11. Subsequent Events | 11. Subsequent Events On April 2, 2019, we issued 151,216 common stock shares for cash consideration. On April 25, 2019, we issued 100,000 common stock shares for cash consideration. On May 1, 2019, we signed a Memorandum of Understanding with the Ministry of Health on behalf of The Republic of Vanuatu for the purposes of establishing a public-private partnership for the health and well-being of Ni-Vanuatu people, further the Memorandum of Understanding provides for Phoenix Life to have a 25 year exclusive contract for the supply of diabetes management and the supply of Phoenix Metabolic to the countries estimated 50,000 diabetics. Based solely upon a charge rate of $25 per patient per month, this agreement would provide Phoenix Life with the potential of $300 million US dollars in revenue and reduction in excise duty. Due to the material risks disclosed herein and whether we have sufficient funding to accomplish our operational goals, there are absolutely no assurances that we will attain that level of revenues. The agreement further provides for the issuance of production and distribution licensing for Phoenix Life to produce in Vanuatu and distribute around the world both generic medical cannabis products for doctors prescription and for Phoenix Lifes products that are approved for specifically treating specific diseases. Lastly the agreement provides a fast track clinical development program, including building a national network of community clinics and dispensing pharmacies throughout the Republic of Vanuatu. On May 9, 2019, we issued 155,452 common stock shares, which included 17,929 common stock shares issued for cash consideration and 137,523 common stock shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On May 24, 2019, we issued 126,990 common stock shares which included 112,590 common stock shares for cash consideration and 14,400 common stock shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On May 30, 2019, we signed a Memorandum of Understanding with the Ministry of Agriculture on behalf of The Republic of Vanuatu for the purposes of establishing a public-private partnership to establish the terms and conditions under which the Republic of Vanuatu shall provide at least 5,000 acres of land on the Island of Espiritu Santo for the exclusive use of the Company for large scale cultivation of medical cannabis over a seventy-five (75) year period. We will be granted a license by the Government for the cultivation, processing, extraction and pharmaceutical production of medical cannabis and in exchange we will pay the Republic of Vanuatu ten (10) percent of net revenue earned through the use of this land and license. On May 30, 2019, we signed a Memorandum of Understanding with the Ministry of Agriculture on behalf of The Republic of Vanuatu for the purposes to establish the terms and conditions under which the Company will be permitted (1) to establish and operate a plant quarantine facility on the site of the Vanuatu Agricultural Research and Technical Centre (VARTC); (2) to perform medical cannabis research at the VARTC facility; and (3) to present a medical cannabis training curriculum for the Vanuatu Agricultural College. On June 17, 2019 we entered into a 10% Convertible Promissory Note (the Note) for the Principal Sum of $220,000 by and between the Company and Harbor Gates Capital, LLC (the Holder). For value received, the Company hereby promises to pay to the order of Harbor Gates Capital, LLC or its registered assigns or successors-in-interest (the Holder) the Principal Sum of $220,000 (the Principal Sum) and to pay guaranteed interest on the principal balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and guaranteed interest and any other interest, fees, liquidated damages and/or items due to Holder herein have not been repaid or converted into the Company's common stock (the Common Stock), in accordance with the terms of the Note. As an investment incentive, the Company will issue to the Holder 5,000 common stock shares as restricted Incentive Shares (the Origination Shares), which shares shall be issued in the Holders name within 10 Trading Days of the Date of Execution. Conversion Price of the Note shall be equal to 70% of the lowest trading price of the Companys Common Stock during the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. Repayment (a) Days Since Effective Date Payment Amount Under 90 120% of Principal Amount so paid 91-180 130% of Principal Amount so paid (b) On June 24, 2019, we issued 28,500 common stock shares which included 13,500 common stock shares for cash consideration and 15,000 common stock shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On June 24, 2019, the Board of Directors granted Martin Tindall a temporary leave of absence from his position as Chief Executive Officer and Director of the Company to address certain unforeseen personal issues. Concurrently, the Companys Board of Directors appointed Janelle Marsden, the Companys Managing Director, to the role of Interim Chief Executive Officer until such time as Mr. Tindall is able to resume his position, or the Board of Directors appoints an alternate Chief Executive Officer. Subsequently on July 11, 2019, the Board of Directors confirmed that Martin Tindall had been arrested and charged with securities fraud in the State of Colorado. Following research by counsel, the Company determined that the charges predated Mr. Tindalls activities with the Company, and that none of charges were directly related to his activities with the Company. However, due to the nature of the charges, the Board of Directors publicly confirmed that Martin Tindall was placed on indefinite, unpaid suspension from his position as Chief Executive Officer and removed any and all authorities given to him by the Company. Concurrently, the Companys Board of Directors appointed Janelle Marsden, to the role of Chief Executive Officer. On July 23, 2019, we issued 92,690 common shares which included 40,690 for cash consideration and 52,000 common shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On August 5, 2019, Michael Gobel resigned as Director of the Company, due to other work commitments. In August it was determined, after inquiries of solicitors in Vanuatu and Australia, that 22,500,000 common shares had been issued erroneously, consequently the Board of Directors cancelled these 22,500,000 common shares. On August 22, 2019, we issued 40,000 Series B Preferred Shares (the Preferred Shares) to entities associated with each of the five members of a Special Committee composed of our Board Members and Stacey Jenkins, and not including Martin Tindall, that are convertible into a total of 20,000,000 common stock shares. The 20,000,000 common stock shares that may be converted from the Preferred Shares constitutes 65.06% of our 30,739,730 outstanding shares upon conversion, which shares are subject to a 12 months lockup and resale restriction of shares per financial quarter. On August 27, 2019, pursuant to provision 4.5 of our bylaws and a Board meeting of that same date, our Board permanently removed Martin Tindall as our Chief Executive Officer and/or any other of our officer positions or that of our subsidiaries. On August 27, 2019, our Board of Directors adopted the following: a) b) c) d) e) On August 27, 2019, our Board of Directors appointed the following Board Members to our Audit Committee, Compensation Committee, and Nominating Committee: Audit Committee Lewis Humer Geoff Boynton Compensation Committee Lewis Humer Stephen Cornford Nominating Committee Lewis Humer Janelle Marsden On August 27, 2019, we issued 22,667 common shares which included 7,667 for settlement consideration and 15,000 common shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On November 11, 2019, Constantine and Suzanne Makris were granted a default judgement against the Company for $165,000 plus $6,957.76 in costs against the Company. As at February 28, 2019 had a recorded liability of $365,000 and subsequently $200,000 was paid. |