355			4,136
Total current liabilities		616,575			108,113
Lease liability		57,310			—
Loan payable		177,268			—
Mortgage payable		1,813,300			—
Total liabilities		2,664,453			108,113
Stockholders' equity
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 74,410,628 shares issued and outstanding as of September 30, 2019 and 63,299,592 issued and outstanding as of December 31, 2018		74,411			63,300
Additional paid in capital		4,316,094			1,839,253
Accumulated deficit		(3,818,771	)		(1,269,027	)
Accumulated other comprehensive loss		(39,713	)		(43,749	)
Total stockholders' equity		532,021			589,777
Total liabilities and stockholders' equity	$	3,196,474		$	697,890

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

1

EPHS HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Total revenue	$	—		$	—		$	—		$	—
Cost of revenue		—			—			—			—
Gross profit		—			—			—			—
Operating expenses		367,666			111,977			2,498,089			290,762
Loss from Operations		(367,666	)		(111,977	)		(2,498,089	)		(290,762	)
Other expense
Interest expense		3,296			—			(50,527	)		—
Exchange loss		(4	)		—			(1,128	)		—
Total other expense		3,292			—			(51,655	)		—
Federal income tax expense		—			—			—			—
Net loss	$	(364,374	)	$	(111,977	)	$	(2,549,744	)	$	(290,762	)
Other comprehensive loss		—			—			—			—
Foreign currency translation gain (loss)		(14,133	)		247			4,036			(13,648	)
Total comprehensive loss	$	(378,507	)	$	(111,730	)	$	(2,545,708	)	$	(304,410	)
Weighted average shares - basic and diluted		74,410,628			123,595,306			72,453,809			123,595,306
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.04	)	$	(0.00	)

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

2

EPHS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

										Accumulated
					Additional					Other
	Common Stock				Paid		Accumulated			Comprehensive
	Shares		Amount		in Capital		Deficit			Loss			Total
BALANCES, December 31, 2018		63,299,592	$	63,300	$	1,839,253	$	(1,269,027	)	$	(43,749	)	$	589,777
Issuance of common stock		761,036		761		420,389		—			—			421,150
Acquisition of MVC		8,100,000		8,100		402,702		—			—			410,802
Foreign currency translation		—		—		—		—			(6,082	)		(6,082	)
Net loss		—		—		—		(212,825	)		—			(212,825	)
BALANCES, March 31, 2019		72,160,628		72,161		2,662,344		(1,481,852	)		(49,831	)		1,202,822
Issuance of bonus shares		2,250,000		2,250		1,653,750		—			—			1,656,000
Foreign currency translation		—		—		—		—			24,251			24,251
Net loss		—		—		—		(1,972,545	)		—			(1,972,545	)
BALANCES, June 30, 2019		74,410,628		74,411		4,316,094		(3,454,397	)		(25,580	)		910,528
Repurchase of common stock		—		—		—		—			—			—
Capital contribution		—		—		—		—			—			—
Translation gain (loss)		—		—		—		—			(14,133	)		(14,133	)
Net Income		—		—		—		(364,374	)		—			(364,374	)
BALANCES, September 30, 2019		74,410,628	$	74,411	$	4,316,094	$	(3,818,771	)	$	(39,713	)	$	532,021

													Accumulated
							Additional						Other
	Common Stock						Paid			Accumulated			Comprehensive
	Shares			Amount			in Capital			Deficit			Loss			Total
BALANCES, December 31, 2017		20,000,000		$	20,000		$	(19,920	)	$	(735,552	)	$	(20,915	)	$	(756,387	)
Recap of EPHS Holdings, Inc.		113,600,892			113,601			(120,199	)		—			—			(6,598	)
Debt forgiveness by shareholders		—			—			812,113			—			—			812,113
Foreign currency translation		—			—			—			—			(10,564	)		(10,564	)
Common stock subscription		—			—			219,796			—			—			219,796
Net loss		—			—			—			(98,357	)		—			(98,357	)
BALANCES, March 31, 2018		133,600,892			133,601			891,790			(833,909	)		(31,479	)		160,003
Issuance of common stock for consulting services		25,000			25			(25	)		—			—			—
Common stock subscription		—			—			44,925			—			—			44,925
Foreign currency translation		—			—			—			—			(3,331	)		(3,331	)
Net loss		—			—			—			(80,428	)		—			(80,428	)
BALANCES, June 30, 2018		133,625,892			133,626			936,690			(914,337	)		(34,810	)		121,169
Cancellation of common stock		(75,000,000	)		(75,000	)		75,000			—			—			—
Common stock subscription		—			—			149,665			—			—			149,665
Foreign currency translation		—			—			—			—			247			247
Net loss		—			—			—			(111,977	)		—			(111,977	)
BALANCES, September 30, 2018		58,625,892			58,626			1,161,355			(1,026,314	)		(34,563	)		159,104

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

3

EPHS HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,549,744	)	$	(290,762	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		36,328			39,844
Amortization of right-of-use asset		30,327			—
Accretion of lease liability		9,187			—
Issuance of bonus shares		1,656,000			—
Changes in operating assets and liabilities:
Sales tax receivable		(4,569	)		85
Accounts payable		312,846			33,516
Accrued interest		12,712			—
Other payable		(1,123	)		—
Prepaid expenses		(13,139	)		(6,299	)
Security deposit		(7,523	)		—
CASH USED IN OPERATING ACTIVITIES		(518,698	)		(223,616	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,728,354	)		(136,048	)
Net cash acquired from MVC		410,802			—
CASH USED IN INVESTING ACTIVITIES		(2,317,552	)		(136,048	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party payable		95,566			16,762
Proceeds from third party payable		222,779			—
Proceeds from mortgage		1,813,299			—
Proceeds from common stock subscription		—			414,386
Proceeds from issuance of commons stock		421,150			—
CASH PROVIDED BY FINANCING ACTIVITIES		2,552,794			431,148
Effect of translation changes on cash		(44,054	)		(7,492	)
Change in cash and cash equivalents		(327,510	)		63,992
Cash, beginning of period		528,246			4,195
Cash, end of period	$	200,736		$	68,187
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	18,176		$	—
Cash paid for income taxes	$	—		$	—

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

4

EPHS HOLDINGS, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

EPHS Holdings, Inc. (the "Company") was incorporated in the State of Nevada on January 28, 1999. The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011 the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013 when the Company's name was changed to Sertant, Inc. The Company ceased operations in January 2015.

In February 2017, one of the Company's shareholders sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. In January 2018, the Company's name was changed to EPHS Holdings, Inc.

On November 12, 2019 the Company filed a change of its name from EPHS Holdings Inc to Skye Life Ventures Ltd under  the British Columbia Business Corporations Act. The British Columbia Registrar issued a Certificate of Name change November 12, 2019.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock.

On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Merger.

Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will ‎be dependent on Emerald's senior management, the merger was accounted for as a recapitalization effected by a ‎share exchange, wherein Emerald is considered the acquirer for accounting and financial reporting purposes. On the Merger date, the ‎assets and liabilities of Emerald were brought forward at their book value and consolidated with EPHS Holdings, Inc.'s assets, which comprised of cash and cash equivalents of $58,075 and prepaid expenses and current assets of $5,000 and liabilities which comprises accounts payable of $3,576 (see Note 2 Principles of Consolidation below). No goodwill has been ‎recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated ‎financial statements are those of Emerald and are recorded at the historical cost basis of Emerald.‎

On November 6, 2018, the Company executed a Share Exchange Agreement with Merritt Valley Cannabis Corp. ("MVC") (the "MVC Transaction") and its shareholders (the "MVC Shareholders") whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the "MVC Transaction"). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction.

‎In January 2017, the FASB issued ASU 2017-01, which changes the definition of a business. The new guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business. On the acquisition date, MVC only had petty cash in the amount of $14 and land deposit for land purchase in the amount of $410,788. MVC did not commence any operations at the acquisition date. Based on above, the significant asset of MVC on the acquisition date was the land deposit, which was regarded as a single identifiable asset. Therefore, this acquisition was treated as an asset acquisition under ASC 805-50 instead of a business acquisition.

The Company's fiscal year end is December 31.

5

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with US GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the SEC on April 16, 2019. The results of operations for the three and nine months ended September 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. 

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

Property and Equipment

Property and equipment is initially recorded at cost and stated at cost less accumulated depreciation other than land which is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is five years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.

Foreign Exchange Translation

The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD").

For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows.

6

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit).

Impairment of Long-lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Sales Tax Receivable

The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold as it has no revenues.

Net Loss Per Share, Basic and Diluted

Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of September 30, 2019.

Related Party Transactions

The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition.

7

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Subsequent Event

The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Leasing

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, "Leases (Topic 842)" which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company's consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $130,906) and corresponding lease liabilities of CAD 173,343 (approximately $130,906) as of January 1, 2019 for leases classified as operating leases.

The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases.

Stock-Based Compensation

The Company accounts for stock-based compensation expense under FASB ASC 718, "Compensation-Stock Compensation," which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, "Equity-Based Payments to Non-Employees," which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, accounts payable, mortgage payable, and related party payable approximate their fair values at September 30, 2019 and December 31, 2018, respectively, principally due to the short-term nature of the above listed items.

Recent Accounting Pronouncements

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements.

8

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In spite of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 - PROPERTY AND EQUIPMENT

	September 30,			December 31,
Classification	2019			2018
Furniture	$	190,353		$	170,341
Leasehold improvements		318,395			203,387
Total cost		508,748			373,728
Accumulated depreciation		(263,557	)		(220,586	)
Net cost	$	245,191		$	153,142
Land		2,604,825			—
Total property and equipment		2,850,016			153,142

The Company had Property and Equipment acquisitions of $123,529 for the nine months ended September 30, 2019.

On February 7, 2019, the Company, through its wholly owned subsidiary MVC, completed the purchase of land that is located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. The total consideration was CAD 3,449,268 (approximately $2,604,825). The land is an indefinite long-lived asset that is assessed for impairment on a periodic basis.

NOTE 5 – LOAN PAYABLE

On July 26, 2019, the Company signed a settlement and release agreement with a third party. As of the date of the agreement, the third party has incurred various business expenses for the benefit of the Company with an amount of CAD 75,000 (approximately $56,639). The Company agrees to reimburse the third party in five monthly installments of CAD 15,000 (approximately $11,328) beginning on August 7, 2019. If a monthly payment is missed, interest will accrue on the outstanding amount at 5% per annum and will become payable on January 7, 2020. As of September 30, 2019, the Company has paid two monthly installments timely and CAD 45,000 (approximately $33,983) was outstanding.  

9

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

On September 23, 2019, the Company signed a loan agreement with a third party in the principal amount of CAD 250,000 (approximately $188,796) for working capital purposes. The loan bears interest at 10% per annum over the term from the issuance date through maturity date on September 30, 2021. As of September 30, 2019, the outstanding principal balance of the note was $188,796. The third party subsequently became a director of the Company on October 17, 2019.

NOTE 6 - RELATED PARTY TRANSACTIONS

Amounts due to related parties as of September 30, 2019 and December 31, 2018:

		September 30,		December 31,
		2019		2018
Paolo Gervasi	Shareholder and employee of the Company	$	2,129	$	2,068
Calogero Caruso	Shareholder and employee of the Company		4,395		2,068
Chris Thompson	Shareholder and founder of MVC		26,431		—
Kyle McDiarmid	Shareholder and founder of MVC		18,884		—
Stevan Perry	President of the Company		46,158		—
Other	Shareholder and founder of MVC		358		—
		$	98,355	$	4,136

On February 27, 2018, all loans by Paolo Gervasi and Calogero Caruso were forgiven in exchange for shares of the Company, pursuant to the terms and conditions of the Share Exchange Agreement. Paolo Gervasi and Calogero Caruso further loaned the Company $2,129 and $4,395, respectively, for working capital purposes. These notes payable were unsecured, non-interest bearing and due on demand.

On January 28, 2019, the Company signed a promissory note with Kyle McDiarmid in the principal amount of CAD 25,000 (approximately $18,884) for land purchase. This note bears no interest and matures on May 31, 2019. As of September 30, 2019, the outstanding principal balance of the note was $18,884.

On January 28, 2019, the Company signed a promissory note with Sean Piekaar in the principal amount of CAD 25,000 (approximately $18,884) for land purchase. This note bears no interest and matures on May 31, 2019. The note was paid in full during the nine months ended September 30, 2019.

On January 29, 2019, the Company signed a promissory note with Stevan Perry in the principal amount of CAD 112,000 (approximately $84,432) for land purchase. This note bears annually interest at 7% over the term from the issuance date through maturity date on April 30, 2019. On July 4, 2019, the Company made a payment to the principal of CAD 50,000 (approximately $38,274). As of September 30, 2019, the outstanding principal balance of the note was $46,158, with an accrued interest of $3,348.

On March 6, 2019, the Company signed a promissory note with Chris Thompson in the principal amount of CAD 135,000 (approximately $101,950) for working capital purposes. This note bears interest at 18% per annum over the term from the issuance date through maturity date on September 30, 2019. In September 2019, the Company paid CAD 100,000 (approximately $75,519) to principal. As of September 30, 2019, the outstanding principal balance of the note was $26,431, with an accrued interest of $2,360. Subsequent to September 30, 2019, the outstanding principal and interest were paid in full.

NOTE 7 - MORTGAGE PAYABLE

On January 8, 2019, the Company entered into a mortgage with Redabe Holdings Inc. for CAD 1,675,000 (approximately $1,264,930) for land purchase. The mortgage bears interest at 5% per annum with interest only payments commencing on February 1, 2019 until February 1, 2020. Starting March 1, 2020, the Company is obligated to make monthly payment to Redabe Holdings in the amount of CAD 11,054 (approximately $8,348) until January 1, 2024. The loan matures on February 1, 2024, and any remaining principal and interest at the maturity of the loan are due in full.

10

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Subsequently, the Company further borrowed CAD 700,000 (approximately $528,627) from Redabe Holdings Inc. As of September 30, 2019, the balance on the mortgage payable was $1,813,300 with an accrued interest of $7,004.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases

On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet located in Montreal, Quebec, Canada. The Company renewed the rental agreement on December 1, 2018 with a base gross rent of CAD 8.35 (approximately $6.31) per square foot and security deposit of CAD 8,636 (approximately $6,522). The Company will owe monthly rental payments of CAD 5,836 (approximately $4,391) until the rental agreement terminates on November 30, 2021, which the Company used to establish the Company's ROU assets and lease liabilities.

As the Company's lease does not provide an implicit rate, the Company's incremental borrowing rate based on the information available at lease commencement date was used to determine the present value of lease payments. Components of lease cost are as follows:

	Nine months ended
	September 30, 2019
Operating lease costs*	$	39,515
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	39,515

* Includes right-of-use asset amortization of $30,327.

Weighted-average remaining lease term and discount rate for operating leases are as follows:

	Nine months ended
	September 30, 2019
Weighted-average remaining lease term		2.17
Weighted-average discount rate		12	%

Maturities of lease liabilities by year for leases are as follows:

	Amount
2019*	$	13,222
2020		52,886
2021 and beyond		48,479
Total lease payments		114,587
Less: imputed interest		(14,124	)
Present value of lease liabilities	$	100,463

* Excluding the nine months ended September 30, 2019

11

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows:

Years ending December 31,	Amount
2019	$	54,048
2020		54,048
2021 and thereafter		49,544
Total minimum rentals	$	157,640

Legal Proceedings

The Company is contemplating filing a lawsuit against its two of its shareholders for breach of contract to ‎recover 20,000,000 shares of the Company's common stock that were previously issued and authorized by a predecessor board of directors. The Company is currently in ‎settlement negotiations with said shareholders. The settlement negotiations have not produced a positive outcome and the Company is considering it’s alternatives. While the ultimate result, if any, from the proceeding is presently ‎indeterminable, in the opinion of management, this matter should not have a material adverse effect on the Company's ‎consolidated financial statements. ‎

NOTE 9 - CAPITAL STOCK

On January 15, 2019, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding MVC shares in consideration for issuance of 8,100,000 shares of EPHS common stock, par value $.001 per share.

On February 11, 2019, the Company issued 25,000 shares for cash.

On March 11, 2019, the Company further issued 736,036 shares of common stock for cash.

On June 14, 2019, the Company issued 2,250,000 shares of common stock to the owner of Redabe Holdings Inc. in compensation for advancing the Company CAD 2,375,000 (approximately $1,793,557) in the form of a mortgage to the Company's subsidiary.

As of September 30, 2019, the Company had 74,410,628 shares of common stock outstanding.

NOTE 10 - SUBSEQUENT EVENT

On October 29, 2019, EPHS Holdings, Inc. (the “Company”) completed its corporate continuation process whereby the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia, Canada (the “Continuation”). The Continuation was approved by the Company’s stockholders at the Company’s annual and special meeting on October 17, 2019. The British Columbia Registrar issued a Certificate of Continuation approving the Continuation on October 29, 2019 at 11:25 AM Pacific Time (the “Effective Time”).

As a result of the Continuation, the Company is now governed by its Notice of Articles and Articles under the Business Corporations Act (British Columbia) (the “BCBCA”) rather than its previous Nevada Articles of Incorporation and bylaws.

Material Modifications to Rights of Security Holders is contained in an 8-K filing by the Company and is available on EDGAR.

On November 12, 2019 the Company filed a change of its name from EPHS Holdings Inc to Skye Life Ventures Ltd under  the British Columbia Business Corporations Act. The British Columbia Registrar issued a Certificate of Name change November 12, 2019.

12

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR EPHS HOLDINGS, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" OF THE COMPANY'S REGISTRATION STATEMENT ON FORM 10, AS AMENDED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, THE RISKS ASSOCIATED WITH A SMALLER REPORTING COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS, EXCEPT AS REQUIRED BY LAW.

As used herein, the term "the Company," "we," "us, "and" "our" refer to EPHS Holdings, Inc., a Nevada corporation, unless otherwise noted.

Item 2.  Management's Discussion and Analysis of Financial Conditions and Results of Operations. 

Overview

EPHS Holdings, Inc. was incorporated under the laws of the State of Nevada on January 28, 1999 under the name Quantum Bit Induction Technology, Inc. On November 14, 2011, the Company filed Amended and Restated Articles of Incorporation changing its name to Quantumbit, Inc. On September 26, 2013, the Company filed a Certificate of Amendment changing its name to Sertant, Inc. On January 11, 2018, the Company filed a Certificate of Amendment with the Nevada Secretary of State changing its name to EPHS Holdings, Inc.

The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land-based ores. The Company's property was located in Nevada. The Company also explored developing technology to selectively electroplate precious and rare earth metals from solution or seawater onto collector electrodes. These endeavors were not successful, and the Company has since ceased operations with respect to these endeavors.

With no operations, the Company was placed into receivership on February 15, 2017 (Case No. 2017-10544, as filed in the District Court of Harris County, Texas, 151st Judicial District) and remained in receivership until December 2017. In July 2017, the court appointed Angela Collette as exclusive receiver over the Company. Angela Collette was also appointed as the Company's president. In February 2017, one of the Company's shareholders sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock.

13

The Company sought to effect a merger, exchange of capital stock, asset acquisition or other similar business combination ‎ ‎(a "Business Combination") with an operating or development stage business (the "Target Business") which desired to utilize ‎the Company's status as a reporting corporation under the Exchange Act. In furtherance thereof, the Company signed a ‎Letter of Intent to acquire all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc., ‎a Quebec corporation ("Emerald"). Emerald was a Canada based company engaged in the cultivation of cannabis. On ‎February 27, 2018, pursuant to the terms of a Share Exchange Agreement (the "Emerald Agreement"), we acquired all of the ‎issued and outstanding shares of common stock of Emerald and Emerald became a wholly owned subsidiary of the ‎Company. ‎

Pursuant to the terms and conditions of the Emerald Agreement, executed between the Company and the ‎shareholders of Emerald, we acquired all of the issued and outstanding shares of common stock of Emerald in exchange for ‎the issuance of 20,000,000 restricted shares of the Company's common stock, which at the time, represented approximately ‎14% of the then issued and outstanding common stock of EPHS Holdings. Paolo Gervasi and Calogero Caruso were the sole ‎shareholders of Emerald and received a total of 14,000,000 shares of our common stock. The remaining 6,000,000 shares ‎were issued to consultants, including 1,250,000 shares to our president, Gianfranco "John" Bentivoglio for services rendered ‎as part of the negotiations of the Emerald Agreement. The transaction closed on February 27, 2018. ‎

As a result of the transactions affected by the Share Exchange Agreement, Emerald became a wholly owned subsidiary of EPHS Holdings. Emerald is a development stage company with limited operations and no revenues to date. Emerald's business plan is to cultivate and distribute cannabis entirely within Canada.

On November 6, 2018, the Company executed a Share Exchange Agreement with MVC (the "MVC Transaction") and its shareholders (the "MVC Shareholders") whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the "MVC Transaction"). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction.

On October 29, 2019, EPHS Holdings, Inc. (the “Company”) completed its corporate continuation process whereby the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia, Canada (the “Continuation”). The Continuation was approved by the Company’s stockholders at the Company’s annual and special meeting on October 17, 2019. The British Columbia Registrar issued a Certificate of Continuation approving the Continuation on October 29, 2019 at 11:25 AM Pacific Time (the “Effective Time”).

As a result of the Continuation, the Company is now governed by its Notice of Articles and Articles under the Business Corporations Act (British Columbia) (the “BCBCA”) rather than its previous Nevada Articles of Incorporation and bylaws.

On November 12, 2019 the Company filed a change of its name from EPHS Holdings Inc to Skye Life Ventures Ltd under  the British Columbia Business Corporations Act. The British Columbia Registrar issued a Certificate of Name change November 12, 2019.

Business Strategy

Emerald Plants Health Source (EPHS), Inc., the Company's Canadian subsidiary, is a Health Canada Licensed Producer. EPHS is committed to organic and high-quality craft cannabis production. The Company's core strategy is to combine low cost energy, high yield cultivation methods and premium cannabis strains for scaled cannabis operations. EPHS's cultivation methods are proven through seven years of experience allowing us to compete with other low-cost producers in the market. With our expansion in Merritt through the company's second subsidiary, Merritt Valley Cannabis ("MVC"), the Company now has access to low-cost power, all the services required for a scaled low cost cannabis center, and when developed, will allow EPHS to be one the leading and most efficient cannabis producers in Canada. The Company is currently negotiating to expand its production capacity at its Montreal facility, where currently it has 10,000 square feet of production area and is planning on expanding that facility to 40,000 square feet through leasing additional space in the existing building.

Results of Operations

Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Revenues and Cost of Sales

14

The Company generated no revenues in either the three months ended September 30, 2019 or the three months ended September 30, 2018. As a result, the Company did not generate any cost of sales for the three months ended September 30, 2019 or the three months ended September 30, 2018.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $367,666 and $111,977 for the three months ended September 30, 2019 and 2018, respectively. The increased selling, general and administrative expenses was mainly due to the increase in professional fees.

 Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Revenues and Cost of Sales

The Company generated no revenues in either the nine months ended September 30, 2019 or the nine months ended September 30, 2018. As a result, the Company did not generate any cost of sales for the nine months ended September 30, 2019 or the nine months ended September 30, 2018.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $2,498,089 and $290,762 for the nine months ended September 30, 2019 and 2018, respectively. The increased selling, general and administrative expenses was mainly due to the increase in professional fees relating to the cost of the AGM and the continuation of the Company and the change in its corporate jurisdiction from Nevada to British Columbia Canada.

Liquidity and Capital Resources

We may experience illiquidity and may be dependent on our management and shareholders to provide funds to maintain our activities. However, there is no assurance that our management and shareholders will continue to fund our operations. We have no commitment for either additional debt or equity funding from any source.

Net cash used by operating activities for the nine months ending September 30, 2019 and 2018 was $518,698 and $223,616, respectively.

Net cash used by investing activities for the nine months ending September 30, 2019 and 2018 was $2,317,552 and $136,048, respectively.

Net cash provided by financing activities for the nine months ending September 30, 2019 and 2018 was $2,552,794 and $431,148, respectively.

At September 30, 2019 and 2018, the Company had cash of $200,736 and $68,187, and total assets of $3,196,474 and $209,543. Liabilities totaled $2,664,453 and $50,439 of which $98,355 and $4,368 were due to related parties. 

The accumulated deficit for the Company at September 30, 2019 totaled $(3,818,771) as compared to $(1,026,314) at September 30, 2018.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

15

Summary of Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Significant Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Item 4.  Controls and Procedures. 

As of the end of the period covered by this annual report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, as of the end of the period covered by this annual report, our Chief Executive Officer and our Chief Financial Officer concluded:

(i) that our disclosure controls and procedures 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 SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and

(ii) that our disclosure controls and procedures are effective.

16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings. 

No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 

On January 15, 2019, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding MVC shares in consideration for issuance of 8,100,000 shares of EPHS common stock, par value $.001 per share.

On February 11, 2019, the Company issued 25,000 shares for cash.

On March 11, 2019, the Company further issued 736,036 shares of common stock for cash.

On June 14, 2019, the Company further issued 2,250,000 shares of common stock for cash.

On June 14, 2019, the Company issued 2,250,000 shares of common stock to the owner of Redabe Holdings Inc. in compensation for advancing the Company CAD 2,375,000 (approximately $1,793,557) in the form of a mortgage to the Company's subsidiary.

As of September 30, 2019, the Company had 74,410,628 shares of common stock outstanding.

Item 3.  Defaults Upon Senior Securities. 

None.

Item 4.  Mine Safety Disclosures. 

None.

Item 5.  Other Information. 

None.

Item 6.  Exhibits. 

Exhibits	Description
31.1	Certification of the Company's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Company's Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Company's Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

17

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SKYE LIFE VENTURES LTD.
	Registrant
November 14, 2019	By:	/s/ Gianfranco Bentivoglio
Date		GIANFRANCO BENTIVOGLIO, Chief Executive Officer

18

EX-31

EXHIBIT 31.1

SKYE LIFE VENTURES LTD.

Certification of Chief Executive Officer Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14

I, Gianfranco Bentivoglio, certify that:

1. I have reviewed this report on Form 10-Q for the period ending September 30, 2019 of SKYE LIFE VENTURES LTD.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2019
	/s/ Gianfranco Bentivoglio
	Name: Gianfranco Bentivoglio Title: Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SKYE LIFE VENTURES LTS.

Certification of Chief Financial Officer Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14

I, Stuart R. Ross, certify that:

1. I have reviewed this report on Form 10-Q for the period ending September 30, 2019 of SKYE LIFE VENTURES LTD.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2019
	/s/ Stuart R. Ross
	Name: Stuart R. Ross Title: Chief Financial Officer

EX-32

EXHIBIT 32.1

SKYE LIFE VENTURES LTD.

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,

UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), I, Gianfranco Bentivoglio, the Chief Executive Officer of SKYE LIFE VENTURES LTD. (the “Company”), do hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that, to the best of my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2019

/s/ Gianfranco Bentivoglio

Name: Gianfranco Bentivoglio

Title: Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SKYE LIFE VENTURES LTD.

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,

UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), I, Stuart R. Ross, the Chief Financial Officer of SKYE LIFE VENTURES LTD. (the “Company”), do hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that, to the best of my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2019

/s/ Stuart R. Ross

Name: Stuart R. Ross

Title: Chief Financial Officer

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Commitments And Contingencies (Future Minimum Payments Operating Leases) (Details)	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 54,048
2020	54,048
2021 and thereafter	49,544
Total minimum rentals	$ 157,640

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Organization and Business Description

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Description

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

EPHS Holdings, Inc. (the "Company") was incorporated in the State of Nevada on January 28, 1999. The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011 the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013 when the Company's name was changed to Sertant, Inc. The Company ceased operations in January 2015.

In February 2017, one of the Company's shareholders sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. In January 2018, the Company's name was changed to EPHS Holdings, Inc.

On November 12, 2019 the Company filed a change of its name from EPHS Holdings Inc to Skye Life Ventures Ltd under the British Columbia Business Corporations Act. The British Columbia Registrar issued a Certificate of Name change November 12, 2019.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock.

On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Merger.

Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will ‎be dependent on Emerald's senior management, the merger was accounted for as a recapitalization effected by a ‎share exchange, wherein Emerald is considered the acquirer for accounting and financial reporting purposes. On the Merger date, the ‎assets and liabilities of Emerald were brought forward at their book value and consolidated with EPHS Holdings, Inc.'s assets, which comprised of cash and cash equivalents of $58,075 and prepaid expenses and current assets of $5,000 and liabilities which comprises accounts payable of $3,576 (see Note 2 Principles of Consolidation below). No goodwill has been ‎recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated ‎financial statements are those of Emerald and are recorded at the historical cost basis of Emerald.‎

On November 6, 2018, the Company executed a Share Exchange Agreement with Merritt Valley Cannabis Corp. ("MVC") (the "MVC Transaction") and its shareholders (the "MVC Shareholders") whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the "MVC Transaction"). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction.

‎In January 2017, the FASB issued ASU 2017-01, which changes the definition of a business. The new guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business. On the acquisition date, MVC only had petty cash in the amount of $14 and land deposit for land purchase in the amount of $410,788. MVC did not commence any operations at the acquisition date. Based on above, the significant asset of MVC on the acquisition date was the land deposit, which was regarded as a single identifiable asset. Therefore, this acquisition was treated as an asset acquisition under ASC 805-50 instead of a business acquisition.

The Company's fiscal year end is December 31.

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,400,000,000	2,400,000,000
Common stock, shares issued	74,410,628	63,299,592
Common stock, shares outstanding	74,410,628	63,299,592

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Subsequent Event

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Event

NOTE 10 - SUBSEQUENT EVENT

On October 29, 2019, EPHS Holdings, Inc. (the “Company”) completed its corporate continuation process whereby the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia, Canada (the “Continuation”). The Continuation was approved by the Company’s stockholders at the Company’s annual and special meeting on October 17, 2019. The British Columbia Registrar issued a Certificate of Continuation approving the Continuation on October 29, 2019 at 11:25 AM Pacific Time (the “Effective Time”).

As a result of the Continuation, the Company is now governed by its Notice of Articles and Articles under the Business Corporations Act (British Columbia) (the “BCBCA”) rather than its previous Nevada Articles of Incorporation and bylaws.

Material Modifications to Rights of Security Holders is contained in an 8-K filing by the Company and is available on EDGAR.

On November 12, 2019 the Company filed a change of its name from EPHS Holdings Inc to Skye Life Ventures Ltd under the British Columbia Business Corporations Act. The British Columbia Registrar issued a Certificate of Name change November 12, 2019.

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Related Party Transactions

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 6 - RELATED PARTY TRANSACTIONS

Amounts due to related parties as of September 30, 2019 and December 31, 2018:

		September 30,		December 31,
		2019		2018
Paolo Gervasi	Shareholder and employee of the Company	$	2,129	$	2,068
Calogero Caruso	Shareholder and employee of the Company		4,395		2,068
Chris Thompson	Shareholder and founder of MVC		26,431		—
Kyle McDiarmid	Shareholder and founder of MVC		18,884		—
Stevan Perry	President of the Company		46,158		—
Other	Shareholder and founder of MVC		358		—
		$	98,355	$	4,136

On February 27, 2018, all loans by Paolo Gervasi and Calogero Caruso were forgiven in exchange for shares of the Company, pursuant to the terms and conditions of the Share Exchange Agreement. Paolo Gervasi and Calogero Caruso further loaned the Company $2,129 and $4,395, respectively, for working capital purposes. These notes payable were unsecured, non-interest bearing and due on demand.

On January 28, 2019, the Company signed a promissory note with Kyle McDiarmid in the principal amount of CAD 25,000 (approximately $18,884) for land purchase. This note bears no interest and matures on May 31, 2019. As of September 30, 2019, the outstanding principal balance of the note was $18,884.

On January 28, 2019, the Company signed a promissory note with Sean Piekaar in the principal amount of CAD 25,000 (approximately $18,884) for land purchase. This note bears no interest and matures on May 31, 2019. The note was paid in full during the nine months ended September 30, 2019.

On January 29, 2019, the Company signed a promissory note with Stevan Perry in the principal amount of CAD 112,000 (approximately $84,432) for land purchase. This note bears annually interest at 7% over the term from the issuance date through maturity date on April 30, 2019. On July 4, 2019, the Company made a payment to the principal of CAD 50,000 (approximately $38,274). As of September 30, 2019, the outstanding principal balance of the note was $46,158, with an accrued interest of $3,348.

On March 6, 2019, the Company signed a promissory note with Chris Thompson in the principal amount of CAD 135,000 (approximately $101,950) for working capital purposes. This note bears interest at 18% per annum over the term from the issuance date through maturity date on September 30, 2019. In September 2019, the Company paid CAD 100,000 (approximately $75,519) to principal. As of September 30, 2019, the outstanding principal balance of the note was $26,431, with an accrued interest of $2,360. Subsequent to September 30, 2019, the outstanding principal and interest were paid in full.

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Commitments And Contingencies (Details Narrative)			9 Months Ended
	Dec. 01, 2018 USD ($)	Dec. 01, 2018 CAD ($)	Sep. 30, 2019 shares	Dec. 01, 2015 USD ($)	Dec. 01, 2015 CAD ($)	Oct. 21, 2012 ft²
Office and grow space | ft²						8,387
Security deposit				$ 6,522
Lease expiration date	Nov. 30, 2021	Nov. 30, 2021
Monthly rental payments	$ 4,391
Number shares issued for legal proceedings | shares			20,000,000
CAD [Member]
Security deposit					$ 8,636
Monthly rental payments		$ 5,836

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Property and Equipment (Details Narrative)			9 Months Ended
	Feb. 07, 2019 USD ($)	Feb. 07, 2019 CAD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Property and equipment acquisitions			$ 2,728,354	$ 136,048
Land [Member]
Property and equipment acquisitions	$ 2,604,825
Property And Equipment [Member]
Property and equipment acquisitions			$ 123,529
CAD [Member] | Land [Member]
Property and equipment acquisitions		$ 3,449,268

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Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Cost

Components of lease cost are as follows:

	Nine months ended
	September 30, 2019
Operating lease costs*	$	39,515
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	39,515

* Includes right-of-use asset amortization of $30,327.

Schedule fo Weighted Average Remaining Lease Term

Weighted-average remaining lease term and discount rate for operating leases are as follows:

	Nine months ended
	September 30, 2019
Weighted-average remaining lease term		2.17
Weighted-average discount rate		12	%

Schedule Maturities Lease Liabilities

Maturities of lease liabilities by year for leases are as follows:

	Amount
2019*	$	13,222
2020		52,886
2021 and beyond		48,479
Total lease payments		114,587
Less: imputed interest		(14,124	)
Present value of lease liabilities	$	100,463

* Excluding the nine months ended September 30, 2019

Schedule of Future Minimum Payments Operating Leases

As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows:

Years ending December 31,	Amount
2019	$	54,048
2020		54,048
2021 and thereafter		49,544
Total minimum rentals	$	157,640

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Loan payable (Details Narrative)			9 Months Ended
	Jul. 26, 2019 USD ($)	Jul. 26, 2019 CAD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CAD ($)	Sep. 23, 2019 USD ($)
Settlement and Release Agreement [Member]
Third party business expenses	$ 56,639
Periodic payment	$ 11,328
Interest rate	5.00%	5.00%
Maturity date	Jan. 07, 2020	Jan. 07, 2020
Outstanding			$ 33,983
Settlement and Release Agreement [Member] | CAD [Member]
Third party business expenses		$ 75,000
Periodic payment		$ 15,000
Outstanding				$ 45,000
Loan Agreement [Member]
Debt amount					$ 188,796
Interest rate					10.00%
Maturity date			Sep. 30, 2021
Outstanding			$ 188,796
Loan Agreement [Member] | CAD [Member]
Debt amount					$ 250,000

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Organization and Business Description (Details Narrative) - USD ($)						1 Months Ended		3 Months Ended
	Mar. 11, 2019	Feb. 11, 2019	Jan. 15, 2019	Nov. 06, 2018	Feb. 27, 2018	Dec. 28, 2017	Sep. 30, 2017	Mar. 31, 2019
Shares issued to resolve legal claim, shares							4,750,000
Shares issued in acquisition, value								$ 410,802
Shares issued in acquisition, shares			8,100,000
Shares issued, value								$ 421,150
Shares issued, shares	736,036	25,000
Merritt Valley Cannabis Company [Member] | Share Exchange Agreement [Member]
Shares to be issued, acquisitions				8,100,000
Stock price per share				$ 0.001
Emerald Plants Health Source, Inc. [Member]
Shares issued in acquisition, shares					20,000,000
EPHS, Inc. [Member]
Percentage of ownership						62.00%
Shares issued, value						$ 110,000
Shares issued, shares						75,000,000

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Commitments And Contingencies (Lease Cost) (Details) - USD ($)		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	[1]	$ 39,515
Cash paid for amounts included in the measurement of lease liabilities		39,515
Amortization of right-of-use asset		$ 30,327
Weighted-average remaining lease term		2 years 2 months 1 day
Weighted-average discount rate		12.00%

[1] Includes right-of-use asset amortization of $30,327.

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,549,744)	$ (290,762)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	36,328	39,844
Amortization of right-of-use asset	30,327
Accretion of lease liability	9,187
Issuance of bonus shares	1,656,000
Changes in operating assets and liabilities:
Sales tax receivable	(4,569)	85
Accounts payable	312,846	33,516
Accrued interest	12,712
Other payable	(1,123)
Prepaid expenses	(13,139)	(6,299)
Security deposit	(7,523)
CASH USED IN OPERATING ACTIVITIES	(518,698)	(223,616)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(2,728,354)	(136,048)
Net cash acquired from MVC	410,802
CASH USED IN INVESTING ACTIVITIES	(2,317,552)	(136,048)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party payable	95,566	16,762
Proceeds from third party payable	222,779
Proceeds from mortgage	1,813,299
Proceeds from common stock subscription		414,386
Proceeds from issuance of commons stock	421,150
CASH PROVIDED BY FINANCING ACTIVITIES	2,552,794	431,148
Effect of translation changes on cash	(44,054)	(7,492)
Change in cash and cash equivalents	(327,510)	63,992
Cash, beginning of period	528,246	4,195
Cash, end of period	200,736	68,187
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	18,176
Cash paid for income taxes

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Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 200,736	$ 528,246
Sales tax receivable	12,627	4,763
Prepaid expenses and other current assets	18,559	5,404
Total current assets	231,922	538,413
Property and equipment	2,850,016	153,142
Operating lease right-of-use assets, net	100,463
Security deposit	14,073	6,335
Total assets	3,196,474	697,890
Current liabilities
Accounts payable	409,105	95,365
Accrued interest	12,712
Other payable	7,739	8,612
Loan payable	45,511
Lease liability	43,153
Due to related party - note payable	98,355	4,136
Total current liabilities	616,575	108,113
Lease liability	57,310
Loan payable	177,268
Mortgage payable	1,813,300
Total liabilities	2,664,453	108,113
Stockholders' equity
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 74,410,628 shares issued and outstanding as of September 30, 2019 and 63,299,592 issued and outstanding as of December 31, 2018	74,411	63,300
Additional paid in capital	4,316,094	1,839,253
Accumulated deficit	(3,818,771)	(1,269,027)
Accumulated other comprehensive loss	(39,713)	(43,749)
Total stockholders' equity	532,021	589,777
Total liabilities and stockholders' equity	$ 3,196,474	$ 697,890

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Commitments And Contingencies (Maturities Lease Liabilities) (Details)	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 13,222	[1]
2020	52,886
2021 and beyond	48,479
Total lease payments	114,587
Less: imputed interest	(14,124)
Present value of lease liabilities	$ 100,463

[1] Excluding the nine months ended September 30, 2019

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements

Interim Financial Statements

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the SEC on April 16, 2019. The results of operations for the three and nine months ended September 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. 

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

Property and Equipment

Property and Equipment

Property and equipment is initially recorded at cost and stated at cost less accumulated depreciation other than land which is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is five years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.

Foreign Exchange Translation

Foreign Exchange Translation

The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD").

For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit).

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Sales Tax Receivable

Sales Tax Receivable

The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold as it has no revenues.

Net Loss Per Share, Basic and Diluted

Net Loss Per Share, Basic and Diluted

Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of September 30, 2019.

Related Party Transactions

Related Party Transactions

The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition.

Subsequent Event

Subsequent Event

The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Leasing

Leasing

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, "Leases (Topic 842)" which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company's consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $130,906) and corresponding lease liabilities of CAD 173,343 (approximately $130,906) as of January 1, 2019 for leases classified as operating leases.

The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation expense under FASB ASC 718, "Compensation-Stock Compensation," which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, "Equity-Based Payments to Non-Employees," which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, accounts payable, mortgage payable, and related party payable approximate their fair values at September 30, 2019 and December 31, 2018, respectively, principally due to the short-term nature of the above listed items.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements.

In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

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Mortgage Payable

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Mortgage Payable

NOTE 7 - MORTGAGE PAYABLE

On January 8, 2019, the Company entered into a mortgage with Redabe Holdings Inc. for CAD 1,675,000 (approximately $1,264,930) for land purchase. The mortgage bears interest at 5% per annum with interest only payments commencing on February 1, 2019 until February 1, 2020. Starting March 1, 2020, the Company is obligated to make monthly payment to Redabe Holdings in the amount of CAD 11,054 (approximately $8,348) until January 1, 2024. The loan matures on February 1, 2024, and any remaining principal and interest at the maturity of the loan are due in full.

Subsequently, the Company further borrowed CAD 700,000 (approximately $528,627) from Redabe Holdings Inc. As of September 30, 2019, the balance on the mortgage payable was $1,813,300 with an accrued interest of $7,004.

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Mortgage Payable (Details Narrative)	9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CAD ($)	Nov. 14, 2019 USD ($)	Nov. 14, 2019 CAD ($)	Sep. 30, 2019 CAD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Mortgage payable	$ 1,813,300
Accrued interest	12,712
Mortgage Payable [Member]
Debt Instrument [Line Items]
Debt amount	$ 1,264,930
Interest rate	5.00%				5.00%
Maturity date	Feb. 01, 2024	Feb. 01, 2024
Periodic payment	$ 8,348
Mortgage Payable [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt amount			$ 528,627
Mortgage payable			1,813,300
Accrued interest			$ 7,004
Mortgage Payable [Member] | CAD [Member]
Debt Instrument [Line Items]
Debt amount					$ 1,675,000
Periodic payment		$ 11,054
Mortgage Payable [Member] | CAD [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt amount				$ 700,000

XML

Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property and equipment, gross	$ 508,748	$ 373,728
Accumulated depreciation	(263,557)	(220,586)
Net cost	245,191	153,142
Land	2,604,825
Property and equipment, net	2,850,016	153,142
Furniture [Member]
Property and equipment, gross	190,353	170,341
Leasehold Improvements [Member]
Property and equipment, gross	$ 318,395	$ 203,387

XML

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Schedule of Related Party Transaction

Amounts due to related parties as of September 30, 2019 and December 31, 2018:

		September 30,		December 31,
		2019		2018
Paolo Gervasi	Shareholder and employee of the Company	$	2,129	$	2,068
Calogero Caruso	Shareholder and employee of the Company		4,395		2,068
Chris Thompson	Shareholder and founder of MVC		26,431		—
Kyle McDiarmid	Shareholder and founder of MVC		18,884		—
Stevan Perry	President of the Company		46,158		—
Other	Shareholder and founder of MVC		358		—
		$	98,355	$	4,136

XML

Capital Stock

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Capital Stock

NOTE 9 - CAPITAL STOCK

On January 15, 2019, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding MVC shares in consideration for issuance of 8,100,000 shares of EPHS common stock, par value $.001 per share.

On February 11, 2019, the Company issued 25,000 shares for cash.

On March 11, 2019, the Company further issued 736,036 shares of common stock for cash.

On June 14, 2019, the Company issued 2,250,000 shares of common stock to the owner of Redabe Holdings Inc. in compensation for advancing the Company CAD 2,375,000 (approximately $1,793,557) in the form of a mortgage to the Company's subsidiary.

As of September 30, 2019, the Company had 74,410,628 shares of common stock outstanding.

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Loan payable

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Loan payable

NOTE 5 – LOAN PAYABLE

On July 26, 2019, the Company signed a settlement and release agreement with a third party. As of the date of the agreement, the third party has incurred various business expenses for the benefit of the Company with an amount of CAD 75,000 (approximately $56,639). The Company agrees to reimburse the third party in five monthly installments of CAD 15,000 (approximately $11,328) beginning on August 7, 2019. If a monthly payment is missed, interest will accrue on the outstanding amount at 5% per annum and will become payable on January 7, 2020. As of September 30, 2019, the Company has paid two monthly installments timely and CAD 45,000 (approximately $33,983) was outstanding.  

On September 23, 2019, the Company signed a loan agreement with a third party in the principal amount of CAD 250,000 (approximately $188,796) for working capital purposes. The loan bears interest at 10% per annum over the term from the issuance date through maturity date on September 30, 2021. As of September 30, 2019, the outstanding principal balance of the note was $188,796. The third party subsequently became a director of the Company on October 17, 2019.

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Total revenue
Cost of revenue
Gross profit
Operating expenses	367,666	111,977	2,498,089	290,762
Loss from Operations	(367,666)	(111,977)	(2,498,089)	(290,762)
Other expense
Interest expense	3,296		(50,527)
Exchange loss	(4)		(1,128)
Total other expense	3,292		(51,655)
Federal income tax expense
Net loss	(364,374)	(111,977)	(2,549,744)	(290,762)
Other comprehensive loss
Foreign currency translation gain (loss)	(14,133)	247	4,036	(13,648)
Total comprehensive loss	$ (378,507)	$ (111,730)	$ (2,545,708)	$ (304,410)
Weighted average shares - basic and diluted	74,410,628	123,595,306	72,453,809	123,595,306
Loss per share - basic and diluted	$ 0.00	$ 0.00	$ (0.04)	$ (0.00)

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with US GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the SEC on April 16, 2019. The results of operations for the three and nine months ended September 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. 

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

Property and Equipment

Property and equipment is initially recorded at cost and stated at cost less accumulated depreciation other than land which is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is five years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.

Foreign Exchange Translation

The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD").

For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit).

Impairment of Long-lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Sales Tax Receivable

The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold as it has no revenues.

Net Loss Per Share, Basic and Diluted

Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of September 30, 2019.

Related Party Transactions

The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition.

Subsequent Event

The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Leasing

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, "Leases (Topic 842)" which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company's consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $130,906) and corresponding lease liabilities of CAD 173,343 (approximately $130,906) as of January 1, 2019 for leases classified as operating leases.

The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases.

Stock-Based Compensation

The Company accounts for stock-based compensation expense under FASB ASC 718, "Compensation-Stock Compensation," which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, "Equity-Based Payments to Non-Employees," which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, accounts payable, mortgage payable, and related party payable approximate their fair values at September 30, 2019 and December 31, 2018, respectively, principally due to the short-term nature of the above listed items.

Recent Accounting Pronouncements

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements.

In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

XML

Capital Stock (Details Narrative)	Mar. 11, 2019 shares	Feb. 11, 2019 shares	Jan. 15, 2019 $ / shares shares	Jan. 14, 2019 USD ($) shares	Jan. 14, 2019 CAD ($) shares	Sep. 30, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares
Shares issued in acquisition			8,100,000
Common stock, par value | $ / shares			$ .001			$ 0.001	$ 0.001
Stcok issued	736,036	25,000
Common stock, shares outstanding						74,410,628	63,299,592
Issuance of bonus shares for advancing mortgage to subsidiary				2,250,000	2,250,000
Amounts advanced for stock issued | $				$ 1,793,557
CAD [Member]
Amounts advanced for stock issued | $					$ 2,375,000

XML

Commitments And Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases

On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet located in Montreal, Quebec, Canada. The Company renewed the rental agreement on December 1, 2018 with a base gross rent of CAD 8.35 (approximately $6.31) per square foot and security deposit of CAD 8,636 (approximately $6,522). The Company will owe monthly rental payments of CAD 5,836 (approximately $4,391) until the rental agreement terminates on November 30, 2021, which the Company used to establish the Company's ROU assets and lease liabilities.

As the Company's lease does not provide an implicit rate, the Company's incremental borrowing rate based on the information available at lease commencement date was used to determine the present value of lease payments. Components of lease cost are as follows:

	Nine months ended
	September 30, 2019
Operating lease costs*	$	39,515
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	39,515

* Includes right-of-use asset amortization of $30,327.

Weighted-average remaining lease term and discount rate for operating leases are as follows:

	Nine months ended
	September 30, 2019
Weighted-average remaining lease term		2.17
Weighted-average discount rate		12	%

Maturities of lease liabilities by year for leases are as follows:

	Amount
2019*	$	13,222
2020		52,886
2021 and beyond		48,479
Total lease payments		114,587
Less: imputed interest		(14,124	)
Present value of lease liabilities	$	100,463

* Excluding the nine months ended September 30, 2019

As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows:

Years ending December 31,	Amount
2019	$	54,048
2020		54,048
2021 and thereafter		49,544
Total minimum rentals	$	157,640

Legal Proceedings

The Company is contemplating filing a lawsuit against its two of its shareholders for breach of contract to ‎recover 20,000,000 shares of the Company's common stock that were previously issued and authorized by a predecessor board of directors. The Company is currently in ‎settlement negotiations with said shareholders. The settlement negotiations have not produced a positive outcome and the Company is considering it’s alternatives. While the ultimate result, if any, from the proceeding is presently ‎indeterminable, in the opinion of management, this matter should not have a material adverse effect on the Company's ‎consolidated financial statements. ‎

XML

Property and Equipment

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4 - PROPERTY AND EQUIPMENT

	September 30,			December 31,
Classification	2019			2018
Furniture	$	190,353		$	170,341
Leasehold improvements		318,395			203,387
Total cost		508,748			373,728
Accumulated depreciation		(263,557	)		(220,586	)
Net cost	$	245,191		$	153,142
Land		2,604,825			—
Total property and equipment		2,850,016			153,142

The Company had Property and Equipment acquisitions of $123,529 for the nine months ended September 30, 2019.

On February 7, 2019, the Company, through its wholly owned subsidiary MVC, completed the purchase of land that is located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. The total consideration was CAD 3,449,268 (approximately $2,604,825). The land is an indefinite long-lived asset that is assessed for impairment on a periodic basis.

XML

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

	September 30,			December 31,
Classification	2019			2018
Furniture	$	190,353		$	170,341
Leasehold improvements		318,395			203,387
Total cost		508,748			373,728
Accumulated depreciation		(263,557	)		(220,586	)
Net cost	$	245,191		$	153,142
Land		2,604,825			—
Total property and equipment		2,850,016			153,142

XML

Going Concern

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In spite of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

XML

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balances at beginning at Dec. 31, 2017	$ 20,000	$ (19,920)	$ (735,552)	$ (20,915)	$ (756,387)
Balances at beginning (in shares) at Dec. 31, 2017	20,000,000
Recap of EPHS Holdings, Inc.	$ 113,601	(120,199)			(6,598)
Recap of EPHS Holdings, Inc. Shares	113,600,892
Debt forgiveness by shareholders		812,113			812,113
Common stock subscription		219,796			219,796
Foreign currency translation				(10,564)	(10,564)
Net loss			(98,357)		(98,357)
Balances at ending at Mar. 31, 2018	$ 133,601	891,790	(833,909)	(31,479)	160,003
Balances at ending (in shares) at Mar. 31, 2018	133,600,892
Balances at beginning at Dec. 31, 2017	$ 20,000	(19,920)	(735,552)	(20,915)	(756,387)
Balances at beginning (in shares) at Dec. 31, 2017	20,000,000
Foreign currency translation					(13,648)
Net loss					(290,762)
Balances at ending at Sep. 30, 2018	$ 58,626	1,161,355	(1,026,314)	(34,563)	159,104
Balances at ending (in shares) at Sep. 30, 2018	58,625,892
Balances at beginning at Mar. 31, 2018	$ 133,601	891,790	(833,909)	(31,479)	160,003
Balances at beginning (in shares) at Mar. 31, 2018	133,600,892
Issuance of common stock for consulting services	$ 25	(25)
Issuance of common stock for consulting services Shares	25,000
Common stock subscription		44,925			44,925
Foreign currency translation				(3,331)	(3,331)
Net loss			(80,428)		(80,428)
Balances at ending at Jun. 30, 2018	$ 133,626	936,690	(914,337)	(34,810)	121,169
Balances at ending (in shares) at Jun. 30, 2018	133,625,892
Cancellation of common stock	$ (75,000)	75,000
Cancellation of common stock Shares	(75,000,000)
Common stock subscription		149,665			149,665
Foreign currency translation				247	247
Net loss			(111,977)		(111,977)
Balances at ending at Sep. 30, 2018	$ 58,626	1,161,355	(1,026,314)	(34,563)	159,104
Balances at ending (in shares) at Sep. 30, 2018	58,625,892
Balances at beginning at Dec. 31, 2018	$ 63,300	1,839,253	(1,269,027)	(43,749)	589,777
Balances at beginning (in shares) at Dec. 31, 2018	63,299,592
Issuance of common stock	$ 761	761	420,389		421,150
Issuance of common stock Shares	761,036
Acquisition of MVC	$ 8,100	402,702			410,802
Acquisition of MVC Shares	8,100,000
Foreign currency translation				(6,082)	(6,082)
Net loss			(212,825)		(212,825)
Balances at ending at Mar. 31, 2019	$ 72,161	2,662,344	(1,481,852)	(49,831)	1,202,822
Balances at ending (in shares) at Mar. 31, 2019	72,160,628
Balances at beginning at Dec. 31, 2018	$ 63,300	1,839,253	(1,269,027)	(43,749)	589,777
Balances at beginning (in shares) at Dec. 31, 2018	63,299,592
Foreign currency translation					4,036
Net loss					(2,549,744)
Balances at ending at Sep. 30, 2019	$ 74,411	4,316,094	(3,818,771)	(39,713)	532,021
Balances at ending (in shares) at Sep. 30, 2019	74,410,628
Balances at beginning at Mar. 31, 2019	$ 72,161	2,662,344	(1,481,852)	(49,831)	1,202,822
Balances at beginning (in shares) at Mar. 31, 2019	72,160,628
Issuance of bonus shares	$ 2,250	1,653,750			1,656,000
Issuance of bonus shares Shares	2,250,000
Foreign currency translation				24,251	24,251
Net loss			(1,972,545)		(1,972,545)
Balances at ending at Jun. 30, 2019	$ 74,411	4,316,094	(3,454,397)	(25,580)	910,528
Balances at ending (in shares) at Jun. 30, 2019	74,410,628
Repurchase of common stock
Repurchase of common stock Shares
Capital contribution
Foreign currency translation				(14,133)	(14,133)
Net loss			(364,374)		(364,374)
Balances at ending at Sep. 30, 2019	$ 74,411	$ 4,316,094	$ (3,818,771)	$ (39,713)	$ 532,021
Balances at ending (in shares) at Sep. 30, 2019	74,410,628

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Oct. 31, 2019
Document And Entity Information
Entity Registrant Name	SKYE LIFE VENTURES LTD.
Entity Central Index Key	0001731911
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Incorporation State Country Name	NV
Entity File Number	000-55906
Entity Common Stock, Shares Outstanding		74,410,628

XML

Related Party Transactions (Details)			1 Months Ended
	Jul. 04, 2019 USD ($)	Jul. 04, 2019 CAD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CAD ($)	Nov. 14, 2019 USD ($)	Mar. 06, 2019 USD ($)	Mar. 06, 2019 CAD ($)	Jan. 29, 2019 USD ($)	Jan. 29, 2019 CAD ($)	Jan. 28, 2019 USD ($)	Jan. 28, 2019 CAD ($)	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Amounts due to related parties			$ 98,355									$ 4,136
Due to related party - note payable			98,355									4,136
Accrued interest			12,712
Paolo Gervasi [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			2,129									2,068
Paolo Gervasi [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount												2,129
Calogero Caruso [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			4,395									2,068
Calogero Caruso [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount												4,395
Chris Thompson [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			26,431
Chris Thompson [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount						$ 101,950
Due to related party - note payable			26,431
Interest rate						18.00%	18.00%
Accrued interest			2,360
Repayment of related party payable			75,519
Chris Thompson [Member] | Note Payable [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Due to related party - note payable					$ 0
Chris Thompson [Member] | Note Payable [Member] | CAD [Member]
Related Party Transaction [Line Items]
Debt amount							$ 135,000
Repayment of related party payable				$ 100,000
Kyle McDiarmid [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			18,884
Kyle McDiarmid [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount										$ 18,884
Due to related party - note payable			18,884
Kyle McDiarmid [Member] | Note Payable [Member] | CAD [Member]
Related Party Transaction [Line Items]
Debt amount											$ 25,000
Stevan Perry [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			46,158
Stevan Perry [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount								$ 84,432
Due to related party - note payable			46,158
Interest rate								7.00%	7.00%
Accrued interest			3,348
Repayment of related party payable	$ 38,274
Stevan Perry [Member] | Note Payable [Member] | CAD [Member]
Related Party Transaction [Line Items]
Debt amount									$ 112,000
Repayment of related party payable		$ 50,000
Other [Member]
Related Party Transaction [Line Items]
Amounts due to related parties			358
Sean Piekaar [Member] | Note Payable [Member]
Related Party Transaction [Line Items]
Debt amount										$ 18,884
Due to related party - note payable			$ 0
Sean Piekaar [Member] | Note Payable [Member] | CAD [Member]
Related Party Transaction [Line Items]
Debt amount											$ 25,000

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Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CAD ($)
Property and equipment estimated useful lives	5 years	5 years
Recognition of right-of-use asset	$ 130,906
Recognition of lease liability	$ 130,906
CAD [Member]
Recognition of right-of-use asset		$ 173,343
Recognition of lease liability		$ 173,343