Notes
to the Consolidated Financial Statements
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1.
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Nature of Operations and Continuance of Business
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The company was incorporated in the State of Nevada on April
21, 2009 under the name Mokita Exploration, Ltd. (the “Company”). On February 27, 2014, there was a change of control
of the Company. On February 28, 2014, the board of directors and a majority of holders of the Company’s voting securities
approved a change of name of the Company to MediJane Holdings Inc. A Certificate of Amendment to effect the change of name was
filed and became effective with the Nevada Secretary of State on March 4, 2014. A Certificate of Correction was subsequently
filed with the Nevada Secretary of State on March 6, 2014 to correct a spelling error in the Company’s new name. These amendments
have been reviewed by FINRA and were approved for filing with an effective date of March 12, 2014. The name change became effective
with the Over-the-Counter Bulletin Board at the opening of trading on March 12, 2014 under our new ticker symbol “MJMD”.
On March 8, 2017 the Company filed an Amendment to its Articles
of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company
changed its name with the State of Nevada from Medijane Holdings, Inc. to Stem Bioscience, Inc.
In May 2018 the Company again changed its name to Phoenix Life
Sciences International Limited. A Certificate of Amendment to effect the change of name was filed and became effective with the
Nevada Secretary of State on May 31, 2018. The name change was accepted by FINRA and became effective with the Over-the- Counter
Bulletin Board on November 2, 2018 with the trading symbol “PLSI”.
On February 27, 2014, after the change of control, the Company
became a sales and distribution company focused on cannabinoid infused products for the treatment of medical conditions.
On January 5, 2015, the Company underwent a change in control
following the issuance of 276,000,000 common shares to Phoenix Bio Pharmaceuticals Corporation pursuant to a license agreement.
On November 4, 2015, these shares were exchanged for 2,000,000 Series B Preferred Shares.
The business was then changed to only focus on Cannabidiol (CBD)
products. CBD is a non-psychotropic cannabinoid that is not restricted as part of the U.S. Controlled Substances Act (CSA), as
defined under the 2014 U.S Farming Bill to be derivatives of the Industrial Hemp plant that contains less than 0.3% tetrahydrocannabinol
(THC). The company may contract out the manufacturing of the products..
On October 10, 2018, the Company announced it had received approval
from the Vanuatu Investment Promotion Authority (VIPA) to establish operations in the Republic of Vanuatu and manufacture botanical
pharmaceutical products.
Going Concern
These financial statements have been prepared on a going concern
basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of
business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources
to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial
support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity
financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
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2.
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Summary of Significant Accounting Policies
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Basis of Presentation -
The financial statements of the
Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”)
and are expressed in U.S. dollars. The Company’s fiscal year end is February 28 or 29.
Basis of Consolidation
– The consolidated financial
statements of the accounts of Phoenix Life Sciences International Limited. All significant intercompany balances and transactions
have been eliminated in consolidation.
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 amounts
of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the
deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience
and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations
will be affected.
Other items subject to estimates and assumptions include the
carrying amount of valuation of derivatives instruments and accrued liabilities, among others. Although management believes these
estimates are reasonable, actual results could differ from these estimates.
Cash and cash equivalents -
The Company considers all
highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At February 29,
2016 and February 28, 2015, the Company did not hold any cash equivalents.
Accounts receivable
- Accounts receivable consists of
trade accounts arising in the normal course of business. No interest is charged on past due accounts. Accounts receivable are carried
at the original invoice amount less a reserve for doubtful receivables based on a review of all outstanding amounts on a monthly
basis.
Basic and Diluted Net Loss per Share -
The Company computes
net loss per share in accordance with ASC 260,
Earnings per Share
. ASC 260 requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti-dilutive. At February 29, 2016 the Company had no outstanding stock
options. At February 28, 2016 and 2015, the Company had did not have potentially dilutive shares outstanding.
Financial Instruments -
Pursuant to ASC 820,
Fair
Value Measurements and Disclosures
, an entity is required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs
into three levels that may be used to measure fair value:
Level 1 -
Level 1 applies to assets
or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 -
Level 2 applies to assets
or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable
or can be derived principally from, or corroborated by, observable market data.
Level 3 -
Level 3 applies to assets
or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of
the fair value of the assets or liabilities.
The Company’s financial instruments consist principally
of cash, accounts receivable, accounts payable and accrued liabilities, amounts due to related parties, and convertible debenture.
Pursuant to ASC 820, the fair value of the financial instruments is determined based on “Level 1” inputs, which consist
of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments
approximate their current fair values because of their nature and respective maturity dates or durations.
Derivative Financial Instruments -
The Company does not
use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.
The Company reviews the terms of the common stock, warrants
and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options,
which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the
host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be
bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
Bifurcated embedded derivatives are initially recorded at fair
value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense.
The Company uses a Black-Scholes model for valuation of the derivative. When the equity or convertible debt instruments contain
embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first
allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to
the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.
The discount from the face value of the convertible debt, together
with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense,
using the effective interest method.
Derivative instrument liabilities are classified in the balance
sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the
12 months of the balance sheet date.
Comprehensive Loss -
ASC 220,
Comprehensive Income
,
establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at
February 29, 2016 and February 28, 2015, the Company has no items that represent a comprehensive loss and, therefore, has not included
a schedule of comprehensive loss in the financial statements.
Stock-based Compensation - -
The Company records stock-based
compensation in accordance with ASC 718,
Compensation – Stock Based Compensation
and ASC 505-50 -
Equity-Based
Payments to Non-Employees
. All transactions in which goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument
issued, whichever is more reliably measurable.
The fair value of each share based
payment is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined
at the beginning of each year and utilized in all calculations for that year:
Risk-Free Interest
Rate.
We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected
term of our awards.
Expected Volatility.
We
calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market
information to estimate the volatility of our own stock.
Dividend Yield.
We
have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable
future and therefore used a dividend yield of zero.
Expected Term.
The
expected term of options granted represents the period of time that options are expected to be outstanding. We estimated
the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual
term of the warrant.
Forfeitures.
Estimates of option
forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on
the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures
will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation
expense to be recognized in future periods.
Revenue Recognition
–
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of
an arrangement exists and delivery has occurred, provided the sale is fixed or determinable and collection is probable. The Company
assesses whether the sale is fixed and determinable based on the payment terms associated with the transaction. If a sale is based
upon a variable such as acceptance by the customer, the Company accounts for the sale as not being fixed and determinable. In these
cases, the Company defers revenue and recognizes it when it becomes due and payable.
The Company assesses
the probability of collection based on a number of factors, including past transaction history with the customer and the current
financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred
until the time collection becomes reasonably assured. Significant management judgment and estimates must be made and used in connection
with the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for
any period if our management made different judgments or utilized different estimates.
Shipping and Handling costs
—
shipping and handling costs are included in cost of sales in the Statements of Operations.
Recent Accounting Pronouncements -
The recent accounting
pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations
Reclassifications -
Certain amounts in the prior period
financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect
on previously reported losses, total assets or stockholders equity.
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3.
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Variable Interest Entity
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The Company follows
the guidelines in FASB Codification of ASC 810
“
Consolidation”
which indicates “a legal entity that
is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest
Entity (“VIE”)” unless any one of four conditions exist:
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The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;
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The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;
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The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or
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The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.
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A VIE is an
entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial
support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by
its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the
entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could
potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive
benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified
any VIEs as of February 29, 2016.
Effective September 1, 2014, the Company changed its method
of computing amortization from a sales percentage method to the straight-line method for the intangible assets. An assessment of
useful life and / or discounted cash flow of the intangible asset is made and where the value is overstated the value is impaired.
The deferred tax assets or liabilities represent the future
tax benefits or cost of those differences. The Company’s principal deferred tax items arise from net operating losses. Net
operating losses approximate $18,800,000 which expire in the years 2030 through 2036. The net operating loss results in a deferred
tax asset of $2,820,000. As future earnings are uncertain, the Company has provided a valuation allowance for the entire amount
of the deferred tax asset.
The Company is required to evaluate the tax positions taken
in the course of preparing its tax returns to determine whether tax positions are “more likely than not” of being sustained
by the applicable tax authority “More likely than not” is defined as greater than a 50% chance. The Company is delinquent
on nearly all of its tax filings. As a result, there are presently no uncertain tax position and no reserves for uncertain tax
positions.
The Company has no unrecognized tax benefits at February 29,
2016 and February 28, 2015. The Company’s income tax returns are subject to examination by federal and state tax authorities.
Due to the failure to file its tax returns, all prior tax years are open to examination. The Company recognizes interest and penalties
associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with
the related tax liability in the balance sheet. There were no interest and penalties paid or accrued during the years ended February
29, 2016 and February 28, 2015.
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6.
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License Agreement - Phoenix Bio Pharmaceuticals, Inc.
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On March 14, 2014, the Company entered into a License Agreement
with Phoenix Bio Pharmaceuticals Corporation (“Phoenix Bio Pharm”) where Phoenix Bio Pharm has granted exclusive rights
to the Company for North America to exploit all presently owned and after-acquired intellectual property rights and know-how of
Phoenix Bio Pharm for certain medical cannabinoid products and delivery systems for the treatment and management of illnesses.
The term of the License Agreement is Ten (10) years. In consideration of the acquired license, the Company issued 26,000,000 shares
of common stock to Phoenix Bio Pharm, valued at $13,000,000 based the fair value of the assets acquired in the license agreement.
The Company planned to amortize the cost of the License Agreement over the ten year life.
On January 5, 2015, the Company entered into an additional license
agreement with Phoenix Bio Pharmaceuticals Corporation to expand the territories covered under its original license agreement dated
March 14, 2014. Under the terms of the additional license agreement, the Company acquired the marketing rights to distribute
products developed by Phoenix Bio Pharmaceuticals Corporation in Australia and New Zealand for ten years. In exchange for
the license, the Company has issued 250,000,000 restricted common shares at $0.016 per common share, for an aggregate value of
$4,000,000. This amount represents 33% over the market value on the date of execution of the license agreement being $3,000,000.
On July 8, 2015, the Company agreed to enter into a new licensing
agreement with Phoenix Bio Pharmaceuticals Corporation. This new agreement shall replace the previous licensing agreements. The
new licensing agreement shall be non-exclusive, CBD only licensing agreement with Phoenix Bio Pharmaceuticals Corporation. This
license agreement operates for a twenty (20) year period. Phoenix Bio Pharm has granted to the Company a license for the territory
of North America, Australia and New Zealand to exploit all presently owned and after-acquired intellectual property rights and
know-how of Phoenix Bio Pharm related to CBD based cannabinoid products and delivery systems for the treatment and management of
illnesses. Products falling under the license will include the following CBD products: transdermal patches, orally administered
extracts, concentrated extracts of vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology,
suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any product or active ingredients sourced
through Phoenix Bio Pharm or third party suppliers or licensors. The Company will also have the right to sublicense the rights
acquired pursuant to the license agreement and to use and develop copyrighted materials of Phoenix Bio Pharm for marketing and
distribution purposes.
In addition to the new licensing agreement, on July 8, 2015
the Company has entered into an exchange agreement with Phoenix Bio Pharm where all existing common shares held by Phoenix Bio
Pharm (276,000,000) are exchanged for 2,000,000 Series B Preferred Shares, par value $0.0001. These preferred shares were entitled
to 100 votes for each share held, and convertible into 100 common shares per preferred share at any time at the discretion of the
holder. These preferred shares were cancelled on September 22, 2018.
Subsequently as the Company has failed to meet projected cash
flows which underpin the valuation model of the License Agreement, the Company determined that the balance of License Agreement
should be impaired. Accordingly a total of $14,014,189 was expensed as an impairment to the License Agreement and paid in capital
was reduced by $2,282,112 at year ended February 28, 2015.
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7.
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Distribution Agreement – Go Kush, Inc.
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On May 13, 2014, the Company entered into a distribution agreement
with GoKush.com (www.gokush.com) that is part of a not-for-profit California Cooperative Corporation that is dedicated to providing
safe and legal access to medical marijuana for patients throughout California. Pursuant to the Agreement, amongst other things,
GoKush agreed to become the online ordering platform for the ordering and re-stock of the Company’s products in California
for a ten (10) year term and the Company has issued GoKush 200,000 shares of the Company’s restricted common stock valued
at $172,000. The Company will amortize the cost of the Distribution Agreement over the ten year life beginning October 2014 when
on-line sales of product commenced.
However
the Company was not paid for any sales and as such the Company determined that there is no value in the distribution agreement.
Accordingly an impairment of $141,800 of the distribution agreement was made and paid-in capital was reduced by $13,000
at year ended February 28, 2015.
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8.
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CV Sciences, Inc. FKA CannaVest Corp.
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On December 23, 2014, the Company entered into a convertible
promissory note for $1,200,000 with CannaVest Corp. The note represents $1,200,000 worth of raw material inventory to be
obtained from CannaVest Corp. to use in the Company’s cannabidiol product formulations. The note accrues simple interest
at a rate of 10% per annum and is due and payable in six months from the date of issue. The note cannot be prepaid. At
any time, the outstanding principal amount of this note and all accrued but unpaid interest under this note can be converted into
common shares at a price equal to the lesser of $0.02 per common share, the closing sale price, or the average of the lowest closing
sale prices of the Company’s common shares during the five trading day period immediately preceding the date of such determination.
Should the Company default on this convertible promissory note,
all outstanding obligations payable by the Company are immediately due and payable. In addition, CannaVest Corp. may exercise
any other right, power or remedy permitted by law. Further, upon even of default, all unpaid obligations under this note
shall bear interest at the rate of 12% per annum.
Warrant Agreement
In connection with the convertible promissory note dated December
23, 2014, the Company subsequently issued warrants to purchase 20,000,000 common shares at an exercise price of $0.02 per common
share to Kisha Spendthrift Trust, an affiliate of CannaVest Corp. These warrants were issued on January 6, 2015. In
exchange for these warrants, the Company shall have access to the technical and management staff of CannaVest Corp. for the development
of products to be manufactured from cannabidiol sourced from CannaVest Corp. The Company has valued these warrants using
the black scholes option pricing model at $197,663 and will record the expense related to the warrants in its fourth fiscal quarter
of 2014.
On or about January 25, 2016, the Company entered into an Amendment
No. 1 to the Convertible Promissory Note executed by and between the Company and CV Sciences, Inc (FKA Cannavest Corp. and referred
to herein as “CVS”) dated December 23, 2014 (the “Note”), whereby the company and CVS agreed to terminate
the Note upon the Company’s return of five containers of raw hemp oil to CVS. As of February 29, 2016 four of five containers
had been returned to CVS, as the inventory did not meet quality standards and was returned for a reduction of the note balance.
It was determined that the remaining inventory should be written
off as at February 29, 2016.
On March 17, 2014, MediHoldings, Inc. (“MediHoldings”),
a Colorado corporation, was formed as a wholly-owned subsidiary of the Company.
On June 27, 2014, MediSales (CA), Inc. (“MediSales”),
a California corporation, was formed as a wholly-owned subsidiary of the Company.
Both these subsidiaries as at February 29, 2016 had not traded
and were inactive.
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10.
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Related Party Transactions
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Martin Tindall
Mr. Martin Tindall, assists the Company with business development
activities through the Advisory Services Agreement with Kronos as discussed below. Mr. Tindall serves as the CEO of Kronos. Additionally,
Mr. Tindall has provided new product development services through a New Product Development Agreement with Phoenix Pharms Capital
Corporation, as discussed below. Mr. Tindall services as CFO and a Director of Phoenix Pharms Capital Corporation. Mr. Tindall
also serves as a director of Phoenix Bio Pharmaceuticals Inc.
Kronos International Investments Ltd. (“Kronos”)
Sublease Agreement:
Effective March
1, 2014, the Company entered into a Sublease Agreement with Kronos for a four (4) year term. Kronos’s CEO, Martin Tindall
also provides advisory services to the Company. The monthly sublease rent is $2,500 per month. During the year ended February 29,
2016, the Company paid Kronos $7,500 in rent expense, and had previously paid security deposit of $1,250. In June 2015, the sublease
was cancelled and the security deposit of $1,250 was offset against amounts owed to Kronos for advisory service fees.
Advisory Services
: Effective March
1, 2014, the Company engaged Kronos to provide Advisory Services for a monthly retainer fee of $10,000 per month. The advisory
services include and are not limited to accounting and corporate compliance, business development and strategic planning services,
corporate advisory and operational oversight. Between March 1, 2014 and February 28, 2015, expenses related to the Advisory Services
totaled $120,000. For the year March 1, 2015 and February 29, 2016, expenses related to the Advisory Services, provided by the
CEO of Kronos, Martin Tindall with respect to business development of cannabidiol products that the Company intends to market,
were $120,000.
Phoenix Bio Pharmaceuticals, Inc. (“Phoenix Bio
Pharm”)
Inventory Procurement
: Between March
1, 2014 and February 28, 2015, the Company has advanced Phoenix Bio Pharm $197,860 for the purchase of inventory. There were no
advancements to Phoenix Bio Pharm in the year from March 1, 2015 to February 29, 2016..
Product Development
- Between March
1, 2014 and February 28, 2015, the Company has recorded product development expenses paid to Phoenix Bio Pharm totaling $15,000.
There were no development expenses paid to Phoenix Bio Pharm in the year from March 1, 2015 to February 29, 2016.
Phoenix Pharms Capital Corporation (“Phoenix Pharms”)
Loan Funding:
From time to time,
Phoenix Pharms has loaned the Company short term loans to cover its working capital needs. Between March 1, 2014 and February 28,
2015, Phoenix Pharms advanced the Company $10,029. As of February 28, 2015, this loan was paid in full.
Expense pass-through:
The Company
and Phoenix Pharms share pro-rata in certain expenses for shared resources, typically for shared travel and consulting services.
Between March 1, 2014 and February 28, 2015, Phoenix Pharms invoiced pass through expenses to the Company totaling $30,421. At
February 28, 2015, the Company has applied the outstanding balance of $10,525 of pass through expenses against the related party
loan as discussed below.
Related Party Loan:
On September
18, 2014, the Company advanced Phoenix Pharms a total of $85,000 as a short term loan. The loan bears a simple interest rate of
8% and was due and payable on November 30, 2014. As of February 28, 2015, the Company has received principal payments totaling
$26,425 including cash payment of $15,900, and expense offset $10,525. As of February 28, 2015, accrued interest on this loan is
$2,687. As of February 28, 2015, the outstanding balance due the Company on this related party loan is $61,262. As at February
29, 2016 the outstanding balance due to the Company on this related party loan was $53,492.
New Product Development Agreement
:
On October 23, 2014, the Company entered into a New Product Development Agreement (the “NPD Agreement”) with Phoenix
Pharms for use of Phoenix Pharms’ expertise in identifying new product business development opportunities related to expanding
the Company’s product offerings. The NPD Agreement is for a period of four months at $16,000 per month. As of February 28,
2015, the Company had paid $64,000 towards the NPD Agreement and has no further obligations under the NPD Agreement.
Russell Stone: Mr. Russell Stone, the Company’s
Chief Executive Officer, holds approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation indirectly
through a trust.
Lewis “Spike” Humer
:
Mr. Humer, a director of the Company, serves as CEO and a director
of Phoenix Bio Pharmaceuticals and CEO and a director of Phoenix Pharms Capital Corporation. As of August 2014, the Company began
paying Mr. Humer a consulting fee of $1,500 per week. As of February 28, 2015, the Company has paid Mr. Humer $19,000 and has accrued
a related party payable to Mr. Humer of $27,000.During the year from March 1, 2015 to February 28, 2016, a further $81,000 was
accrued to Mr. Humer.
The Company has authorized 1,000,000,000 shares of its common
stock, $0.001 par value. On February 28, 2015, there were 36,132 (361,322,812 pre-split) shares of common stock issued and outstanding.
On March 2, 2015, the Company issued 1,005 (10,050,251 pre-split)
shares of common stock to Typenex from the conversion of a total principal amount of $14,000 under a Convertible Notes agreement.
On March 31, 2015 the Company issued 2,205 (22,045,006 pre-split)
shares of common stock to Typenex related to a true-up notice received from the noteholder.
On May 14, 2015, the Company issued 3,051 (30,509,190 pre-split)
shares of common stock to Typenex from the conversion of a total principal amount of $15,000 under a Convertible Notes agreement.
On August 10, 2015, the Company issued 3,497 (34,965,035 pre-split)
shares of common stock to Typenex from the conversion of a total principal amount of $25,000 under a Convertible Notes agreement.
On September 28, 2015 the Company did a reverse split of 1 share
for every 10,000 held whereby 458,846,359 common shares were cancelled leaving only 45,935 common shares on issue
In October 2015, the Company issued Cannavest Corp 4,236 common
shares pursuant to the conversion of a portion being $42,350.30 of a Convertible Promissory Note held by Cannavest Corp.
On November 4, 2015, Phoenix Bio Pharmaceuticals Corporation’s
offer to exchange 27,600 common shares for 2,000,000 Series B Preferred shares was accepted and 27,600 common shares were cancelled.
On November 5, 2015 Cede & Co were issued 1,941 common shares
to rectify a mistake that had been made when the share split was performed.
On February 18, 2016, 667 common shares issued to YP Holdings,
LLC pursuant to a securities purchase agreement were cancelled in exchange for 1,000,000 Series C Preferred shares. YP Holdings
LLC then converted 2,000 of the preferred shares to common shares which were issued by the Company.
As at February 29, 2016 there were 25,845 common shares on issue.
On July 8, 2015, the Company approved the creation of four classes
of preferred stock.
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Series A preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not
entitled to any voting rights and are convertible into common shares at the rate of $1.00 per common share at any time at the discretion
of the holder Series A preferred shares rank senior to common shares and Series B preferred shares with respect to the right to
receive dividends.
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Series B preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are entitled
to 100 votes for each share held, and are convertible into 100 common shares at any time at the discretion of the holder. Series
B preferred shares are senior to common shares.
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Series C preferred shares, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are
not entitled to any voting rights, and convertible into common shares at the rate of $1.00 per common share at any time at the
discretion of the holder. Series C preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales
income received in the ordinary course of business. Upon issue of the dividend, the value of such shares shall be deemed to be
retired. Series C preferred shares rank senior to the common shares and Series B preferred shares with respect to the right to
receive dividends
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Series D preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not
entitled to any voting rights, and can be converted into common shares at a rate of $1.00 per common share. Series D preferred
shares are seen you two common shares and Series B preferred shares, and holders of Series D preferred shares are entitled to receive
a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Upon issue of the dividend,
the value of such Series D preferred shares shall be deemed to be retired.
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On November 4, 2015, Phoenix Bio Pharmaceuticals Corporation
were issued 2,000,000 Series B Preferred Shares in exchange for 27,600 common shares (27,600,000 pre-split).
On February 18, 2016, YP Holdings, LLC was issued 1,000,000
Series B Preferred Shares in exchange for 667 common shares (6,666,667 pre-split). On February 28, 2016 YP Holdings, LLC converted
2,000 preferred shares into 2,000 common shares.
As at February 29, 2016, Phoenix Bio Pharmaceuticals Corporation
owned 2,000,000 Series B Preferred Shares. YP Holdings, LLC had been issued 1,000,000 Series C Preferred Shares. but had converted
2,000 into common shares and therefore owned 998,000 Series C Preferred Shares.
There were no common stock options on issue as at February 29,
2016.
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14.
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Convertible Promissory Note
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On June 24, 2014, the Company entered into a securities purchase
agreement with Typenex Co-Investment, LLC, a Utah limited liability company. Under this agreement, the Company has issued a secured
convertible promissory note in the original principal amount of $1,105,000, deliverable in eleven tranches (the “Typenex
Note”). On the closing date, Typenex delivered the initial cash purchase price of $150,000, plus any interest, costs, fees
or charges accrued under the Typenex Note, including the original issue discount of $20,000. The outstanding principal and accrued
and unpaid interest on the Typenex Note is convertible at any time into shares of common stock at a conversion price of $1.00,
subject to adjustment as described below (the “Lender Conversion Price”). As of June 24, 2014, the Company evaluated
the Beneficial Conversion Feature under this note and determined as of June 24, 2014, there was no beneficial conversion feature
as the Lender Conversion Price exceeded the fair market value of the Company’s common stock.
As of November 30, 2014, the company has received net proceeds
of $135,000 related to this convertible promissory note, representing $150,000 less financing costs of $15,000. During the nine
months ended November 30, 2014 the Company has recorded interest expense of $7,725, and amortization expense of $554,413 related
to the amortization of the original issue discount and the full-value of the warrant discussed below ($552,500).
Each subsequent tranche will be in the amount of $85,000, plus
any interest, costs, fees or charges accrued thereon under the terms of the Typenex Note, including the original issuer discount
of $8,500. Each tranche will be accompanied by its own secured investor note (the “Investor Notes”). The Company has
agreed to pay $5,000 to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs
in connection with the purchase and sale of the Typenex Note. All loans received bear an interest rate of 10% per annum. The loan
is due 23 months after the initial cash purchase price is delivered to the Company. Typenex has pledged a 40% membership interest
in Typenex Medical, LLC to secure its obligations under all of the Typenex Notes.
A warrant to purchase shares of the Company has been issued
to Typenex as of June 24, 2014. This warrant grants Typenex the ability to purchase a number of fully paid and non-assessable shares
of the Company’s stock, par value $0.001, equal to $552,500 divided by the market price. This warrant is issued pursuant
to the terms of the securities purchase agreement as described above.
Provided there is an outstanding balance, the Company will pay
an installment amount equal to $61,388.89 plus any accrued and unpaid interest on the installment due date, which is six months
after the initial loan disbursement. This installment amount is the maximum that must be paid on any given installment due date,
and is limited by the amounts owed. This amount can be converted at the lesser of either the lender conversion price or at 70%
of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion. Should
the average trading price be less than $0.35 during any such period, then the conversion factor will be reduced to 65% for all
future conversion, additionally the conversion price will be reduced by 5% if the Company’s common stock is not available
for DWAC. Should the Company decide to prepay this amount, there is a prepayment premium equal to 125% of the outstanding balance
of the Typenex Note. Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its
right to prepay the Typenex Note.
Under this agreement, Typenex has the right at any time after
the purchase price date until the outstanding balance has been paid in full to convert any or all of the outstanding balance into
shares of the Company’s common stock under the following formula: the number of shares issued equals the amount being converted
divided by $1. These shares must be delivered to Typenex within three trading days of the conversion notice being given to the
Company. Should any shares be sold to Typenex or any third party at a value that is less than the effective lender conversion price,
then the lender conversion price will be reduced to equal such lower issuance price. The effective lender conversion price will
also be adjusted as needed upon any forward or reverse split of the Company’s shares. Should the Company fail to deliver
the shares in a timely manner, a late fee of the greater of $500 per day and 2% of the applicable lender conversion share value
rounded to the nearest multiple of $100 will be assed for each day after the third that the Company is late (though not exceeding
200% of the applicable lender conversion share value.
In the event of a default, the Typenex Note may be accelerated
by Typenex by providing written notice to the Company. The outstanding balance is immediately due and payable at the greater of
the outstanding balance divided by the installment conversion price, or the default effect, which is calculated by multiplying
the conversion eligible outstanding balance by 15% for each major default or 5% for each minor default and then adding the resulting
product to the outstanding balance as of the date of default. In addition, an interest rate of the lesser of 22% per annum (or
the maximum rate permitted under law) will be applied to the outstanding balance. Typenex is prohibited from owning more than 4.99%
of the Company’s outstanding shares, unless the market capitalization of the Company’s common stock is less than $10,000,000,
in which case Typenex is prohibited from owning more than 9.99% of the Company’s outstanding shares.
On a date that is 23 trading days from each date that the Company
delivers conversion shares to Typenex, there is a true-up date in which the Company will deliver additional shares if the installment
conversion price on that date is less than the installment conversion price used in the applicable installment notice. These additional
shares will be equal to the difference between the number of shares that would be delivered to Typenex at the time of the true-up
date and the amount originally delivered.
Notice of Default
– on January 9, 2015, the Company
received a Notice of Default from Typenex under the Convertible Promissory Note described in Note 12 above. In the letter, the
noteholder described two major defaults where the Company failed to meet its obligations under the Typenex Note. The first default
was triggered on December 16, 2014 related to a request from the noteholder to increase the number of shares reserved for issuance
under the Typenex Note on the books of the Company’s transfer agent. The second default was triggered on December 27, 2014,
when the Company failed to make its first installment payment of $61,888.89 according to the terms of the Typenex Note. Each default
triggered a penalty of 115% of the then outstanding principal and accrued and unpaid interest and triggers the interest rate to
22%. As of January 9, 2015, the outstanding principal, accrued interest and accrued penalties on the Typenex Note was $239,483.61.
On January 23, 2015, the Company satisfied its first default by instructing its transfer agent to reserve a total of 50,925,000
shares of common stock covering the potential conversion of the original principal value of the Typenex Note ($1,100,000) plus
common shares issuable upon the exercise of warrants underlying the Typenex Note. On February 12, 2015, the Company received a
notice from Typenex waiving the penalties on the December 16, 2014 default and waived $26,755.16 of penalties imposed on December
16, 2014. Under the terms of the Typenex Note, the Lenders Conversion Price will reset to 60% of the average of the three lowest
closing bid prices of the Company’s common stock in the 20 days prior to conversion. As of December 16, 2014, the Company
has re-evaluated the beneficial conversion feature under the Typenex Note and has recorded a liability for the beneficial conversion
feature totaling $230,392. This discount will be amortized over the remaining life of the Typenex Note.
On February 3, 2015, the Company exercised its borrower offset
right under the Typenex Note. Through this offset right, the Company is entitled to deduct and offset any amount owing by
Typenex under the initial securities purchase agreement dated June 24, 2014 from any amount owed by the Company under the note.
The combined balance of the secured investor notes and the investor notes as of the January 28, 2015 offset date was $890,800.
In addition, the note balance prior to the offset included $85,000 of unearned original issue discounts.
In conjunction with the Company’s exercise of its offset
right, the Company and Typenex each hereby acknowledge that the secured investor notes and the investor notes were offset against
the Company balances owed under the note as of the offset date, and as a result thereof, each of the secured investor notes and
the investor notes is deemed to have been paid in full and are now cancelled and terminated and the Company balance owed under
the note has been reduced to $218,028.47 as of the offset date. Additionally, the Company specifically acknowledges that
Typenex has no further obligations under any of the secured investor notes and investor notes.
Further, the Company acknowledges that the investor pledge agreement,
dated June 24, 2014, and all security interests granted thereunder with respect to the collateral (as defined in the investor pledge
agreement) have terminated and all such security interests shall be deemed released.
Notice of Conversion
– Between March 1, 2015 and
February 29, 2016, the Company has received conversion notices from its noteholder on the Typenex Note to convert principal on
the Typenex Note into shares of the Company’s Common Stock at a market price as defined by the Typenex Note. The table below
lists the conversion activity and the shares of common stock issued pursuant to each conversion:
Date of Notice
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Principal
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Market Price*
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Conversion Shares
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True Up Shares
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Total Shares Issued
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March 2, 2015
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$
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14,000
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$
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0.071788
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1,005
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—
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1,005
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March 31, 2015
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|
|
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—
|
|
|
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—
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—
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2,204
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|
|
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2,204
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May 14, 2015
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|
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$
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15,000
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|
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$
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0.203395
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|
|
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2,098
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|
|
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953
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3,051
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August 10, 2015
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$
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25,000
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|
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$
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0.139860
|
|
|
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3,496
|
|
|
|
—
|
|
|
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3,496
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|
|
|
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$
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54,000
|
|
|
|
|
|
|
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6,599
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|
|
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3,157
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9,756
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*Market Price as defined by the Typenex Note
On August 29, 2014, the company entered into a Promissory Note
with YP Holdings, LLC for gross proceeds $100,000 as an advance towards the Securities Purchase Agreement dated September 17, 2014
described in Note 13 (the “YP Note”). The YP Note matures in 60-days and bears interest of 12% per annum. During the
nine months ended November 30, 2014, the Company recorded $18,000 in financing fees related to the YP Note. On September 17, 2014,
the YP Note converted to equity in connection with the Securities Purchase Agreement dated September 17, 2014 as discussed below.
The Company has no further obligation under the YP Note.
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16.
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Securities Purchase Agreement
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On September 17, 2014, the Company entered into a securities
purchase agreement with YP Holdings, LLC. YP Holdings, LLC has no material relationship with the Company other than with
respect to this agreement.
Under this agreement, the purchasers will be purchasing units
of one common share and two warrants to purchase common shares for $0.09 per unit, for a total of $600,000. The common shares
have a par value of $0.001 per share. The warrants are exercisable for five years from the date of issuance and shall have
an initial exercise price equal to $0.20. As a result of this agreement, the Company issued 6,666,667 common shares and 13,333,334
warrants to the purchasers. On August 29, 2014 and September 17, 2014, the Company received gross proceeds of $100,000 and $500,000,
respectively and has recorded financing fees of $18,000 and $52,000, related to this agreement.
The warrants can be exercised by paying the price for shares
as stipulated by the warrant, or through cashless exercise, through which the purchaser will be issued a number of shares equal
to the number of warrant shares applied to the subject exercise multiplied by the current market price on the date of conversion
minus the exercise price on that date. This total is then divided by the current market price on the date of conversion.
The cashless exercise may only be exercised after six months have passed from the original issuance of the warrants.
The purchaser has waived the clause prohibiting conversion of
warrants into common shares if that would result in the purchaser owning in excess of 4.99% of the outstanding shares. A
second clause prohibits the conversion of warrants if the purchaser owns in excess of 9.99% of the outstanding common shares. This
clause can be waived by the purchaser providing notice of waiver.
The Company has agreed to pay a flat $20,000 to YP Holdings,
LLC to reimburse them for the fees and expenses incurred by it in connection with its due diligence review of the Company and the
preparation, negotiation, executive, delivery and performance of the agreement.
The two parties also entered into a registration rights agreement.
Under this agreement, the Company will prepare and file a registration statement on Form S-1 in order to register all shares
issued under the securities purchase agreement. The Company will keep the registration statement continuously effective for
a period of two years following the effective date of the registration statement. The Company will pay all reasonable fees
and expenses incurred with respect to this agreement. Unless previously agreed to in writing, the Company may not register
any shares other than those intended to be sold under this agreement.
Should the Company fail to comply with the registration rights
agreement, the Company agrees to pay liquidated damages to YP Holdings, LLC equal to 3% of the purchase price of the common shares
paid by the purchaser for the first 30 day period, and 2% of such purchase price for each subsequent 30 day period. These
payments are payable upon demand in cash.
Pursuant to the registration rights agreement, the Company agreed
to several lock-up agreements between itself and four shareholders of the Company: Phoenix Bio Pharmaceuticals Corporation, Ronald
Lusk, Lewis Humer, and Caduceus Industries LLC. Under these agreements, each shareholder has agreed that they will not offer,
pledge, sell, contract to sell, grant any options for sale or transfer, distribute or dispose of, directly or indirectly, any shares
of the Company for a 90 day period following the date that the registration statement is declared effective.
On or about January 25, 2016, the Company entered into an Amendment
No. 1 to the Convertible Promissory Note executed by and between the Company and CV Sciences, Inc (FKA Cannavest Corp. and referred
to herein as “CVS”) dated December 23, 2014 (the “Note”), whereby the company and CVS agreed to terminate
the Note upon the Company’s return of five containers of raw hemp oil to CVS. On or about June 1, 2016, the Company returned
the entirety of the raw hemp oil to CVS, and the Note and all rights and obligations thereunder would deemed fully satisfied.
On September 21, 2016, the registrant dismissed Fruci &
Associates II, PLLC as their registered independent public accountant. On September 21, 2016, the Company’s Board of Directors
approved the engagement of BMKR, LLP to provide auditing services on a prospective basis, and to perform a full audit of the Company’s
books and records for the years ended February 29, 2016, February 28, 2017 and February 28, 2018.
On March 8, 2017, the Company filed an Amendment to its Articles
of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company
has changed its name with the State of Nevada from Medijane Holdings, Inc. to Stem Bioscience, Inc.
On May 31, 2018, the Company filed an Amendment to its Articles
of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company
has changed its name with the State of Nevada from Stem Bioscience, Inc. to Phoenix Life Science International Limited.
Pursuant to the Agreement and Plan of Merger, dated as of September
18, 2018 as (The “Merger Plan” by and between Phoenix Life Sciences International Limited, a Nevada Corporation (the
“Company”) and Phoenix Life Sciences International Limited, a Canadian Corporation (“PLSI CA”), the Company
completed its merger with PLSI CA, with the Company as the surviving entity.
On September 18, 2018, the Company’s Board of Directors
announced the finalized consolidation activities of Phoenix Life Sciences International Limited with Stem Biosciences, Inc., Blue
Dragon Ventures, and the MediJane Brand, and that the Company’s common stock would trade publicly under the symbol MJMD.
On September 21, 2018, the Company announced it had obtained
consent from the holder, Phoenix Bio Pharmaceuticals Corporation for the cancellation of 2,000,000 Preferred Series B shares in
the Company in connection with the restructure of the Company and merger with Phoenix Life Sciences International Limited, a Canadian
Corporation.
On September 22, 2018, the Company’s Board of Directors
accepted the resignation of Russell Stone from his position as a Director.
On or about June 24, 2014, the Company entered into a Convertible
Promissory Note with a face value of $1,105,000 (the “Note”) by and between the Company and Typenex Co-Investment,
LLC (“Typenex”). On or about April 19, 2018, the Phoenix Life Sciences International Ltd, a Canadian Corporation (“PLSI
CA”) acquired the entirety of the Notes outstanding principal and interest balance from Typenex. Upon the completion of the
merger, that Note was conveyed to the Company.
On September 22, 2018, the Company’s Board of Directors
resolved to deem the acquired Notes principal balance satisfied, and to terminate the Note and any and all rights and obligations
arising thereunder, including without limitation the cancellation of all Warrants issued to Typenex under the Note.
On September 24, 2018, the Company issued 30,502,375 shares
of common stock bearing the restricted legend without registration (the “Issued Shares”). Of these, 29,802,375 shares
were issued in reliance on Rule 802 under the Securities Act in a 1:1 share exchange related to the merger of PLSI CA and the company
as described above, and 700,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the
Securities Act. All of the Issued Shares were issued in private transactions, and the company received no proceeds from the Issued
Shares. The Issued Shares, in conjunction with the 47,571 shares of common stock previously issued by the Company, brings the current
issued and outstanding share count to 30,549,946.
On October 3, 2018, the following persons were appointed to
the Board of the Company, Stephen Cornford, Martin Tindall as Chief Executive Officer, Janelle Marsden as Managing Director and
Geoffrey Boynton as Chief Financial Officer. Lewis “Spike” Humer stepped down from his executive role but remains a
Director.
On October 3, 2018, the Company agreed to issue 48,000 shares
of restricted common stock to KHAOS Media Group as compensation for services rendered in reliance of Section 4(a)(2) of the Securities
Act for services previously rendered and invoiced between March and December 2014.
On November 2, 2018, FINRA confirmed the name change and change
of symbol to “PLSI”
On November 9, 2018, the Company announced that 2,000,000 Series
C Preferred Stock had been cancelled and all convertible debt had been retired. There was no outstanding preferred stock on issue
as at this day.
On December 4, 2018, the Company issued 229,600 common shares
as part of settlement agreements.
On December 17, 2018, the Company issued 675,028 common shares
which included 191,668 common shares as part of settlement agreements and 483,360 common shares issued as compensation for services
rendered in reliance of Section 4(a)(2) of the Securities Act
On January 11, 2019, the Company issued 500,600 common shares
to YP Holding, LLC. as part of a settlement agreement.
On January 15, 2019 the Company issued 53,080 common shares
which included 52,000 common shares as part of settlement agreements and 1,080 common shares issued as compensation for services
rendered in reliance of Section 4(a)(2) of the Securities Act
On February 20, 2019 the Board of the Company appointed Michael
Gobel, who has long and distinguished career in corporate finance in Australia, as a non-executive Director
On February 26, 2019 the Company issued 315,928 common share
which included 5,460 common shares as part of settlement agreements, 126,750 common shares issued as compensation for services
rendered in reliance of Section 4(a)(2) of the Securities Act and 183,718 for cash consideration.