Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Aug. 31, 2019 | |
Details | ||
Registrant CIK | 0001493212 | |
Fiscal Year End | --02-28 | |
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Feb. 28, 2019 | |
Document Transition Report | false | |
Entity File Number | 333-167275 | |
Entity Registrant Name | Phoenix Life Sciences International Limited. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-0525378 | |
Entity Address, Address Line One | 4262 Blue Diamond Road #102-277 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89139 | |
Entity Address, Address Description | Address of principal executive offices | |
Phone Fax Number Description | Company's telephone number, including area code | |
City Area Code | 720 | |
Local Phone Number | 699-7222 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 26,429,744 | |
Entity Common Stock, Shares Outstanding | 10,762,097 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY |
Statement of Financial Position
Statement of Financial Position - USD ($) | Feb. 28, 2019 | Feb. 28, 2018 |
ASSETS | ||
Cash | $ 201,988 | $ 697 |
Notes receivable, related party | 0 | 235,752 |
Prepayments | 2,169,269 | 0 |
Total Current Assets | 2,371,257 | 236,449 |
Intellectual Property | 8,766,356 | 0 |
Land deposit | 299,000 | 0 |
Total Assets | 11,436,613 | 236,449 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 385,011 | 518,310 |
Pending cash settlements | 500,000 | 0 |
Loan payable to Gauntlet | 100,000 | 0 |
Other loans | 36,172 | 0 |
Due to related parties | 327,042 | 277,219 |
Current Liabilities | 1,348,225 | 795,529 |
Convertible notes payable, net | 0 | 415,581 |
Derivative liability, Typenex note | 0 | 390,009 |
Total Liabilities | 1,348,225 | 1,601,119 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, Value | 10,085 | 34 |
Additional paid-in capital | 34,100,397 | 17,785,335 |
Accumulated deficit during the development stage | (24,022,094) | (19,150,339) |
Total Stockholders' Equity (Deficit) | 10,088,388 | (1,364,670) |
Total Liabilities and Stockholders' Equity | 11,436,613 | 236,449 |
Series B Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | 0 | 200 |
Series C Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | $ 0 | $ 100 |
Statement of Financial Positi_2
Statement of Financial Position - Parenthetical - $ / shares | Feb. 28, 2019 | Feb. 28, 2018 | |
Common Stock, Shares Authorized | 990,000,000 | 990,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 10,084,582 | [1] | 34,171 |
Common Stock, Shares, Outstanding | 10,084,582 | [1] | 34,171 |
Series B Preferred Stock | |||
Preferred Stock, Shares Issued | 0 | 2,000,000 | |
Preferred Stock, Shares Outstanding | 0 | 2,000,000 | |
Series C Preferred Stock | |||
Preferred Stock, Shares Issued | 0 | 995,600 | |
Preferred Stock, Shares Outstanding | 0 | 995,600 | |
[1] | Following the Companys determination that 22,500,000 shares issued to GHI Trustees Pty Ltd ATF The Global Health Trust were fraudulently issued and subsequently cancelled by the Board of Directors on August 23, 2019, it has been determined by the Board of Directors that, as these shares were erroneously issued in October 2018, they should be removed from stated results as at February 28, 2019, notwithstanding that the actual cancellation was effected on August 23, 2019. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Details | ||
Revenues | $ 0 | $ 0 |
Cost of sales | 0 | 0 |
Gross Profit | 0 | 0 |
Operating expenses | ||
Sales and marketing expenses | 124,258 | 0 |
Operations expense | 501,108 | 0 |
General and administrative | 4,980 | 458 |
Consulting fees (includes non-cash consulting fees of $2,050,508) | 2,196,341 | 0 |
Professional fees | 207,348 | 0 |
Lease operating expenses | 28,357 | 0 |
Total operating expenses | 3,062,392 | 458 |
Loss before other expenses | (3,062,392) | (458) |
Other income (expense) | ||
Interest income | 3 | 0 |
Miscellaneous income | 974 | 0 |
Interest Expense | (49,442) | (83,064) |
(Loss) on currency conversion | (6,335) | 0 |
Gain on derivative liability | 0 | 6,932 |
Total other expense | (54,800) | (76,132) |
Net loss | $ (3,117,192) | $ (76,590) |
Basic and diluted loss per common share | ||
Income (loss) from continuing operations | $ (0.27) | $ (2.46) |
Basic and diluted loss per common share | $ (0.27) | $ (2.46) |
Weighted average shares outstanding - basic and diluted | 11,630,774 | 31,118 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - Parenthetical | 12 Months Ended |
Feb. 28, 2019USD ($) | |
Details | |
Non-cash consulting fees | $ 2,050,508 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency / Equity - USD ($) | Common Stock | Preferred Stock | Receivables from Stockholder | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Feb. 28, 2017 | $ 0 | $ 17,710,842 | $ (19,073,749) | $ (1,362,576) | ||
Equity Balance, Par Value, Starting at Feb. 28, 2017 | $ 331 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 74,496 | 0 | 74,493 | 0 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,104 | |||||
Issuance of Common Stock for Warrant Conversion, Par Value | $ 3 | |||||
Additional Paid-in Capital, Common Stock | 17,785,637 | |||||
Additional Paid-in Capital, Preferred Stock | (302) | |||||
Net Income (Loss) | $ (76,590) | 0 | 0 | (76,590) | ||
Shares Outstanding, Ending at Feb. 28, 2018 | 34,171 | 2,995,600 | ||||
Equity Balance, Par Value, Ending at Feb. 28, 2018 | $ 34 | $ 300 | $ 334 | |||
Equity Balance, Ending at Feb. 28, 2018 | $ (1,364,668) | $ (2) | 0 | 17,785,335 | (19,150,339) | $ (1,364,670) |
Issuance of common stock from note payable, Value | $ 5,283 | 0 | 5,282 | 0 | ||
Issuance of common stock from note payable, Shares | 900 | |||||
Issuance of common stock from note payable, Par Value | $ 1 | |||||
Issuance of common stock for true up of shares, Value | $ 131,250 | 0 | 131,237 | 0 | ||
Issuance of common stock for true up of shares, Shares | 12,500 | |||||
Par Value | $ 13 | |||||
Issuance of common stock from merger, Value | $ 9,103,958 | 0 | 10,828,529 | (1,754,563) | ||
Issuance of common stock from merger, Shares | 29,992,192 | |||||
Issuance of common stock from merger, Par Value | $ 29,992 | |||||
Issuance of common stock for services, Value | $ 487,695 | 0 | 487,500 | 0 | ||
Issuance of common stock for services, Shares | 195,000 | |||||
Issuance of common stock for services, Par Value | $ 195 | |||||
Issuance of common stock for services and settlement, Value | $ 722,500 | 0 | 721,924 | 0 | ||
Issuance of common stock for services and settlement, Shares | 575,583 | |||||
Issuance of common stock for services and settlement, Par Value | $ 576 | |||||
Issuance of common stock for services and settlement, Value | $ 457,699 | 0 | 457,470 | 0 | ||
Issuance of common stock for services and settlement, Shares | 229,600 | |||||
Issuance of common stock for services and settlement, Par Value | $ 229 | |||||
Issuance of common stock for services and settlement, Value | $ 1,944,700 | 0 | 1,944,025 | 0 | ||
Issuance of common stock for services and settlement, Shares | 675,028 | |||||
Issuance of common stock for services and settlement, Par Value | $ 675 | |||||
Issuance of common stock for settlement and in exchange of Series C Preferred Shares, Value | $ 500,600 | 0 | 500,099 | 0 | ||
Issuance of common stock for settlement and in exchange of Series C Preferred Shares, Shares | 500,600 | |||||
Issuance of common stock for settlement and in exchange of Series C Preferred Shares, Par Value | $ 501 | |||||
Issuance of common stock for services and settlement, Value | $ 88,600 | 0 | 88,547 | 0 | ||
Issuance of common stock for services and settlement, Shares | 53,080 | |||||
Issuance of common stock for services and settlement, Par Value | $ 53 | |||||
Issuance of common stock for services and settlement, Value | $ 1,150,463 | 0 | 1,150,147 | 0 | ||
Issuance of common stock for services and settlement, Shares | 315,928 | |||||
Issuance of common stock for services and settlement, Par Value | $ 316 | |||||
Cancellation of erroneously issued shares, Value | $ (22,500) | 0 | 0 | 0 | ||
Cancellation of erroneously issued shares, Shares | (22,500,000) | |||||
Cancellation of erroneously issued shares, Par Value | $ (22,500) | |||||
Cancellation of Series B, Value | $ 0 | 0 | 200 | 0 | ||
Cancellation of Series B, Shares | (2,000,000) | |||||
Cancellation of Series B, Par Value | $ (200) | |||||
Cancellation of Series C, Value | $ 2 | 0 | 102 | 0 | ||
Cancellation of Series C, Shares | (995,600) | |||||
Cancellation of Series C, Par Value | $ (100) | |||||
Net Income (Loss) | $ (3,117,192) | 0 | 0 | (3,117,192) | ||
Shares Outstanding, Ending at Feb. 28, 2019 | 10,084,582 | 0 | 10,084,582 | |||
Equity Balance, Par Value, Ending at Feb. 28, 2019 | $ 10,085 | $ 0 | $ 10,085 | |||
Equity Balance, Ending at Feb. 28, 2019 | $ 10,088,388 | $ 0 | $ 0 | $ 34,100,397 | $ (24,022,094) | $ 10,088,388 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Operating Activities | ||
Net loss | $ (3,117,192) | $ (76,590) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense on convertible notes payable | 49,442 | 83,064 |
Non-cash (gain) on derivative liability | 0 | (81,428) |
Debt conversion | 5,283 | 74,496 |
Non-cash expenses of services & settlements | 4,008,403 | 0 |
Changes in operating assets and liabilities: | ||
Deposit on Land | (299,000) | 0 |
Prepaid expense | (1,975,519) | 0 |
Accounts payable and accruals | 468,552 | 0 |
Net Cash (used for) operating activities - current operations | (860,030) | (458) |
Investing Activities | ||
Net Cash provided by (used for) Investing Activities - continuing operations | 0 | 0 |
Other loans | 41,730 | 0 |
Proceeds from issuance of common shares | 1,019,591 | 0 |
Net Cash provided by Financing Activities - continuing operations | 1,061,321 | 0 |
Increase (Decrease) in Cash - continuing operations | 201,291 | (458) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 697 | 1,155 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 201,988 | 697 |
Supplemental disclosures | ||
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Non-cash issuance of stock for consulting agreement | 2,196,341 | 0 |
Non-cash issuance of stock for prepaid expenses | $ 500,000 | $ 0 |
1. Nature of Operations and Con
1. Nature of Operations and Continuance of Business | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
1. Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business 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 Companys 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 Companys new name. These amendments were approved by FINRA with an effective date of March 12, 2014. The name change became effective with the OTC Markets 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 become 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 OTC Markets Board on November 2, 2018 with the trading symbol PLSI. In September 2018, the Company completed a merger and consolidation with Phoenix Life Sciences International Limited (Canada). As part of the consolidation, the Series B Preferred Shares owned by Phoenix Bio Pharmaceuticals that were previously authorized to be cancelled were finally cancelled. Phoenix Life Sciences International Limited (Canada) had entered into asset purchase agreements with Phoenix Life Sciences Inc, Phoenix Bio Pharmaceuticals Corporation, Phoenix Pharms Capital Corporation and Phoenix Pharms Inc to consolidate all assets, liabilities, trade secrets, knowhow, diagrams and business plans, as well as all government relationships and pending contracts. Other than as specifically negotiated with former employees, contractors and officers, all shareholders were provided with a share exchange whereby they received one share of the Company for one share previously owned in one of these Companies. 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 Companys 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 Companys common stock would trade publicly under the symbol MJMD, subsequently on November 2, 2018 this changed to PLSI. Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the consolidation of business in 2018. During that time, affiliates of the Company provided certain working capital and covering of costs related to the consolidation. Subsequently the Company entered into subscription agreements with certain affiliates and key non-affiliate investors to provide a total of approximately USD $2.1million of financing. Shares of common stock issued for this total financing represent approximately 800,000 common stock shares. The key non-affiliate investor who had previously entered into a subscription agreement to purchase USD $20 million of shares at $10 per share with Phoenix Life Sciences International Limited (Canada) has entered into an agreement to exchange the subscription for warrants to purchase Company common stock at a price of $10, with the purchases to be completed by December 31, 2019. This agreement is currently under negotiation to extend the timeframe Further, as part of the merger and consolidation, Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) entered into settlement agreements with former investors, employees and contractors whereby their debt, shares held in entities subject of the consolidation, or outstanding amounts were settled in exchange for a full release of claims and the Company issuing approximately eight (8) million shares and the assumption of approximately $2 million of settlements payable. The purpose of the consolidation, in addition to providing the deemed necessary relationships and contracts for the Company to execute on its strategy, was to settle any potential claim or liability to ensure that the Company was not subject to any claims by former investors, employees and contractors. On September 22, 2018, the Companys Board of Directors accepted the resignation of Russell Stone from his position as a Director. On October 3, 2018, the following persons were appointed to the Board of Directors 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 July 11, 2019, the Board of Directors confirmed that Martin Tindall had been 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 Interim Chief Executive Officer. On August 27, 2019, the Board of Directors permanently removed Martin Tindall from his role as Chief Executive Officer. 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 Companys 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 Companys future operations. These factors raise substantial doubt regarding the Companys 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. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation - Basis of Consolidation Use of Estimates - Other items subject to estimates and assumptions include accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. Cash and cash equivalents - Accounts receivable Intellectual Property Prepaid Assets Other Loans Basic and Diluted Net Loss per Share - Earnings per Share Financial Instruments - Fair Value Measurements and Disclosures Level 1 - Level 2 - Level 3 - The Companys 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 our cash 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 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. Stock-based Compensation - Compensation Stock Based Compensation Equity-Based Payments to Non-Employees The fair value of each Options 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. Expected Volatility. Dividend Yield. Expected Term. Forfeitures. Revenue Recognition Leases Leases, Shipping and Handling costs shipping and handling costs are included in cost of sales in the Statements of Operations. Recent Accounting Pronouncements - Reclassifications - |
3. Intangible Assets
3. Intangible Assets | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
3. Intangible Assets | 3. Intangible Assets In September 2018, the Company with the merger of Phoenix Life Sciences International Limited (Canada), a related party due to common management, acquired all of the assets and liabilities of Phoenix Life Sciences International Limited (Canada) including intellectual property totaling $8,766,356, which consisted of trade secrets, know how, concepts to be patented for the creation of a series of formulations, specific genetic plant selection, delivery systems designed by botanists, biologists, chemical and industrial engineers for the purposes of maximizing the efficacy of medical cannabis for the targeted treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a series of generic medical cannabis products for doctor prescription. All products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance. The intangibles asset will amortized on a straight basis over the expected useful period of 10 years. As of February 29, 2019, amortization has not commenced. In addition, the intangible assets are tested for impairments annually. There were no impairments for the year ended February 29, 2019. Proprietary formulations for the treatment of diabetes, various cancers, neurological and phycological disorders and autoimmune diseases $ 7,500,000 Professionally developed delivery systems maximizing the efficacy of medical cannabis treatments $ 1,000,000 Other trade secrets $ 266,356 Total $ 8,766,356 |
4. Deferred Tax Asset
4. Deferred Tax Asset | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
4. Deferred Tax Asset | 4. Deferred Tax Asset The deferred tax assets or liabilities represent the future tax benefits or cost of those differences. The Companys principal deferred tax items arise from net operating losses. Net operating losses approximate $24,174,826 which expire in the years 2030 through 2039. The net operating loss results in a deferred tax asset of $3,626,000. 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 28, 2019 and February 28, 2018. The Companys 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 28, 2019 and February 28, 2018. The Company expects no significant effects from the tax Cuts and Jobs Act for the current reporting period. |
5. Subsidiary Companies
5. Subsidiary Companies | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
5. Subsidiary Companies | 5. Subsidiary Companies 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 28, 2019 had not traded and were inactive. On September 18, 2018, with the merger with Phoenix Life Sciences International Limited (Canada), the Company gained an Australian Incorporated subsidiary, Phoenix Life Sciences (Australia) Pty Ltd. |
6. Related Party Transactions
6. Related Party Transactions | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
6. Related Party Transactions | 6. Related Party Transactions Russell Stone Mr. Russell Stone, the Companys former Chief Operating Officer, entered into a settlement agreement with the Company for unpaid services where he would be paid $125,000 over a maximum of 24 months. As at February 28, 2019, Mr. Stone was still owed $70,000. Mr. Stone prior held approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation (PPCC) indirectly through a trust, prior to PPCC being sold into Phoenix Life Sciences International Limited (a Canadian Corporation). On September 22, 2018, the Companys Board of Directors accepted the resignation of Russell Stone from his position as a Director. Martin Tindall Mr. Martin Tindall joined the Board as Chief Executive Officer on October 3, 2018. Previously Mr. Tindall had assisted Company with business development activities through the Advisory Services Agreement. Mr. Tindall serviced as CFO and a Director of Phoenix Pharms Capital Corporation, a director of Phoenix Bio Pharmaceuticals Inc. and a director and shareholder of Phoenix Life Sciences International Limited (a Canadian Corporation); which were all vended into the Company on September 18, 2018 as a result of the Companys Merger with Phoenix Life Sciences International Limited (Canada). Lewis Spike Humer Mr. Lewis Spike Humer was previously the interim Chief Executive Officer and a director of the Company. After the merger he stepped down from an executive role but remains on the Board and has been appointed Non-executive Chairman. He also previously served as CEO and a director of Phoenix Bio Pharmaceuticals and CEO and a director of Phoenix Pharms Capital Corporation, which were part of the merger. A settlement agreement has been reached with Mr. Humer for unpaid services, prior to the merger where he would pay $125,000 plus $5,000 in unpaid expenses with the money to be paid over a maximum of 24 months and issued 100,000 common shares in the Company. Mr. Humer was owed $85,000 as at February 28, 2019. |
7. Common Stock
7. Common Stock | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
7. Common Stock | 7. Common Stock The Company has authorized 990,000,000 shares of its common stock, $0.001 par value. On February 28, 2018, there were 34,171 shares of common stock issued and outstanding. On September 24, 2018, the Company issued 29,992,192 shares of common stock bearing the restricted legend without registration (the Issued Shares). Of these, 29,292,192 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. On October 03, 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. A further 147,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act for services post those dates. On October 18, 2018, the Company issued 575,583 common shares as part of settlement agreements. 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 and conversion of Series C preferred shares. 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 26, 2019 the Company issued 315,928 common shares 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. In August it was determined, after inquiries of solicitors in Vanuatu and Australia, that 22,500,000 common shares had been issued fraudulently, consequently the Board of Directors cancelled these 22,500,000 common shares. As at February 28, 2019 the adjusted shares on issue, excluding the fraudulently issued shares, were 10,084,582 common shares on issue. |
8. Preferred Stock
8. Preferred Stock | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
8. Preferred Stock | 8. Preferred Stock On July 8, 2015, the Company approved the creation of four classes of preferred stock. · · · · 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). As at February 28, 2018, Phoenix Bio Pharmaceuticals Corporation held 2,000,000 Series B Preferred Shares. 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 therefore there were no Series B Preferred Shares on issue at February 28, 2019. 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). As at February 28, 2018 YP Holdings LLC had been issued 1,000,000 Series C Preferred Shares, but had converted 4,400 into common shares and therefore held 995,600 Series C Preferred Shares. However subsequently agreement was reached to cancel all outstanding Series C Preferred Shares. On January 11, 2019, the Company issued 500,600 common shares to YP Holdings LLC as part of a settlement agreement which included the return and cancellation of 995,600 Series C Preferred Shares There was no outstanding preferred stock on issue as at February 28, 2019 |
9. Convertible Promissory Note
9. Convertible Promissory Note | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
9. Convertible Promissory Note | 9. Convertible Promissory Note 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 Companys 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 outstanding Warrants issued to Typenex under the Note. This also meant that the derivative liability carried on the balance sheet was retired. |
10. Securities Purchase Agreeme
10. Securities Purchase Agreement | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
10. Securities Purchase Agreement | 10. Securities Purchase Agreement 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 February 18, 2016, YP Holdings, LLC was issued 1,000,000 Series B Preferred Shares in exchange for 667 common shares. On February 28, 2016 YP Holdings, LLC converted 2,000 preferred shares into 2,000 common shares and on March 4, 2016, a further 2,400 preferred shares into common shares. A settlement has been reached in respect of this liability. In exchange for 500,600 common shares, 995,600 Series C Preferred Shares were return to us for cancellation and both parties agreed that there were no further obligations. |
11. Subsequent Events
11. Subsequent Events | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
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. |
12. Commitments and Contingenci
12. Commitments and Contingencies | 12 Months Ended |
Feb. 28, 2019 | |
Notes | |
12. Commitments and Contingencies | 12. Commitments and Contingencies Pursuant to Chief Executive Officer Marsdens investigation, she learned that on October 29, 2018, Gauntlet Holdings, LLC (Gauntlet) and NMS Capital Advisors, LLC (NMS) filed a lawsuit against us and our then Chief Executive Officer, Martin Tindall, for breach of contract and fraudulent misrepresentation in connection with an alleged default upon a Secured Promissory Note ( Gauntlet Holdings, LLC et al vs. Kronos International, Phoenix Life Sciences International Limited, Medijane Holdings, Martin Tindall, Vincent Coviello Pursuant to Chief Executive Officer Marsdens investigation, she discovered that on January 30, 2019, Terrence Roderick Hannam filed a lawsuit against us for breach of contract in connection with an agreement that we would acquire all shares of Silver Holdings, Ltd. ( Terrence Roderick Hannam v. Phoenix Life Sciences International, Limited |
1. Nature of Operations and C_2
1. Nature of Operations and Continuance of Business: Going Concern (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Going Concern | 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 Companys 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 Companys future operations. These factors raise substantial doubt regarding the Companys 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. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Basis of Presentation | Basis of Presentation - |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: Basis of Consolidation (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Basis of Consolidation | Basis of Consolidation |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Use of Estimates | Use of Estimates - Other items subject to estimates and assumptions include accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: Cash and cash equivalents (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents - |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies: Accounts receivable (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Accounts receivable | Accounts receivable |
2. Summary of Significant Acc_7
2. Summary of Significant Accounting Policies: Intellectual Property (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Intellectual Property | Intellectual Property |
2. Summary of Significant Acc_8
2. Summary of Significant Accounting Policies: Prepaid Assets (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Prepaid Assets | Prepaid Assets |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies: Other Loans (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Other Loans | Other Loans |
2. Summary of Significant Ac_10
2. Summary of Significant Accounting Policies: Basic and Diluted Net Loss per Share (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share - Earnings per Share |
2. Summary of Significant Ac_11
2. Summary of Significant Accounting Policies: Financial Instruments (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Financial Instruments | Financial Instruments - Fair Value Measurements and Disclosures Level 1 - Level 2 - Level 3 - The Companys 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 our cash 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. |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: Derivative Financial Instruments (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Derivative Financial Instruments | Derivative Financial Instruments - 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. |
2. Summary of Significant Ac_13
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Stock-based Compensation | Stock-based Compensation - Compensation Stock Based Compensation Equity-Based Payments to Non-Employees The fair value of each Options 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: |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: Risk-Free Interest Rate (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Risk-Free Interest Rate | Risk-Free Interest Rate. |
2. Summary of Significant Ac_15
2. Summary of Significant Accounting Policies: Expected Volatility (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Expected Volatility | Expected Volatility. |
2. Summary of Significant Ac_16
2. Summary of Significant Accounting Policies: Dividend Yield (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Dividend Yield | Dividend Yield. |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: Expected Term (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Expected Term | Expected Term. |
2. Summary of Significant Ac_18
2. Summary of Significant Accounting Policies: Forfeitures (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Forfeitures | Forfeitures. |
2. Summary of Significant Ac_19
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Revenue Recognition | Revenue Recognition |
2. Summary of Significant Ac_20
2. Summary of Significant Accounting Policies: Leases (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Leases | Leases Leases, |
2. Summary of Significant Ac_21
2. Summary of Significant Accounting Policies: Shipping and Handling costs (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Shipping and Handling costs | Shipping and Handling costs shipping and handling costs are included in cost of sales in the Statements of Operations. |
2. Summary of Significant Ac_22
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - |
2. Summary of Significant Ac_23
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Policies | |
Reclassifications | Reclassifications - |
3. Intangible Assets_ Schedule
3. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Tables/Schedules | |
Schedule of Finite-Lived Intangible Assets | Proprietary formulations for the treatment of diabetes, various cancers, neurological and phycological disorders and autoimmune diseases $ 7,500,000 Professionally developed delivery systems maximizing the efficacy of medical cannabis treatments $ 1,000,000 Other trade secrets $ 266,356 Total $ 8,766,356 |
1. Nature of Operations and C_3
1. Nature of Operations and Continuance of Business (Details) | 12 Months Ended |
Feb. 28, 2019 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Apr. 21, 2009 |
3. Intangible Assets_ Schedul_2
3. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Feb. 28, 2019 | Feb. 28, 2018 |
Intangible Assets | $ 8,766,356 | $ 0 |
Proprietary formulations for the treatment of diabetes, various cancers, neurological and phycological disorders and autoimmune diseases | ||
Intangible Assets | 7,500,000 | |
Professionally developed delivery systems maximizing the efficacy of medical cannabis treatments | ||
Intangible Assets | 1,000,000 | |
Other trade secrets | ||
Intangible Assets | $ 266,356 |
4. Deferred Tax Asset (Details)
4. Deferred Tax Asset (Details) | Feb. 28, 2019USD ($) |
Details | |
Deferred Tax Assets, Net of Valuation Allowance | $ 3,626,000 |
5. Subsidiary Companies (Detail
5. Subsidiary Companies (Details) | 12 Months Ended |
Feb. 28, 2019 | |
MediHoldings, Inc | |
Business Acquisition, Effective Date of Acquisition | Mar. 17, 2014 |
MediSales (CA), Inc | |
Business Acquisition, Effective Date of Acquisition | Jun. 27, 2014 |
Phoenix Life Sciences (Australia) Pty Ltd | |
Business Acquisition, Effective Date of Acquisition | Sep. 18, 2018 |
6. Related Party Transactions (
6. Related Party Transactions (Details) | Feb. 28, 2019USD ($) |
Mr. Russell Stone, the Company's former Chief Operating Officer | |
Due to Officers or Stockholders | $ 70,000 |
Mr. Lewis "Spike" Humer | |
Due to Officers or Stockholders | $ 85,000 |
7. Common Stock (Details)
7. Common Stock (Details) - $ / shares | 12 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | ||
Common Stock, Shares Authorized | 990,000,000 | 990,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Outstanding | 10,084,582 | [1] | 34,171 |
Common Stock, Shares, Issued | 10,084,582 | [1] | 34,171 |
Transaction #1 | |||
Sale of Stock, Transaction Date | Sep. 24, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 29,992,192 shares of common stock bearing the restricted legend without registration (the “Issued Shares”) | ||
Stock Issued During Period, Shares, New Issues | 29,992,192 | ||
Transaction #2 | |||
Sale of Stock, Transaction Date | Oct. 3, 2018 | ||
Sale of Stock, Description of Transaction | Company agreed to issue 48,000 shares of restricted common stock to KHAOS Media Group as compensation for services rendered | ||
Stock Issued During Period, Shares, New Issues | 48,000 | ||
Transaction #3 | |||
Sale of Stock, Transaction Date | Oct. 18, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 575,583 common shares as part of settlement agreements | ||
Stock Issued During Period, Shares, New Issues | 575,583 | ||
Transaction #4 | |||
Sale of Stock, Transaction Date | Dec. 4, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 229,600 common shares as part of settlement agreements | ||
Stock Issued During Period, Shares, New Issues | 229,600 | ||
Transaction #5 | |||
Sale of Stock, Transaction Date | Dec. 17, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 675,028 common shares | ||
Stock Issued During Period, Shares, New Issues | 675,028 | ||
Transaction #6 | |||
Sale of Stock, Transaction Date | Jan. 11, 2019 | ||
Sale of Stock, Description of Transaction | Company issued 500,600 common shares to YP Holding, LLC. | ||
Stock Issued During Period, Shares, New Issues | 500,600 | ||
Transaction #7 | |||
Sale of Stock, Transaction Date | Jan. 15, 2019 | ||
Sale of Stock, Description of Transaction | Company issued 53,080 common shares | ||
Stock Issued During Period, Shares, New Issues | 53,080 | ||
Transaction #8 | |||
Sale of Stock, Transaction Date | Feb. 26, 2019 | ||
Sale of Stock, Description of Transaction | Company issued 315,928 common shares | ||
Stock Issued During Period, Shares, New Issues | 315,928 | ||
[1] | Following the Companys determination that 22,500,000 shares issued to GHI Trustees Pty Ltd ATF The Global Health Trust were fraudulently issued and subsequently cancelled by the Board of Directors on August 23, 2019, it has been determined by the Board of Directors that, as these shares were erroneously issued in October 2018, they should be removed from stated results as at February 28, 2019, notwithstanding that the actual cancellation was effected on August 23, 2019. |
8. Preferred Stock (Details)
8. Preferred Stock (Details) - $ / shares | Feb. 28, 2019 | Jan. 11, 2019 | Feb. 28, 2018 | Feb. 18, 2016 | Nov. 04, 2015 |
Series A Preferred Stock | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 2,000,000 | ||||
Series B Preferred Stock | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 2,000,000 | 1,000,000 | 2,000,000 | |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||
Series C Preferred Stock | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 995,600 | |||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||
Preferred Shares Cancelled | 995,600 | ||||
Series D Preferred Stock | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
9. Convertible Promissory Note
9. Convertible Promissory Note (Details) | 12 Months Ended |
Feb. 28, 2019USD ($) | |
Details | |
Debt Instrument, Issuance Date | Jun. 24, 2014 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | Convertible Promissory Note |
Debt Instrument, Face Amount | $ 1,105,000 |
10. Securities Purchase Agree_2
10. Securities Purchase Agreement (Details) - USD ($) | Feb. 28, 2019 | Feb. 18, 2016 | Sep. 17, 2014 | Aug. 29, 2014 |
Securities Purchase Agreement, Gross Proceeds | $ 500,000 | $ 100,000 | ||
Securities Purchase Agreement, Financing Fees | $ 18,000 | $ 52,000 | ||
Series B Preferred Shares | ||||
Preferred Stock, Shares Issued | 1,000,000 |
11. Subsequent Events (Details)
11. Subsequent Events (Details) | 12 Months Ended |
Feb. 28, 2019USD ($)shares | |
Debt Instrument, Description | Convertible Promissory Note |
Debt Instrument, Face Amount | $ | $ 1,105,000 |
Event #1 | |
Subsequent Event, Date | Apr. 2, 2019 |
Subsequent Event, Description | we issued 151,216 common stock shares |
Stock Issued During Period, Shares, New Issues | 151,216 |
Event #2 | |
Subsequent Event, Date | Apr. 25, 2019 |
Subsequent Event, Description | we issued 100,000 common stock shares |
Stock Issued During Period, Shares, New Issues | 100,000 |
Event #3 | |
Subsequent Event, Date | May 1, 2019 |
Subsequent Event, Description | 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 |
Event #4 | |
Subsequent Event, Date | May 9, 2019 |
Subsequent Event, Description | we issued 155,452 common stock shares |
Stock Issued During Period, Shares, New Issues | 155,452 |
Event #5 | |
Subsequent Event, Date | May 24, 2019 |
Subsequent Event, Description | we issued 126,990 common stock shares |
Stock Issued During Period, Shares, New Issues | 126,990 |
Event #6 | |
Subsequent Event, Date | May 30, 2019 |
Subsequent Event, Description | 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 |
Event #7 | |
Subsequent Event, Date | May 30, 2019 |
Subsequent Event, Description | 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 |
Event #8 | |
Subsequent Event, Date | Jun. 17, 2019 |
Subsequent Event, Description | 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”) |
Debt Instrument, Description | a 10% Convertible Promissory Note |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Debt Instrument, Face Amount | $ | $ 220,000 |
Event #9 | |
Subsequent Event, Date | Jun. 24, 2019 |
Subsequent Event, Description | we issued 28,500 common stock shares |
Stock Issued During Period, Shares, New Issues | 28,500 |
Event #10 | |
Subsequent Event, Date | Jun. 24, 2019 |
Subsequent Event, Description | the Board of Directors granted Martin Tindall a temporary leave of absence from his position as Chief Executive Officer |
Event #11 | |
Subsequent Event, Date | Jul. 11, 2019 |
Subsequent Event, Description | the Board of Directors confirmed that Martin Tindall had been arrested and charged with securities fraud in the State of Colorado |
Event #12 | |
Subsequent Event, Date | Jul. 23, 2019 |
Subsequent Event, Description | we issued 92,690 common shares |
Stock Issued During Period, Shares, New Issues | 92,690 |
Event #13 | |
Subsequent Event, Date | Aug. 5, 2019 |
Subsequent Event, Description | Michael Gobel resigned as Director of the Company |
Event #14 | |
Subsequent Event, Date | Aug. 22, 2019 |
Subsequent Event, Description | we issued 40,000 Series B Preferred Shares (the “Preferred Shares”) to entities associated with each of the five members of a Special Committee |
Event #15 | |
Subsequent Event, Date | Aug. 27, 2019 |
Subsequent Event, Description | our Board permanently removed Martin Tindall as our Chief Executive Officer |
Event #16 | |
Subsequent Event, Date | Aug. 27, 2019 |
Subsequent Event, Description | we issued 22,667 common shares |
Stock Issued During Period, Shares, New Issues | 22,667 |
Event #17 | |
Subsequent Event, Date | Nov. 11, 2019 |
Subsequent Event, Description | Constantine and Suzanne Makris were granted a default judgement against the Company |
12. Commitments and Contingen_2
12. Commitments and Contingencies (Details) | 12 Months Ended |
Feb. 28, 2019USD ($) | |
Contingency #1 | |
Loss Contingency, Lawsuit Filing Date | October 29, 2018 |
Loss Contingency, Name of Plaintiff | Gauntlet Holdings, LLC (“Gauntlet”) and NMS Capital Advisors, LLC (“NMS”) |
Loss Contingency, Name of Defendant | us and our then Chief Executive Officer, Martin Tindall |
Loss Contingency, Allegations | breach of contract and fraudulent misrepresentation in connection with an alleged default upon a Secured Promissory Note |
Loss Contingency, Domicile of Litigation | Superior Court of California, Los Angeles-Central District |
Loss Contingency, Recorded Liability | $ 100,000 |
Contingency #2 | |
Loss Contingency, Lawsuit Filing Date | January 30, 2019 |
Loss Contingency, Name of Plaintiff | Terrence Roderick Hannam |
Loss Contingency, Name of Defendant | us |
Loss Contingency, Allegations | breach of contract in connection with an agreement that we would acquire all shares of Silver Holdings, Ltd. |
Loss Contingency, Domicile of Litigation | Supreme Court of Republic of Vanuatu |
Loss Contingency, Actions Taken by Defendant | We have filed a Motion to Dismiss regarding this litigation. |