Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2015 | Jul. 28, 2015 | Aug. 29, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | Phoenix Life Sciences International Limited. | ||
Document Type | 10-K/A | ||
Document Period End Date | Feb. 28, 2015 | ||
Trading Symbol | mjmd | ||
Amendment Flag | true | ||
Amendment Description | Amendment No. 2 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended February 28, 2015, originally filed with the Securities and Exchange Commission on July 29, 2015. We are filing this Amendment to correct our financial statements and to provide all required information as required under Regulation S-X. This Amendment does not change any of the other disclosures contained in the Annual Report on Form 10-K, other than as described above. | ||
Entity Central Index Key | 1,493,212 | ||
Current Fiscal Year End Date | --02-28 | ||
Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 423,927,259 | ||
Entity Public Float | $ 16,885,689 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | No | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2015 | Feb. 28, 2014 |
ASSETS | ||
Cash | $ 9,400 | $ 6,104 |
Accounts receivable | 2,300 | |
Notes receivable, related party | 258,122 | |
Inventory | 1,211,340 | |
Prepaid expenses | 141,664 | |
Total Current Assets | 1,622,826 | 6,104 |
Security deposit | 1,250 | |
Total Assets | 1,624,076 | 6,104 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 409,701 | 10,016 |
Due to related parties | 50,000 | |
Total current liabilities | 459,701 | 10,016 |
Convertible notes payable, net | 194,746 | |
Convertible notes payable, Cannavest | 1,222,027 | |
Derivative liability, Typenex Note | 169,868 | |
Asset retirement obligation | 420 | |
Total Liabilities | 2,046,342 | 10,436 |
STOCKHOLDERS' DEFICIT | ||
Common stock: Authorized: 1,000,000,000 common shares, par value of $0.001 per share, Issued and outstanding: 361,322,812 and 63,000,000 common shares, respectively | 361,323 | 63,000 |
Additional paid-in capital | 17,247,631 | 599,920 |
Accumulated deficit during the development stage | (18,031,220) | (667,252) |
Total Stockholders' Equity (Deficit) | (422,266) | (4,332) |
Total Liabilities and Stockholders' Equity | $ 1,624,076 | $ 6,104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2015 | Feb. 28, 2014 | Aug. 22, 2013 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 |
Common stock, shares issued | 361,322,812 | 63,000,000 | |
Common stock, shares outstanding | 361,322,812 | 63,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 23,549 | |
Cost of Sales | 13,965 | |
Gross Profit | 9,584 | |
Operating expenses | ||
Amortization expense | 707,879 | |
Product development expense | 84,490 | |
Sales and marketing expenses | 397,571 | |
Operations expense | 167,760 | |
General and administrative | 311,338 | |
Professional fees | 678,168 | |
Lease operating expenses | 34,185 | |
Total operating expenses | 2,381,391 | |
Loss before other expenses | (2,371,807) | |
Other income (expense) | ||
Interest Income | 2,687 | |
Interest Expense | (102,083) | |
Loss on impairment of license agreement | (14,168,989) | |
Discount Amortization | (554,630) | |
Gain (loss) on derivative liability | (169,868) | |
Gain (loss) on discontinued operations | 722 | (54,547) |
Total other expense | (14,992,161) | (54,547) |
Net loss | $ (17,363,968) | $ (54,547) |
Basic and diluted loss per common share: | ||
Income (loss) from continuing operations | $ (0.15) | $ 0 |
Income (loss) from discontinued operations | 0 | 0 |
Basic and diluted loss per common share | $ (0.15) | $ 0 |
Weighted average shares outstanding - basic and diluted | 112,955,461 | 63,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock Par Value | Additional paid-in capital | Accumulated deficit during the development stage | Total |
Balance, beginning at Feb. 28, 2013 | $ 7,800 | $ 103,557 | $ (612,705) | $ (501,348) |
Balance, beginning, shares at Feb. 28, 2013 | 7,800,000 | |||
Adjustment for stock split | $ 70,200 | (70,200) | ||
Adjustment for stock split (shares) | 70,200,000 | |||
Cancellation of shares issued to consultant | $ (15,000) | 15,000 | ||
Stock option compensation expense | 551,563 | 551,563 | ||
Net loss for year | (54,547) | (54,547) | ||
Balance, ending at Feb. 28, 2014 | $ 63,000 | 599,920 | (667,252) | $ (4,332) |
Balance, ending, shares at Feb. 28, 2014 | 63,000,000 | 63,000,000 | ||
Issuance of stock for license agreement | $ 276,000 | 14,441,868 | $ 14,717,868 | |
Issuance of stock for license agreement (shares) | 276,000,000 | |||
Issuance of common stock for distribution agreement | $ 200 | 158,800 | 159,000 | |
Issuance of common stock for distribution agreement (shares) | 200,000 | |||
Issuance of common stock for cash | $ 7,107 | 968,818 | 975,925 | |
Issuance of common stock for cash (shares) | 7,106,967 | |||
Issuance of common stock for compensation | $ 5,000 | 195,000 | 200,000 | |
Issuance of common stock for compensation (shares) | 5,000,000 | |||
Issuance of common stock for notes payable | $ 10,016 | 28,484 | 38,500 | |
Issuance of common stock for notes payable (shares) | 10,015,845 | |||
Issuance of common stock warrant | 854,741 | 854,741 | ||
Net loss for year | (17,363,968) | (17,363,968) | ||
Balance, ending at Feb. 28, 2015 | $ 361,323 | $ 17,247,631 | $ (18,031,220) | $ (422,266) |
Balance, ending, shares at Feb. 28, 2015 | 361,322,812 | 361,322,812 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (17,363,968) | $ (54,547) |
Loss from discontinued operations | (722) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 707,879 | |
Non-cash cost of impairment of license agreement | 14,168,989 | |
Non-cash amortization of discount on convertible notes payable | 554,630 | |
Non-cash loss on derivative liability | 169,868 | |
Non-cash stock option compensation | 360,576 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,300) | |
Inventory | (11,340) | |
Prepaid expense and deposits | (1,250) | |
Accounts payable and accruals | 267,829 | |
Net changes in operating assets and liabilities - discontinued operations | (9,218) | |
Net Cash provided by (used for) operating activities - current operations | (1,149,809) | |
Net Cash provided by (used for) operating activities - discontinued operations | 302 | (63,765) |
INVESTING ACTIVITIES: | ||
Related party notes receivable | (258,122) | |
Net Cash Used in Investing Activities - continuing operations | (258,122) | |
Net Cash Used in Investing Activities - discontinued operations | 68,165 | |
FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 385,000 | |
Due to related parties | 50,000 | |
Proceeds from issuance of common shares | 975,925 | |
Net Cash Provided By Financing Activities - continuing operations | 1,410,925 | |
Increase (Decrease) in Cash - continuing operations | 3,296 | 4,400 |
Cash - Beginning of Period - continuing operations | 6,104 | |
Cash - Beginning of Period - discontinued operations | 1,704 | |
Cash - End of Period - continuing operations | 9,400 | $ 6,104 |
Supplemental disclosures | ||
Non-cash issuance of stock for consulting agreements | 500,000 | |
Non-cash issuance of stock for license agreement, related party | 17,000,000 | |
Non-cash issuance of stock for distribution agreement | 172,000 | |
Non-cash issuance of stock for prepaid expenses | 200,000 | |
Non-cash issuance of stock for conversion of debt | 38,500 | |
Non-cash issuance of debt for inventory | $ 1,200,000 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Feb. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, our 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 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. As of July 8, 2015, we have changed our business to only focus on Cannabidiol (CBD) products. CBD is a non-psychotropic cannabinoid that is not restricted as part of the U.S. Controlled Substance Act (CSA), as defined under the 2014 U.S. Farming Bill to be derivatives of the Industrial Hemp plant that contain less than 0.3% tetra-hydro-cannabinol (THC). We will contract out the manufacturing of the products. Phoenix Bio Pharmaceuticals Corporation and other groups may manufacture our products under our license agreement. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation - Basis of Consolidation Use of Estimates - A significant item that requires management’s estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, 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 - Accounts receivable Basic and Diluted Net Loss per Share - Earnings per Share Financial Instruments - Fair Value Measurements and Disclosures Level 1 - Level 2 - Level 3 - 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 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. Comprehensive Loss - Comprehensive Income Stock-based Compensation - Compensation – Stock Based Compensation Equity-Based Payments to Non-Employees We account for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. 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. Expected Volatility. Dividend Yield. Expected Term. Forfeitures. Revenue Recognition – 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 - Reclassifications - |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Feb. 28, 2014 | |
Variable Interest Entity | |
Variable Interest Entity | 3. Variable Interest Entity The Company follows the guidelines in FASB Codification of ASC 810 “ Consolidation” - The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity; - 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; - 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 - The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements. 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 28, 2015. Due to the application of the FASB codification it is management’s opinion that the Company is a VIE under the control of Phoenix Bio Pharmaceuticals and its shared related parties. This is primarily due to the fact that the design of the Company was significantly participated in by related parties of Phoenix Bio Pharmaceuticals and because Phoenix Bio Pharmaceuticals is exclusively dependent upon the Company for the use, sale, and distribution of its products. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Feb. 28, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets 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. Based on Statement of Financial Accounting Standards , “Accounting Changes and Error Corrections” FASB ASC 250, the Company determined that the change in depreciation method from an sales percentage method to a straight-line method is a change in accounting estimate affected by a change in accounting principle. Per FASB ASC 250, a change in accounting estimate affected by a change in accounting principle is to be applied prospectively. The change is considered preferable because the straight-line method will more accurately reflect the pattern of usage and the expected benefits of such assets and provide greater consistency with the depreciation methods used by other companies in the Company’s industry. The net book value of intangible assets acquired prior to September 1, 2014 with useful lives remaining will be depreciated using the straight-line method prospectively. |
License Agreement - Phoenix Bio
License Agreement - Phoenix Bio Pharmaceuticals, Inc. | 12 Months Ended |
Feb. 28, 2014 | |
License Agreement - Phoenix Bio Pharmaceuticals Inc. | |
License Agreement - Phoenix Bio Pharmaceuticals, Inc. | 5. License Agreement - Phoenix Bio Pharmaceuticals, Inc. 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 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. The Company will begin to amortize the value of the license agreement upon the first sale in one of the two countries covered by the license, and will continue to amortize over the life of the license agreement. On February 28, 2015, the Company has evaluated the value of the license agreement and has recorded an impairment loss in the amount of $2,000,000 reducing the book value of the license to $2,000,000. 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 a 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 for vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology, suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any products or active ingredients sourced through Phoenix Bio Pharm affiliates 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 license agreement, on July 8, 2015 the Company has authorized 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 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. Subsequently as the Company has failed to meet projected cash flows which underpin the valuation model of the License Agreement, the Company in conjunction with its auditors 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 $2,282,132. |
Distribution Agreement - Go Kus
Distribution Agreement - Go Kush, Inc. | 12 Months Ended |
Feb. 28, 2014 | |
Distribution Agreement - Go Kush Inc. | |
Distribution Agreement - Go Kush, Inc. | 6. Distribution Agreement – Go Kush, Inc. 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. As of February 28, 2015, the Company has recorded $17,200 of amortization expense related to this distribution agreement. However the Company was not paid for any sales and as such the Company in conjunction with its auditors determined that there is no value in the distribution agreement. Accordingly an impairment of $141,800 of the distribution agreement has been made and paid-in capital has been reduced by $13,000. |
Cannavest, Inc.
Cannavest, Inc. | 12 Months Ended |
Feb. 28, 2014 | |
Short-term Debt, Other Disclosures [Abstract] | |
Cannavest, Inc. | 7. CannaVest, Inc. 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 recorded the expense related to the warrants as stock based compensation. |
MediHoldings, Inc.
MediHoldings, Inc. | 12 Months Ended |
Feb. 28, 2014 | |
Mediholdings Inc. | |
MediHoldings, Inc. | 8. MediHoldings, Inc. On March 17, 2014, MediHoldings, Inc. (“MediHoldings”), a Colorado corporation, was formed as a wholly-owned subsidiary of the Company. |
MediSales (CA), Inc.
MediSales (CA), Inc. | 12 Months Ended |
Feb. 28, 2014 | |
Medisales Ca Inc. | |
MediSales (CA), Inc. | 9. MediSales (CA), Inc. On June 27, 2014, MediSales (CA), Inc. (“MediSales”), a California corporation, was formed as a wholly-owned subsidiary of the Company. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Feb. 28, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 10. Discontinued Operations On March 1, 2014, the Company discontinued its prior operations as an oil and gas company and began its operations as a sales and distribution company focused on cannabinoid infused products for the treatment of medical conditions. The statements for the year ended February 28, 2014 have been adjusted to reflect the accounting treatment related to the discontinued operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions 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 an Executive Director of Kronos. Mr. Tindall serves as Interim CEO and a Director of Phoenix Pharms Capital Corporation. Mr. Tindall also serves as a director of Phoenix Bio Pharmaceuticals Corporation. Kronos International Investments Ltd. (“Kronos”) Sublease Agreement Advisory Services Phoenix Bio Pharmaceuticals, Inc. (“Phoenix Bio Pharm”) License Agreement 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. The Company will begin to amortize the value of the license agreement upon the first sale in one of the two countries covered by the license, and will continue to amortize over the life of the license agreement. On February 28, 2015, the Company has evaluated the value of the license agreement and has recorded an impairment loss in the amount of $2,000,000 reducing the book value of the license to $2,000,000. 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 a 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 for vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology, suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any products or active ingredients sourced through Phoenix Bio Pharm affiliates 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 license agreement, on July 8, 2015 the Company has authorized 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 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. Related Party Loan Product Development Phoenix Pharms Capital Corporation (“Phoenix Pharms”) Loan Funding Expense pass-through Related Party Loan New Product Development Agreement Russell Stone: Mr. Russell Stone, the Company’s Chief Operating Officer, holds less than 5% of the outstanding common shares of Phoenix Pharms Capital Corporation indirectly through a trust. Lewis “Spike” Humer Mr. Humer is the interim Chief Executive Officer and a director of the Company. Mr. Humer is a director of Phoenix Pharms Capital Corporation and Phoenix Bio Pharmaceuticals Corporation. Previously, Mr. Humer served as CEO of Phoenix Bio Pharmaceuticals and CEO 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 $15,000 and has accrued a related party payable to Mr. Humer of $61,760. |
Common Stock
Common Stock | 12 Months Ended |
Feb. 28, 2014 | |
Common Stock | |
Common Stock | 12. Common Stock The Company has authorized 1,000,000,000 shares of its common stock, $0.001 par value. On February 28, 2015, there were 361,322,812 shares of common stock issued and outstanding 53,000,000 shares of common stock reserved for issuance. Effective August 23, 2013, the Company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized, issued and outstanding shares of common stock on a 10 new for 1 old basis and, consequently, an increase to our authorized share capital from 100,000,000 to 1,000,000,000 common shares, with a par value of $0.001 per share. On February 27, 2014, the Company issued 5,000,000 shares to its Chief Executive Officer, who agreed to retire the 5,000,000 common shares and return them to the unissued, authorized common shares of the Company in exchange for a stock option. On March 13, 2014, the Company issued 200,000 shares of its restricted common stock to GoKush, Inc. as described in Note 5. On July 1, 2014, these restricted shares were issued. On March 14, 2014, the Company issued 26,000,000 shares of its restricted common stock to Phoenix Bio Pharm as described in Note 5. On July 1, 2014, these restricted shares were issued. On January 23, 2015, the Company issued 250,000,000 shares of its restricted common stock to Phoenix Bio Pharm as described in Note 5. During the year ended February 28, 2015, the Company sold 440,330 shares of its restricted common stock to accredited investors for consideration for proceeds of $375,925. On December 9, 2014, the Company issued 5,000,000 shares of its common stock as compensation under two consulting agreements, each for one-year of marketing services. The Company values the issuance of shares at $119,666, which will be amortized over the twelve months beginning November 2014 to October 2015. On December 16, 2014, the Company issued 6,666,667 shares of its common stock to YP Holdings for $600,000 under a Securities Purchase Agreement as discussed below. Between January 15, 2015 and February 28, 2015, the Company issued 10,015,845 shares of common stock to Typenex from the conversion of a total principal amount of $38,500 under a Convertible Notes Agreement as discussed in Note 14 below. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Feb. 28, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Options | 13. Common Stock Options 2014 Stock Awards Plan Effective February 27, 2014, the Company’s former CEO and Director was granted incentive stock options to purchase 5,000,000 common shares of the Company at $0.34 per common share valued at $551,363. Immediately upon the grant of the option, options to purchase 2,500,000 common shares vested. The option to purchase the remaining 2,500,000 common shares shall vest in equal amounts over the next three years ending February 27, 2017. As of February 18, 2015, the unvested options totaling 2,500,000 were cancelled upon resignation by the holder. The remaining 2,500,000 vested options are exercisable until February 17, 2016. The following table describes stock options outstanding and exercisable at February 28, 2015: Options Outstanding and Exercisable Options Outstanding Options Exercisable Range of Exercise Prices Number Price Life Number Price Life $ 0.34 2,500,000 $ 0.34 5 2,500,000 $ 0.34 5 5,000,000 2,500,000 |
Convertible Promissory Note
Convertible Promissory Note | 12 Months Ended |
Feb. 28, 2014 | |
Convertible Promissory Note | |
Convertible Promissory Note | 14. Convertible Promissory Note 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 $61,389 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 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 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 Date of Notice Principal Market Price* Common Stock issued January 15, 2015 $ 20,000 $ 0.00712 2,808,989 February 5, 2015 $ 18,500 $ 0.00257 7,206,856 Total $ 38,500 10,015,845 *Market Price as defined by the Typenex Note |
Promissory Note
Promissory Note | 12 Months Ended |
Feb. 28, 2014 | |
Promissory Note | |
Promissory Note | 15. Promissory 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. |
Securities Purchase Agreement
Securities Purchase Agreement | 12 Months Ended |
Feb. 28, 2014 | |
Securities Purchase Agreement | |
Securities Purchase Agreement | 16. 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 will issue 6,666,667 common shares and 13,333,334 warrants to the purchasers. On August 29, 2014 and September 17, 2014, 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. Additionally, on September 16, 2014, the Company issued warrants to purchase 533,333 common shares to consultants for services rendered. The warrants expire five years from the date of issuance and are exercisable for $0.20 per share. The Company has valued these warrants using the Black Scholes option pricing model and has recorded expense related to the issuance of these warrants totaling $104,578 during the year ended February 28, 2015. |
Corrections To Prior Financials
Corrections To Prior Financials As Filed | 12 Months Ended |
Feb. 28, 2014 | |
Prior Period Adjustment [Abstract] | |
Corrections To Prior Financials As Filed | 17. Corrections to Prior Financials As Filed Due to a change in auditors and a subsequent review of the accounting treatment surrounding the Typenex Notes, there were corrections of expenses related to the Derivative Liability and Beneficial Conversion Feature recorded on the Typenex Notes for the year ended February 28, 2015. In addition, the carrying value of a Licence Agreement with Phoenix Bio Pharma and the Distribution agreement with Go Kush, Inc was written back to zero. The table below for the shows the effects on Net loss, earnings per share, and accumulated deficit for each of the periods. Item Period Net Loss Earnings Per Share Accumulated Deficit Typenex Note Year Ended February 28, 2015 205,522 (0.00) 205,522 Phoenix Bio Pharma Year Ended February 28, 2015 5,514,189 (0.05) 7,166,667 Go Kush, Inc Year Ended February 28, 2015 141,800 (0.00) 154,800 Accounts Payable Year Ended February 28, 2015 157,167 (0.00) 165,000 Amendment to Amortisation Year Ended February 28, 2015 (642,654) Total Year Ended February 28, 2015 5,376,024 (0.06) 7,691,989 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Notice of Conversion Date of Notice Principal Market Price* Conversion Shares True Up Shares Total Shares Issued March 2, 2015 $ 14,000 $ 0.001393 10,050,257 — 10,050,251 March 31, 2015 — — — 22,045,006 22,045,006 May 14, 2015 $ 15,000 $ 0.000715 20,979,021 9,530,169 30,509,109 Total $ 29,000 31,029,272 31,575,175 62,604,447 *Market Price as defined by the Typenex Note |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - |
Basis of Consolidation | Basis of Consolidation |
Use of Estimates | Use of Estimates - A significant item that requires management’s estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, 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 | Cash and cash equivalents - |
Accounts Receivable | Accounts receivable |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share - Earnings per Share |
Financial Instruments | Financial Instruments - Fair Value Measurements and Disclosures Level 1 - Level 2 - Level 3 - 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 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 | 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. |
Comprehensive Income | Comprehensive Loss - Comprehensive Income |
Stock-based Compensation | Stock-based Compensation - Compensation – Stock Based Compensation Equity-Based Payments to Non-Employees We account for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. 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. Expected Volatility. Dividend Yield. Expected Term. Forfeitures. |
Revenue Recognition | Revenue Recognition – 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 — shipping and handling costs are included in cost of sales in the Statements of Operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - |
Reclassifications | Reclassifications - |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Feb. 28, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options outstanding and exercisable | The following table describes stock options outstanding and exercisable at February 28, 2015: Options Outstanding and Exercisable Options Outstanding Options Exercisable Range of Exercise Prices Number Price Life Number Price Life $ 0.34 2,500,000 $ 0.34 5 2,500,000 $ 0.34 5 5,000,000 2,500,000 |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 12 Months Ended |
Feb. 28, 2014 | |
Convertible Promissory Note Tables Abstract | |
Schedule of conversion activity of debt | The table below lists the conversion activity and the shares of common stock issued pursuant to each conversion: Date of Notice Principal Market Price* Common Stock issued January 15, 2015 $ 20,000 $ 0.00712 2,808,989 February 5, 2015 $ 18,500 $ 0.00257 7,206,856 Total $ 38,500 10,015,845 *Market Price as defined by the Typenex Note |
Corrections To Prior Financia_2
Corrections To Prior Financials As Filed (Tables) | 12 Months Ended |
Feb. 28, 2014 | |
Prior Period Adjustment [Abstract] | |
Schedule of effects on Net loss, earnings per share, and accumulated deficit for each of the periods | The table below for the shows the effects on Net loss, earnings per share, and accumulated deficit for each of the periods. Item Period Net Loss Earnings Per Share Accumulated Deficit Typenex Note Year Ended February 28, 2015 205,522 (0.00) 205,522 Phoenix Bio Pharma Year Ended February 28, 2015 5,514,189 (0.05) 7,166,667 Go Kush, Inc Year Ended February 28, 2015 141,800 (0.00) 154,800 Accounts Payable Year Ended February 28, 2015 157,167 (0.00) 165,000 Amendment to Amortisation Year Ended February 28, 2015 (642,654) Total Year Ended February 28, 2015 5,376,024 (0.06) 7,691,989 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | |
Schedule of conversion of noteholders and shares issued | The table below lists the conversion activity and the shares of common stock issued pursuant to each conversion and shares issued: Date of Notice Principal Market Price* Conversion Shares True Up Shares Total Shares Issued March 2, 2015 $ 14,000 $ 0.001393 10,050,257 — 10,050,251 March 31, 2015 — — — 22,045,006 22,045,006 May 14, 2015 $ 15,000 $ 0.000715 20,979,021 9,530,169 30,509,109 Total $ 29,000 31,029,272 31,575,175 62,604,447 *Market Price as defined by the Typenex Note |
License Agreement - Phoenix B_2
License Agreement - Phoenix Bio Pharmaceuticals, Inc. (Details Narrative) - USD ($) | Jul. 08, 2015 | Jan. 05, 2015 | Mar. 14, 2014 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Shares issued for agreement | $ 159,000 | ||||||
Impairment of license agreement | 14,168,989 | ||||||
Subsequent Event [Member] | |||||||
Impairment of license agreement | $ 14,014,189 | ||||||
Reduction in paid in capital for impairment | $ (2,282,132) | ||||||
Additional License Agreement [Member] | |||||||
License Agreement | $ 2,000,000 | $ 2,000,000 | 2,000,000 | ||||
License Agreement [Member] | |||||||
License Agreement | 6,500,000 | 6,500,000 | $ 6,500,000 | ||||
Phoenix Bio Pharm [Member] | Subsequent Event [Member] | |||||||
Common stock held by licensee | 276,000,000 | ||||||
Phoenix Bio Pharm [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Number of shares to be received in exchange for common stock held | 2,000,000 | ||||||
Preferred stock, par value | $ .0001 | ||||||
Convertible preferred stock, conversion basis | 100 | ||||||
Preferred return value of preferred shares | $ 100 | ||||||
Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | |||||||
Shares issued for agreement (shares) | 250,000,000 | ||||||
Shares issued for agreement | $ 4,000,000 | ||||||
Term of the agreement | 10 years | ||||||
Useful life | 10 years | ||||||
Issuance price per share | $ .016 | ||||||
Value of stock issuance over market value of license agreement (percent) | 33.00% | ||||||
Impairment of license agreement | $ 2,000,000 | ||||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | |||||||
Shares issued for agreement (shares) | 26,000,000 | ||||||
Shares issued for agreement | $ 13,000,000 | ||||||
Amortization expenses | 1,300,000 | ||||||
Term of the agreement | 10 years | ||||||
Useful life | 10 years | ||||||
Impairment of license agreement | $ 6,500,000 |
Distribution Agreement - Go K_2
Distribution Agreement - Go Kush, Inc. (Details Narrative) - USD ($) | Mar. 13, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Shares issued for agreement | $ 159,000 | |||
Impairment of agreement | $ 14,168,989 | |||
Distribution Agreement [Member] | ||||
Shares issued for agreement (shares) | 200,000 | |||
Shares issued for agreement | $ 172,000 | |||
Amortization expenses | $ 17,200 | |||
Term of agreement | 10 years | |||
Impairment of agreement | 141,800 | |||
Reduction in paid in capital for impairment | $ (13,000) |
Cannavest, Inc. (Details Narrat
Cannavest, Inc. (Details Narrative) - USD ($) | 2 Months Ended | ||
Feb. 28, 2015 | Jan. 06, 2015 | Dec. 23, 2014 | |
Warrant [Member] | |||
Number of common shares for issued warrants | 20,000,000 | ||
Exercise price | $ 0.02 | ||
Stockbased compensation expense | $ 197,663 | ||
Convertible Promissory Notes [Member] | |||
Debt amount | $ 1,200,000 | ||
Interest rate | 10.00% | ||
Conversion price per common share | $ .02 | ||
Raw materials inventory to be acquired | $ 1,200,000 | ||
Default interest rate | 12.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 18, 2014 | Mar. 14, 2014 | Mar. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Shares issued for agreement | $ 159,000 | ||||||
Loans made to related parties | 258,122 | ||||||
Principal payments of related party loan | 50,000 | ||||||
Phoenix Pharms [Member] | |||||||
Interest rate | 8.80% | ||||||
Loans made to related parties | $ 85,000 | ||||||
Advances repaid of related party loan | 10,029 | ||||||
Due to related party | $ 0 | $ 0 | 0 | ||||
Expenses invoiced from related party | 30,421 | ||||||
Due from related party loan | 61,262 | 61,262 | 61,262 | ||||
Due from related party | 2,687 | 2,687 | 2,687 | ||||
Principal payments of related party loan | 26,425 | ||||||
Cash payments of related party loan | 15,900 | ||||||
Expense offset against related party loan | 10,525 | ||||||
Phoenix Pharms [Member] | New Product Development Agreement [Member] | |||||||
Monthly agreement payment | 16,000 | ||||||
Advisory service fees | $ 64,000 | ||||||
Term of the agreement | 4 months | ||||||
Kronos [Member] | |||||||
Lease term | 4 years | ||||||
Monthly rent expense | $ 2,500 | ||||||
Rent expenses | 21,500 | ||||||
(Increase) Decrease in security deposit | 1,250 | ||||||
Advisory service fees | $ 10,000 | 120,000 | |||||
Phoenix Bio Pharm [Member] | |||||||
Loans made to related parties | 197,860 | ||||||
Product development expense | 15,000 | ||||||
Due from related party loan | $ 54,234 | ||||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | |||||||
Shares issued for agreement (shares) | 26,000,000 | ||||||
Shares issued for agreement | $ 13,000,000 | ||||||
Amortization expenses | 1,300,000 | ||||||
Term of the agreement | 10 years | ||||||
Useful life | 10 years | ||||||
Russell Stone - CEO [Member] | Maximum [Member] | |||||||
Ownership interest of Company | 5.00% | ||||||
Mr. Humer - Director [Member] | |||||||
Monthly agreement payment | 1,500 | ||||||
Consulting fee | 15,000 | ||||||
Due to related party | $ 61,760 | $ 61,760 | $ 61,760 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Mar. 13, 2015 | Jan. 05, 2015 | Dec. 16, 2014 | Dec. 09, 2014 | Mar. 14, 2014 | Feb. 27, 2014 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | Aug. 22, 2013 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 361,322,812 | 361,322,812 | 63,000,000 | |||||||
Common stock, shares outstanding | 361,322,812 | 361,322,812 | 63,000,000 | |||||||
Common stock reserved for issuance | 53,000,000 | 53,000,000 | ||||||||
Issuance of common stock for cash | $ 975,925 | |||||||||
Restricted Common Stock [Member] | ||||||||||
Issuance of common stock for cash | $ 375,925 | |||||||||
Issuance of common stock for cash (shares) | 440,330 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
Shares issued upon conversion of convertible debt (shares) | 10,015,845 | |||||||||
Prinicpal amount of debt converted | $ 38,500 | |||||||||
Consutling Agreement [Member] | ||||||||||
Shares issued for consulting services (shares) | 5,000,000 | |||||||||
Shares issued for consulting services | $ 119,666 | |||||||||
Securities Agreement [Member] | ||||||||||
Shares issued for agreement (shares) | 13,333,334 | |||||||||
Issuance of common stock for cash | $ 600,000 | |||||||||
Issuance of common stock for cash (shares) | 6,666,667 | |||||||||
Distribution Agreement [Member] | ||||||||||
Shares issued for agreement (shares) | 200,000 | |||||||||
Russell Stone - CEO [Member] | ||||||||||
Issuance of shares | 5,000,000 | |||||||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | ||||||||||
Shares issued for agreement (shares) | 26,000,000 | |||||||||
Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | ||||||||||
Shares issued for agreement (shares) | 250,000,000 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - 2014 Stock Awards Plan [Member] - USD ($) | Feb. 18, 2015 | Feb. 27, 2014 | Feb. 28, 2015 | Jun. 04, 2014 |
Authorized common shares to grant under plan | 10,000,000 | |||
Number of options unvested, end period | 2,500,000 | |||
Former CEO [Member] | ||||
Stock options granted | 5,000,000 | |||
Exercise price of options granted | $ 0.34 | |||
Value of stock options granted | $ 551,363 | |||
Number of options vested | 2,500,000 | |||
Vesting term of options | 3 years | |||
Number of options unvested, end period | 2,500,000 | |||
Stock options cancelled | 2,500,000 | |||
Number of options vested and exerciseable options | 2,500,000 |
Common Stock Options (Details)
Common Stock Options (Details) - 2014 Stock Awards Plan [Member] | 12 Months Ended |
Feb. 28, 2015$ / sharesshares | |
Stock options Outstanding, end | shares | 2,500,000 |
Stock options Outstanding, exercise price | $ / shares | $ .34 |
Life of stock options, outstanding | 5 years |
Stock options Exercisable, end | shares | 2,500,000 |
Stock options Exercisable, exercise price | $ / shares | $ .34 |
Life of stock options, exercisable | 5 years |
Convertible Promissory Note (De
Convertible Promissory Note (Details Narrative) - USD ($) | Feb. 12, 2015 | Jun. 24, 2014 | Nov. 30, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Jan. 28, 2015 | Jan. 24, 2015 | Jan. 09, 2015 | Dec. 16, 2014 | Sep. 17, 2014 |
Proceeds from notes payable | $ 385,000 | |||||||||
Common stock reserved for conversion of debt | 53,000,000 | |||||||||
Derivative liability | $ 169,868 | |||||||||
Non-cash amortization of discount on convertible notes payable | $ 554,630 | |||||||||
Securities Agreement [Member] | Minimum [Member] | ||||||||||
Ownership interest of Company | 4.99% | |||||||||
Securities Agreement [Member] | Maximum [Member] | ||||||||||
Ownership interest of Company | 9.99% | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | ||||||||||
Debt amount | $ 1,105,000 | $ 890,000 | ||||||||
Conversion price per common share | $ 1 | |||||||||
Original issue discount | $ 20,000 | 85,000 | ||||||||
Number of tranches | 11 | |||||||||
Proceeds from notes payable | $ 150,000 | |||||||||
Membership interest pledged | 40.00% | |||||||||
Warrant issued fair value | $ 552,500 | |||||||||
Debt installment amount | $ 61,339 | |||||||||
Number of consecutive trading days | 20 days | |||||||||
Conversion price equals average closing bid price (percent) | 70.00% | |||||||||
Share price | $ 0.35 | |||||||||
Conversion price reduction due to closing bid price (percent) | 65.00% | |||||||||
Conversion price reduction due to availability of common stock (percent) | 5.00% | |||||||||
Prepayment premium (percent) | 125.00% | |||||||||
Late fee for failure to deliver shares | $ 500 | |||||||||
Late fee applicable lender conversion share value (percent) | 2.00% | |||||||||
Maximum late fee applicable lender conversion share value (percent) | 200.00% | |||||||||
Default interest rate | 22.00% | |||||||||
Major default rate of conversion eligible balance (percent) | 15.00% | |||||||||
Minor default rate of conversion eligible balance (percent) | 5.00% | |||||||||
Number of trading days from coversion date | 23 days | |||||||||
Outstanding debt amount | $ 218,028 | |||||||||
Amount of penalty waived | $ 26,755 | |||||||||
Derivative liability | $ 230,932 | |||||||||
Proceeds from notes payable, net | 135,000 | |||||||||
Financing costs | 15,000 | |||||||||
Interest expense - debt | 7,725 | |||||||||
Non-cash amortization of discount on convertible notes payable | $ 554,413 | |||||||||
Costs payable under agreement | $ 5,000 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Notice #1 [Member] | ||||||||||
Debt amount | $ 1,100,000 | |||||||||
Default penalty of outstanding balance (percent) | 115.00% | |||||||||
Outstanding debt amount | $ 239,484 | |||||||||
Common stock reserved for conversion of debt | 50,925,000 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Minimum [Member] | ||||||||||
Ownership interest of Company | 4.99% | |||||||||
Market capitalization under agreement | $ 10,000,000 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Maximum [Member] | ||||||||||
Ownership interest of Company | 9.99% | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Tranche [Member] | ||||||||||
Debt amount | $ 85,000 | |||||||||
Interest rate | 10.00% | |||||||||
Original issue discount | $ 8,500 | |||||||||
Debt term | 23 months |
Convertible Promissory Note (_2
Convertible Promissory Note (Details) - USD ($) | 2 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2015 | ||
Notice #1 [Member] | |||
Date of Notice | Jan. 1, 2015 | ||
Debt principal amount | $ 20,000 | ||
Market Price | [1] | $ 0.00712 | |
Common Stock Issued (shares) | 2,808,989 | ||
Notice #2 [Member] | |||
Date of Notice | Feb. 5, 2015 | ||
Debt principal amount | $ 18,500 | ||
Market Price | [1] | $ 0.00257 | |
Common Stock Issued (shares) | 7,206,856 | ||
Total [Member] | |||
Debt principal amount | $ 38,500 | ||
Common Stock Issued (shares) | 10,015,845 | ||
[1] | Market Price as defined by Typenex Note |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - Promissory Note [Member] - USD ($) | Aug. 29, 2014 | Nov. 30, 2014 |
Debt amount | $ 100,000 | |
Interest rate | 12.00% | |
Debt term | 60 days | |
Financing fees | $ 18,000 |
Securities Purchase Agreement (
Securities Purchase Agreement (Details Narrative) - USD ($) | Dec. 16, 2014 | Sep. 17, 2014 | Aug. 29, 2014 | Feb. 28, 2015 | Jan. 06, 2015 | Jun. 24, 2014 | Feb. 28, 2014 | Aug. 22, 2013 |
Shares issued for agreement | $ 159,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Warrant [Member] | ||||||||
Exercise price | $ 0.02 | |||||||
Securities Agreement [Member] | ||||||||
Shares issued for agreement (shares) | 13,333,334 | |||||||
Shares issued for agreement | $ 600,000 | |||||||
Proceeds from issuance of purchasing units | $ 100,000 | $ 500,000 | ||||||
Financing fees | $ 52,000 | $ 18,000 | ||||||
Liquidated damages first 30 days (percent) | 3.00% | |||||||
Liquidated damages subsequent 30 days (percent) | 2.00% | |||||||
Securities Agreement [Member] | Minimum [Member] | ||||||||
Ownership interest of Company | 4.99% | |||||||
Securities Agreement [Member] | Maximum [Member] | ||||||||
Ownership interest of Company | 9.99% | |||||||
Securities Agreement [Member] | Typenex Note [Member] | ||||||||
Unit price (per unit) | $ 0.35 | |||||||
Warrant issued fair value | $ 552,500 | |||||||
Costs payable under agreement | $ 5,000 | |||||||
Securities Agreement [Member] | Typenex Note [Member] | Minimum [Member] | ||||||||
Ownership interest of Company | 4.99% | |||||||
Securities Agreement [Member] | Typenex Note [Member] | Maximum [Member] | ||||||||
Ownership interest of Company | 9.99% | |||||||
Securities Agreement [Member] | Purchasing Unit [Member] | ||||||||
Unit price (per unit) | $ 0.09 | |||||||
Number of common shares per unit | 1 | |||||||
Number of warrants per unit | 2 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Warrant term | 5 years | |||||||
Exercise price | $ 0.20 | |||||||
Costs payable under agreement | $ 20,000 | |||||||
Consutling Agreement [Member] | Warrant [Member] | ||||||||
Warrant term | 5 years | |||||||
Exercise price | $ 0.20 | |||||||
Issuance of warrants | $ 104,578 | |||||||
Number of warrants issued for services | 533,333 |
Corrections To Prior Financia_3
Corrections To Prior Financials As Filed (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Net loss | $ (17,363,968) | $ (54,547) |
Earnings per share | $ (0.15) | $ 0 |
Accumulated deficit | $ (18,031,220) | $ (667,252) |
Adjustments for Corrections [Member] | ||
Net loss | $ 5,376,024 | |
Earnings per share | $ (0.06) | |
Accumulated deficit | $ 7,691,989 | |
Adjustments for Corrections [Member] | Amortization Expense [Member] | ||
Net loss | (642,654) | |
Adjustments for Corrections [Member] | Accounts Payable [Member] | ||
Net loss | $ 157,167 | |
Earnings per share | $ 0 | |
Accumulated deficit | $ 165,000 | |
Adjustments for Corrections [Member] | Distribution Agreement [Member] | ||
Net loss | $ 141,800 | |
Earnings per share | $ 0 | |
Accumulated deficit | $ 154,800 | |
Adjustments for Corrections [Member] | Phoenix Bio Pharm [Member] | ||
Net loss | $ 5,514,189 | |
Earnings per share | $ (.05) | |
Accumulated deficit | $ 7,166,667 | |
Adjustments for Corrections [Member] | Typenex Note [Member] | ||
Net loss | $ 205,522 | |
Earnings per share | $ 0 | |
Accumulated deficit | $ 205,522 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | 5 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2015 | Jul. 30, 2015 | ||
Notice #1 [Member] | ||||
Date of Notice | Jan. 1, 2015 | |||
Debt principal amount | $ 20,000 | |||
Market Price | [1] | $ 0.00712 | ||
Common Stock Issued (shares) | 2,808,989 | |||
Notice #2 [Member] | ||||
Date of Notice | Feb. 5, 2015 | |||
Debt principal amount | $ 18,500 | |||
Market Price | [1] | $ 0.00257 | ||
Common Stock Issued (shares) | 7,206,856 | |||
Total [Member] | ||||
Debt principal amount | $ 38,500 | |||
Common Stock Issued (shares) | 10,015,845 | |||
Subsequent Event [Member] | Notice #1 [Member] | ||||
Date of Notice | Mar. 2, 2015 | |||
Debt principal amount | $ 14,000 | |||
Market Price | $ .001393 | |||
Conversion shares | 10,050,251 | |||
Common Stock Issued (shares) | 10,050,251 | |||
Subsequent Event [Member] | Notice #2 [Member] | ||||
Date of Notice | Mar. 31, 2015 | |||
True up shares | 22,045,006 | |||
Common Stock Issued (shares) | 22,045,006 | |||
Subsequent Event [Member] | Notice #3 [Member] | ||||
Date of Notice | May 14, 2015 | |||
Debt principal amount | $ 15,000 | |||
Market Price | $ .000715 | |||
Conversion shares | 20,979,021 | |||
True up shares | 9,530,169 | |||
Common Stock Issued (shares) | 30,509,109 | |||
Subsequent Event [Member] | Total [Member] | ||||
Debt principal amount | $ 29,000 | |||
Conversion shares | 31,029,272 | |||
True up shares | 31,575,175 | |||
Common Stock Issued (shares) | 62,604,447 | |||
[1] | Market Price as defined by Typenex Note |