Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2015 | Jan. 31, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | Phoenix Life Sciences International Limited. | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 0001493212 | |
Current Fiscal Year End Date | --02-29 | |
Entity Common Stock, Shares Outstanding | 32,234,654 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 |
ASSETS | ||
Cash | $ 2,425 | $ 9,400 |
Accounts receivable | 2,300 | |
Notes receivable, related party | 250,184 | 258,122 |
Inventory | 1,194,106 | 1,211,340 |
Prepaid inventory | 141,664 | |
Total Current Assets | 1,446,715 | 1,622,826 |
Security deposit | 1,250 | |
Total Assets | 1,446,715 | 1,624,076 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 562,837 | 409,701 |
Due to related parties | 161,250 | 50,000 |
Total current liabilities | 724,087 | 459,701 |
Convertible notes payable, net | 180,113 | 194,746 |
Convertible notes payable, Cannavest | 1,280,148 | 1,222,027 |
Derivative liability, Typenex Note | 151,529 | 169,868 |
Total Liabilities | 2,335,877 | 2,046,342 |
STOCKHOLDERS' DEFICIT | ||
Common stock: Authorized: 1,000,000,000 common shares, par value of $0.001 per share; Issued and outstanding: 50,171 and 361,322,812 common shares, respectively | 50 | 361,323 |
Additional paid-in capital | 17,705,254 | 17,247,631 |
Accumulated deficit during the development stage | (18,594,466) | (18,031,220) |
Total Stockholders' Equity (Deficit) | (889,162) | (422,266) |
Total Liabilities and Stockholders' Equity | $ 1,446,715 | $ 1,624,076 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2015 | Oct. 22, 2015 | Feb. 28, 2015 | Aug. 23, 2013 | 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 | 990,000,000 | 99,000,000 | |
Common stock, shares issued | 50,171 | 361,322,812 | |||
Common stock, shares outstanding | 50,171 | 45,935 | 361,322,812 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 17,936 | $ 18,410 | $ 20,716 | |
Cost of Sales | 9,144 | 5,933 | 10,694 | |
Gross Profit | 8,792 | 12,477 | 10,022 | |
Operating expenses | ||||
Amortization expense | 650,250 | 650,250 | ||
Product development expense | 65,356 | 100,000 | 80,356 | |
Sales and marketing expenses | $ 200 | 51,788 | 14,953 | 199,710 |
Operations expense | 1,304 | 46,162 | 3,049 | 146,399 |
General and administrative | 1,147 | 109,419 | 31,615 | 168,450 |
Professional fees | 93,508 | 266,216 | 311,220 | 437,945 |
Lease operating expenses | 11,685 | 7,500 | 26,685 | |
Total operating expenses | 96,159 | 1,200,876 | 468,337 | 1,709,795 |
Loss before other expenses | (96,159) | (1,192,084) | (455,860) | (1,699,773) |
Other income (expense) | ||||
Interest Income | 969 | 1,264 | 3,062 | 1,264 |
Interest Expense | (45,868) | (4,466) | (132,008) | (7,756) |
Debt issue costs | (7,830) | |||
Discount Amortization | (10,804) | (2,610) | (56,953) | (557,023) |
Gain (loss) on derivative liability | (8,194) | 86,343 | ||
Gain (loss) on discontinued operations | 722 | |||
Total other expense | (63,897) | (5,812) | (107,286) | (562,793) |
Net loss | $ (160,056) | $ (1,197,896) | $ (563,246) | $ (2,262,566) |
Basic and diluted loss per common share: | ||||
Income (loss) from continuing operations | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Income (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Basic and diluted loss per common share | $ 0 | $ 0.01 | $ 0 | $ 0.03 |
Weighted average shares outstanding - basic and diluted | 258,030,222 | 89,410,000 | 364,290,048 | 77,650,803 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (563,246) | $ (2,262,566) |
Loss from discontinued operations | (722) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 650,250 | |
Non-cash amortization of discount on convertible notes payable | 54,000 | 557,022 |
Non-cash interest expense on convertible notes payable | 7,725 | |
Non-cash stock option compensation | 112,914 | |
Debt issuance costs | 10,828 | 20,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,300 | (3,180) |
Deposit | 1,250 | |
Inventory | (13,611) | |
Prepaid expense and deposits | 141,664 | (209,110) |
Accounts payable and accruals | 169,538 | 147,223 |
Net Cash provided by (used for) operating activities - current operations | (183,666) | (994,055) |
Net Cash provided by (used for) operating activities - discontinued operations | 302 | |
Net Cash flow from operating activities | (183,666) | (993,753) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Related party notes receivable | 8,770 | (80,244) |
Net Cash Used in Investing Activities - continuing operations | 8,770 | (80,244) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 42,350 | 135,000 |
Due to related parties | 125,571 | |
Proceeds from issuance of common shares | 975,925 | |
Net Cash Provided By Financing Activities - continuing operations | 167,921 | 1,110,925 |
Increase (Decrease) in Cash - continuing operations | (6,975) | 36,626 |
Increase (Decrease) in Cash - discontinued operations | 302 | |
Increase (Decrease) in Cash | 9,400 | 36,928 |
Cash - Beginning of Period - continuing operations | 9,400 | 6,104 |
Cash - End of Period - continuing operations | 2,425 | 43,032 |
Supplemental disclosures | ||
Non-cash issuance of stock for consulting agreements | 200,000 | |
Non-cash issuance of stock for license agreement, related party | 13,000,000 | |
Non-cash issuance of stock for distribution agreement | $ 172,000 | |
Non-cash issuance of stock for conversion of debt | $ 54,000 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Nov. 30, 2015 | |
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 March 8, 2017 the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company changed its name with the State of Nevada from MediJane Holdings, Inc. to Stem Bioscience, Inc. In May 2018 the Company again changed its name to Phoenix Life Sciences International Limited. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on May 31, 2018. The name change was accepted by FINRA and became effective with the Over-the- Counter Bulletin Board on November 2, 2018 with the trading symbol “PLSI”. On February 27, 2014, after the change of control, the Company became a sales and distribution company focused on cannabinoid infused products for the treatment of medical conditions. On January 5, 2015, the Company underwent a change in control following the issuance of 276,000,000 common shares to Phoenix Bio Pharmaceuticals Corporation pursuant to a license agreement. On November 4, 2015, these shares were exchanged for 2,000,000 Series B Preferred Shares. The business was then changed to only focus on Cannabidiol (CBD) products. CBD is a non-psychotropic cannabinoid that is not restricted as part of the U.S. Controlled Substances Act (CSA), as defined under the 2014 U.S Farming Bill to be derivatives of the Industrial Hemp plant that contains less than 0.3% tetrahydrocannabinol (THC). The company will contract out the manufacturing of the products. Phoenix Bio Pharmaceuticals Corporation and other groups may manufacture our products under our license agreement. The Company follows the accounting guidance outlines in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the items under Regulation S-K required by the instructions to Form 10-Q. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed here in, there have been no material change in the information disclosed in the notes to the financial statements for the year ended February 28, 2015 included in the Company’s annual report on Form 10-K|A filed with the Securities and Exchange Commission on March 4, 2019. The interim unaudited financial statements presented herein should be read in conjunction with those financial statements included in the Form 10-K|A. In the opinion of Management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein, consistent with normal re-occurring adjustments, have been made. Operating results for nine months ended November 30, 2015 are not necessarily indicative results that may be expected for the year ended February 29, 2016. 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 | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation – Basis of Consolidation Stock Split Use of Estimates – A significant item that requires management’s estimates and assumptions is the valuation of intangible assets, valuation allowances for income tax, 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 financial instruments are 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 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 | 9 Months Ended |
Nov. 30, 2015 | |
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 November 30, 2015. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Nov. 30, 2015 | |
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. An assessment of useful life and / or discounted cash flow of the intangible asset is made and where the value is overstated the value is impaired. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The deferred tax assets or liabilities represent the future tax benefits or cost of those differences. The Company’s principal deferred tax items arise from net operating losses. Net operating losses approximate $18,600,000 which expire in the years 2030 through 2036. The net operating loss results in a deferred tax asset of $2,790,000. 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, 2015. The Company’s income tax returns are subject to examination by federal and state tax authorities. Due to the failure to file its tax returns, all prior tax years are open to examination. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the balance sheet. There were no interest and penalties paid or accrued during the years ended February 28, 2015. |
License Agreement - Phoenix Bio
License Agreement - Phoenix Bio Pharmaceuticals, Inc. | 9 Months Ended |
Nov. 30, 2015 | |
License Agreement - Phoenix Bio Pharmaceuticals Inc. | |
License Agreement - Phoenix Bio Pharmaceuticals, Inc. | 6. 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 consideration of the acquired license, the Company issued 26,000,000 shares of common stock to Phoenix Bio Pharm, valued at $13,000,000 based on the fair value of the assets acquired in the 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 being $3,000,000. On July 8, 2015, the Company agreed to enter into a new licensing agreement with Phoenix Bio Pharmaceuticals Corporation. This new agreement shall replace the previous licensing agreements. The new licensing agreement shall be non-exclusive, CBD only licensing agreement with Phoenix Bio Pharmaceuticals Corporation. This license agreement operates for a twenty (20) year period. Phoenix Bio Pharm has granted to the Company a license for the territory of North America, Australia and New Zealand to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm related to CBD based cannabinoid products and delivery systems for the treatment and management of illnesses. Products falling under the license will include the following CBD products: transdermal patches, orally administered extracts, concentrated extracts of vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology, suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any product or active ingredients sourced through Phoenix Bio Pharm or third party suppliers or licensors. The Company will also have the right to sublicense the rights acquired pursuant to the license agreement and to use and develop copyrighted materials of Phoenix Bio Pharm for marketing and distribution purposes. In addition to the new licensing agreement, on July 8, 2015 the Company has entered into an exchange agreement with Phoenix Bio Pharm where all existing common shares held by Phoenix Bio Pharm (276,000,000) are exchanged for 2,000,000 Series B Preferred Shares, par value $0.0001. These preferred shares are entitled to 100 votes for each share held, and convertible into 100 common shares per preferred share at any time at the discretion of the holder. As the Company has failed to meet projected cash flows which underpin the valuation model of the License Agreement, the Company determined that the balance of License Agreement should be impaired at February 29, 2015, and accordingly a total of $14,014,1899 was expensed as an impairment to the License Agreement and paid in capital was reduced by $2,282,132 at year ended February 28, 2015. |
Cannavest, Inc.
Cannavest, Inc. | 9 Months Ended |
Nov. 30, 2015 | |
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. |
Subsidiary Companies
Subsidiary Companies | 9 Months Ended |
Nov. 30, 2015 | |
Subsidiary Companies | |
Subsidiary Companies | 8. 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 November 30, 2015 had not traded and were inactive. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. 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. Tindal serves as the CEO of Kronos. Additionally, Mr. Tindal has provided new product development services through a New Product Development Agreement with Phoenix Pharms Capital Corporation, as discussed below. Mr. Tindall services as CFO and a Director of Phoenix Pharms Capital Corporation. Mr. Tindall also serves as a director of Phoenix Bio Pharmaceuticals Inc. Kronos International Investments Ltd. (“Kronos”) Sublease Agreement: Advisory Services Phoenix Pharms Capital Corporation (“Phoenix Pharms”) Related Party Loan: Russell Stone: Mr. Russell Stone, the Company’s Chief Executive Officer, holds approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation indirectly through a trust. Lewis “Spike” Humer Mr. Humer, a director of the Company, serves as CEO and a director of Phoenix Bio Pharmaceuticals and CEO and a director of Phoenix Pharms Capital Corporation. As of August 2014, the Company began paying Mr. Humer a consulting fee of $1,500 per week. As of November 30, 2015, the Company has accrued a related party payable to Mr. Humer of $75,260. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Nov. 30, 2015 | |
Preferred Stock | |
Preferred Stock | 10. Preferred Stock On September 22, 2015, the Company amended and restated its Articles of Incorporation to create and authorize four (4) classes of preferred stock. The Company has authorized Series A, Series B, Series C and Series D Preferred Stock (the “Preferred Stock”). Series A Preferred Stock: Series A preferred shares have a par value of $0.0001, and are convertible into common shares at $1.00 per common share. Series A preferred shares rank senior to common stock with respect to the right to participate in distributions or payments in the event of liquidation, dissolution, or winding up of the Company. Holders of Series A preferred shares are entitled to a preferred return equal to the purchase price paid for such Series A preferred shares. Series A preferred shares do not have any voting rights. Holders of Series A preferred shares are not entitled to preemptive rights to purchase stock in future stock offerings of the Company. Holders of Series A preferred shares have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities, and they have the right of co-sale. Holders of Series A preferred shareholders are not required to sell all of their Series A preferred shares on the same terms or conditions of a co-sale by a majority shareholder. There is no right of first refusal for Series A preferred shares. Series B Preferred Stock: Series B preferred shares have a par value of $0.0001, and are convertible into common shares at a rate of 100 common shares per preferred share. Series B preferred shares are entitled to cast 500 votes for each preferred share owned. Series B preferred shares are senior to common shares with respect to the right to participate in distributions or payments in the event of any liquidation, dissolution, or winding up of the Company, and holders of Series B preferred shares are entitled to receive a preferred return equal to the purchase price paid for such Series B preferred stock. Holders of Series B preferred shares are entitled to preemptive rights to purchase stock in future offerings, and have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities. Holders do not have the right of co-sale, and are not required to sell all of their Series B preferred shares on the same terms or conditions of a co-sale by a majority shareholder. If any Series B preferred shareholder wishes to sell, transfer or otherwise dispose of any or all of their Series B preferred shares, the other Series B preferred shareholders shall not have a prior right to buy such Series B preferred shares. Series C Preferred Stock: Series C preferred shares have a par value of $0.0001, and are convertible into common shares at a rate of $1.00 per common share. Series C preferred shares are not entitled to any voting rights, unless such vote is to modify rights, preferences, privileges and restrictions granted to and imposed on Series C preferred shares. Series C preferred shares are senior to common shares and Series B preferred shares with respect to the right to participate in distributions or payments in the event of any liquidation, dissolution, or winding up of the Company, and holders of Series C preferred shares are entitled to receive a preferred return equal to the purchase price paid for such Series C preferred, which is deemed to be $600,000. If the closing price per share of the Company’s common shares is less than $1.00 for a period of five consecutive trading days, the YP Holdings will have the one-time right, exercisable at its discretion, to require that the conversion price of the shares become equal to 75% of the average closing bid price per shares for the five consecutive trading days immediately preceding the date that YP Holdings notifies the Company that it wishes to convert some or all of its Series C preferred shares into common shares. The reset shall not be available if the proceeds of the sale of converted common shares equals or exceeds $750,000. Should proceeds of the sale of converted common shares equal or exceed $1,000,000, any unconverted Series C preferred shares shall be returned to the Company for retirement. Converted common shares are subject to a leak-out agreement, and no more than 50,000 common shares may be sold by YP Holdings in any one month. Holders of Series C preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Holders are not entitled to preemptive rights to purchase shares in future offerings of the Company. Holders of Series C preferred shares have the right to register their unregistered shares when either the Company or another investor initiates a registration of the Company’s securities. Holders have the rights of co-sale, and are not required to sell all of their Series C preferred shares on the same terms or conditions of a co-sale by a majority shareholder. If any Series C preferred shareholder wishes to sell, transfer, or otherwise dispose of any or all of their Series C preferred shares, other Series C preferred shareholders shall not have a prior right to buy such shares. Series D Preferred Stock Series D preferred shares have a par value of $0.0001, and are convertible into common shares at a conversion rate of $1.00 per common share. Series D preferred shares rank senior to common shares and the Series B preferred shares. In the event of any liquidation, dissolution, or winding up of the Company, holders of Series D preferred shares shall be entitled to receive a preferred return equal to the purchase price paid for such Series D preferred shares after payment of the preferred returns relating to the Series A and C preferred shares. Series D preferred shares are not entitled to voting rights. Holders of Series D preferred shares shall be entitled to receive a preferred return equal to 10% of the Gross Cash Sales Income received in the ordinary course of business. Upon issue of the dividend, the value of such shares shall be deemed to be retired. Holders of Series D preferred shares are not entitled to preemptive rights to purchase stock in future offerings of the Company. Holders of Series D preferred shares have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities. Holders of Series D preferred shares have the right of co-sale, but they are not required to sell all of their Series D preferred shares on the same terms or conditions of a co-sale by a majority shareholder. |
Common Stock
Common Stock | 9 Months Ended |
Nov. 30, 2015 | |
Common Stock | |
Common Stock | 11. Common Stock The Company has authorized 990,000,000 shares of its common stock, $0.001 par value. On November 30, 2015, following the reverse share split, there were 24,512 shares of common stock issued and outstanding and 31,154 (311,540,534 pre-split) 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 99,000,000 to 990,000,000 common shares, with a par value of $0.001 per share. On October 21, 2015, the Company effectuated a 1 for 10,000 reverse split on its common stock as of a record date of October 22, 2015. As a result, the 458,892,294 outstanding shares as of the record date were reversed to 45,935 shares. All common share and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the stock split for all periods presented. The total number of authorized common shares and par value was not changed for the split. On February 27, 2014, the Company issued 500 (5,000,000 pre-split) shares to its Chief Executive Officer, who agreed to retire the 500 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 20 (200,000 pre-split) shares of its restricted common stock to GoKush, Inc. as described above. On July 1, 2014, these restricted shares were issued. On March 14, 2014, the Company issued 2,600 (26,000,000 pre-split) shares of its restricted common stock to Phoenix Bio Pharm as described above. On July 1, 2014, these restricted shares were issued. On January 23, 2015, the Company issued 25,000 (250,000,000 pre-split) shares of its restricted common stock to Phoenix Bio Pharm as described in above. On December 9, 2014, the Company issued 500 (5,000,000 pre-split) 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 667 (6,666,667 pre-split) shares of its common stock to YP Holdings for $600,000 under a Securities Purchase Agreement as discussed below. During the year ended February 28, 2015, the Company issued 1,002 (10,020,000 pre-split) 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 13 below. Between March 1, 2015 and August 31, 2015, the Company issued 9,756 (97,560,000 pre-split) shares of common stock to Typenex from the conversion of a total principal amount of $54,000 under a Convertible Notes Agreement and 3,157 (31,575,175 pre-split) shares of Common Stock to Typenex related to true-up notices received from the noteholder, as discussed in Note 13 below. On August 14, 2015, Phoenix Bio Pharm returned 27,600 (276,000,000 pre-split) shares of common stock to the Company to hold in safe keeping for an exchange into 2,000,000 shares of preferred stock. As at November 30, 2015 there were 50,171 common shares on issue. |
Common Stock Options
Common Stock Options | 9 Months Ended |
Nov. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Options | 12. 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 500 (5,000,000 pre-split) common shares of the Company at $3,400 ($0.34 pre-split) per common share valued at $551,363. Immediately upon the grant of the option, options to purchase 250 (2,500,000 pre-split) 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 250 (2,500,000 pre-split) vested options are exercisable until February 17, 2016. The following table describes stock options outstanding and exercisable at November 30, 2015: Options Outstanding and Exercisable Options Outstanding Options Exercisable Range of Exercise Prices Number Price Life Number Price Life $ 3,400 250 $ 3,400 .25 250 $ 3,400 .25 250 250 |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended |
Nov. 30, 2015 | |
Convertible Promissory Note | |
Convertible Promissory Note | 13. 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. Each subsequent tranche will be in the amount of $85,000, plus any interest, costs, fees or charges accrued thereon under the terms of the Typenex Note, including the original issuer discount of $8,500. Each tranche will be accompanied by its own secured investor note (the “Investor Notes”). The Company has agreed to pay $5,000 to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs in connection with the purchase and sale of the Typenex Note. All loans received bear an interest rate of 10% per annum. The loan is due 23 months after the initial cash purchase price is delivered to the Company. Typenex has pledged a 40% membership interest in Typenex Medical, LLC to secure its obligations under all of the Typenex Notes. A warrant to purchase shares of the Company has been issued to Typenex as of June 24, 2014. This warrant grants Typenex the ability to purchase a number of fully paid and non-assessable shares of the Company’s stock, par value $0.001, equal to $552,500 divided by the market price. This warrant is issued pursuant to the terms of the securities purchase agreement as described above. Provided there is an outstanding balance, the Company will pay an installment amount equal to $61,388.89 plus any accrued and unpaid interest on the installment due date, which is six months after the initial loan disbursement. This installment amount is the maximum that must be paid on any given installment due date, and is limited by the amounts owed. This amount can be converted at the lesser of either the lender conversion price or at 70% of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion. Should the average trading price be less than $0.35 during any such period, then the conversion factor will be reduced to 65% for all future conversion, additionally the conversion price will be reduced by 5% if the Company’s common stock is not available for DWAC. Should the Company decide to prepay this amount, there is a prepayment premium equal to 125% of the outstanding balance of the Typenex Note. Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its right to prepay the Typenex Note. Under this agreement, Typenex has the right at any time after the purchase price date until the outstanding balance has been paid in full to convert any or all of the outstanding balance into shares of the Company’s common stock under the following formula: the number of shares issued equals the amount being converted divided by $1. These shares must be delivered to Typenex within three trading days of the conversion notice being given to the Company. Should any shares be sold to Typenex or any third party at a value that is less than the effective lender conversion price, then the lender conversion price will be reduced to equal such lower issuance price. The effective lender conversion price will also be adjusted as needed upon any forward or reverse split of the Company’s shares. Should the Company fail to deliver the shares in a timely manner, a late fee of the greater of $500 per day and 2% of the applicable lender conversion share value rounded to the nearest multiple of $100 will be assed for each day after the third that the Company is late (though not exceeding 200% of the applicable lender conversion share value. In the event of a default, the Typenex Note may be accelerated by Typenex by providing written notice to the Company. The outstanding balance is immediately due and payable at the greater of the outstanding balance divided by the installment conversion price, or the default effect, which is calculated by multiplying the conversion eligible outstanding balance by 15% for each major default or 5% for each minor default and then adding the resulting product to the outstanding balance as of the date of default. In addition, an interest rate of the lesser of 22% per annum (or the maximum rate permitted under law) will be applied to the outstanding balance. Typenex is prohibited from owning more than 4.99% of the Company’s outstanding shares, unless the market capitalization of the Company’s common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company’s outstanding shares. On a date that is 23 trading days from each date that the Company delivers conversion shares to Typenex, there is a true-up date in which the Company will deliver additional shares if the installment conversion price on that date is less than the installment conversion price used in the applicable installment notice. These additional shares will be equal to the difference between the number of shares that would be delivered to Typenex at the time of the true-up date and the amount originally delivered.\ Notice of Default – on January 9, 2015, the Company received a Notice of Default from Typenex under the Convertible Promissory Note described in Note 12 above. In the letter, the noteholder described two major defaults where the Company failed to meet its obligations under the Typenex Note. The first default was triggered on December 16, 2014 related to a request from the noteholder to increase the number of shares reserved for issuance under the Typenex Note on the books of the Company’s transfer agent. The second default was triggered on December 27, 2014, when the Company failed to make its first installment payment of $61,888.89 according to the terms of the Typenex Note. Each default triggered a penalty of 115% of the then outstanding principal and accrued and unpaid interest and triggers the interest rate to 22%. As of January 9, 2015, the outstanding principal, accrued interest and accrued penalties on the Typenex Note was $239,483.61. On January 23, 2015, the Company satisfied its first default by instructing its transfer agent to reserve a total of 5,092 (50,925,000 pre-split) shares of common stock covering the potential conversion of the original principal value of the Typenex Note ($1,100,000) plus common shares issuable upon the exercise of warrants underlying the Typenex Note. On February 12, 2015, the Company received a notice from Typenex waiving the penalties on the December 16, 2014 default and waived $26,755.16 of penalties imposed on December 16, 2014. Under the terms of the Typenex Note, the Lenders Conversion Price will reset to 60% of the average of the three lowest closing bid prices of the Company’s common stock in the 20 days prior to conversion. During the quarter ended August 31, 2015, the Company re-evaluated the Notice of Default and determined that it had previously recorded a beneficial conversion feature incorrectly. The Company has computed a Derivative liability effective December 2014 and has corrected its statements as of February 28, 2015 to reflect this accounting treatment. As of February 28, 2015 and November 30, 2015, the Derivative Liability on the Typenex Note was $169,868 and $143,335, respectively. On February 3, 2015, the Company exercised its borrower offset right under the Typenex Note. Through this offset right, the Company is entitled to deduct and offset any amount owing by Typenex under the initial securities purchase agreement dated June 24, 2014 from any amount owed by the Company under the note. The combined balance of the secured investor notes and the investor notes as of the January 28, 2015 offset date was $890,800. In addition, the note balance prior to the offset included $85,000 of unearned original issue discounts. In conjunction with the Company’s exercise of its offset right, the Company and Typenex each hereby acknowledge that the secured investor notes and the investor notes were offset against the Company balances owed under the note as of the offset date, and as a result thereof, each of the secured investor notes and the investor notes is deemed to have been paid in full and are now cancelled and terminated and the Company balance owed under the note has been reduced to $218,028.47 as of the offset date. Additionally, the Company specifically acknowledges that Typenex has no further obligations under any of the secured investor notes and investor notes. Further, the Company acknowledges that the investor pledge agreement, dated June 24, 2014, and all security interests granted thereunder with respect to the collateral (as defined in the investor pledge agreement have terminated and all such security interests shall be deemed released. Notice of Conversion Date of Notice Principal Market Price* Conversion Shares True Up Shares Total Shares Issued March 2, 2015 $ 14,000 $ 0.071788 1,005 — 1,005 March 31, 2015 — — — 2,204 2,204 May 14, 2015 $ 15,000 $ 0.203395 2,098 953 3,051 August 10, 2015 $ 25,000 $ 0.139860 3,496 — 3,496 Total $ 54,000 6,599 3,157 9,756 *Market Price as defined by the Typenex Note All shares and Market Price in the above table are stated to reflect the 10,000 to 1 reverse stock split. At August 31, 2015 and February 28, 2015, convertible notes payable included the following: November 30, 2015 February 28, 2015 Outstanding principal balance on Typenex Note: $ 77,500 $ 131,500 Unamortized original issue discount (7,650 ) (12,870 ) Accrued interest 97,687 76,118 Net Convertible Notes Payable $ 167,537 $ 194,748 |
Promissory Note
Promissory Note | 9 Months Ended |
Nov. 30, 2015 | |
Promissory Note | |
Promissory Note | 14. 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 | 9 Months Ended |
Nov. 30, 2015 | |
Securities Purchase Agreement | |
Securities Purchase Agreement | 15. 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 667 (6,666,667 pre-split) common shares and 1,333 (13,333,334 pre-split) 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 Company has valued these warrants using the Black Scholes option pricing model and has recorded expense related to the issuance of these warrants totaling $552,500 during the year ended February 28, 2015. 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 53 (533,333 pre-split) 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 quarter ended November 30, 2014. |
Corrections To Prior Financials
Corrections To Prior Financials As Filed | 9 Months Ended |
Nov. 30, 2015 | |
Prior Period Adjustment [Abstract] | |
Corrections To Prior Financials As Filed | 16. 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 and the three months ended May 31, 2015. 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 Change in Derivative value Three months ended May 31, 2015 (66,515) (0.00) (66,515) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Common Share Cancellation and Preferred Share Issue: Common Share Issue Common Share Cancellation and Preferred Share Issue: Convertible Note Agreement Change of Auditor Change of Name Change of Name Merger Consolidation of Activities Cancellation of Pref B Shares Resignation of Director Convertible Note retired Cancellation of Warrants Issuance of Common Stock Appointment of Directors Issuance of Stock for Services Change of Symbol: Retirement of Preferred Stock: Issuance of Common Stock Issuance of Common Stock Issuance of Common Stock Issuance of Common Stock Appointment of a Director Issuance of Common Stock |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – |
Basis of Consolidation | Basis of Consolidation |
Stock Split | Stock Split |
Use of Estimates | Use of Estimates – A significant item that requires management’s estimates and assumptions is the valuation of intangible assets, valuation allowances for income tax, 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 financial instruments are 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 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) | 9 Months Ended |
Nov. 30, 2015 | |
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 November 30, 2015: Options Outstanding and Exercisable Options Outstanding Options Exercisable Range of Exercise Prices Number Price Life Number Price Life $ 3,400 250 $ 3,400 .25 250 $ 3,400 .25 250 250 |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
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* Conversion Shares True Up Shares Total Shares Issued March 2, 2015 $ 14,000 $ 0.071788 1,005 — 1,005 March 31, 2015 — — — 2,204 2,204 May 14, 2015 $ 15,000 $ 0.203395 2,098 953 3,051 August 10, 2015 $ 25,000 $ 0.139860 3,496 — 3,496 Total $ 54,000 6,599 3,157 9,756 *Market Price as defined by the Typenex Note |
Schedule of convertible notes payable | At August 31, 2015 and February 28, 2015, convertible notes payable included the following: November 30, 2015 February 28, 2015 Outstanding principal balance on Typenex Note: $ 77,500 $ 131,500 Unamortized original issue discount (7,650 ) (12,870 ) Accrued interest 97,687 76,118 Net Convertible Notes Payable $ 167,537 $ 194,748 |
Corrections To Prior Financia_2
Corrections To Prior Financials As Filed (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
Prior Period Adjustment [Abstract] | |
Schedule of effects on Net loss, earnings per share, and accumulated deficit for each of the periods | 16. 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 and the three months ended May 31, 2015. 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 Change in Derivative value Three months ended May 31, 2015 (66,515) (0.00) (66,515) |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - Phoenix Bio Pharm [Member] | Jan. 05, 2015shares |
Shares issued for agreement (shares) | 276,000,000 |
Common shares exchanged for Series B preferred shares | 2,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Oct. 21, 2015 | Nov. 30, 2015shares | Oct. 22, 2015shares | Oct. 20, 2015shares | Feb. 28, 2015shares |
Reverse stock split | .0001 | ||||
Common stock, shares outstanding | 50,171 | 45,935 | 361,322,812 | ||
Dividend yield | 0.00% | ||||
Pre-Stock Split [Member] | |||||
Common stock, shares outstanding | 458,892,294 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Nov. 30, 2015USD ($) | |
Net operating losses | $ 18,600,000 |
Deferred tax asset net operating loss | $ 2,790,000 |
Less Than [Member] | |
Expiration Date | Jan. 1, 2030 |
Greater Than [Member] | |
Expiration Date | Dec. 31, 2036 |
License Agreement - Phoenix B_2
License Agreement - Phoenix Bio Pharmaceuticals, Inc. (Details Narrative) - USD ($) | Jan. 05, 2015 | Mar. 14, 2014 | Feb. 28, 2015 | Nov. 30, 2015 | Jul. 08, 2015 |
Series B Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.0001 | ||||
Convertible preferred stock, conversion basis | 100 | ||||
Phoenix Bio Pharm [Member] | |||||
Shares issued for agreement (shares) | 276,000,000 | ||||
Common stock held by licensee | 276,000,000 | ||||
Phoenix Bio Pharm [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 | $ 0.0001 | ||||
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) | 25,000 | ||||
Issuance price per share | $ 0.016 | ||||
Impairment of license agreement | $ 14,014,189 | ||||
Reduction in paid in capital for impairment | $ 2,282,112 | ||||
License Agreement | $ 3,000,000 | ||||
Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | Pre-Stock Split [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 | ||||
Value of stock issuance over market value of license agreement (percent) | 33.00% | ||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | |||||
Shares issued for agreement (shares) | 2,600 | ||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | Pre-Stock Split [Member] | |||||
Shares issued for agreement (shares) | 26,000,000 | ||||
Shares issued for agreement | $ 13,000,000 | ||||
Term of the agreement | 10 years | ||||
Useful life | 10 years |
Cannavest, Inc. (Details Narrat
Cannavest, Inc. (Details Narrative) - USD ($) | Jan. 06, 2015 | Dec. 23, 2014 |
Warrant [Member] | ||
Number of common shares for issued warrants | 20,000,000 | |
Exercise price | $ 0.02 | |
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 | Aug. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 |
Due from related party - loan | $ 250,184 | $ 258,122 | ||||
Kronos [Member] | ||||||
Lease term | 4 years | |||||
Monthly rent expense | $ 2,500 | |||||
Rent expenses | 7,500 | |||||
(Increase) Decrease in security deposit | 1,250 | $ (1,250) | ||||
Advisory service fees | $ 10,000 | 62,500 | $ 120,000 | |||
Phoenix Bio Pharm [Member] | ||||||
Advance of related party loan | $ 85,000 | |||||
Due from related party - loan | $ 54,234 | |||||
Russell Stone - CEO [Member] | ||||||
Ownership interest of Company | 14.00% | |||||
Mr. Humer - Director [Member] | ||||||
Consulting fee | $ 1,500 | |||||
Due to related party | $ 75,260 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | 6 Months Ended | 8 Months Ended |
Sep. 30, 2015 | Nov. 30, 2015USD ($)$ / sharesshares | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ .0001 | |
Conversion price per common share | 1 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Conversion amount (shares) | shares | 100 | |
Number of votes to cast for each preferred share owned (votes) | 500 | |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Conversion price per common share | $ 1 | |
Preferred return value of preferred shares | $ | $ 600,000 | |
Limitation of number shares sold per month (shares) | shares | 50,000 | |
Preferred return of gross cash sales (percent) | 10.00% | |
Series C Preferred Stock [Member] | Less Than [Member] | ||
Share price | $ 1 | |
Number of consecutive trading days | 5 days | |
Conversion price equals average closing bid price (percent) | 75.00% | |
Series C Preferred Stock [Member] | Greater Than [Member] | ||
Proceeds from sale of converted common shares in excess than no reset | $ | $ 750,000 | |
Proceeds from sale of converted common shares in excess than return unconverted shares | $ | $ 1,000,000 | |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Conversion price per common share | $ 1 | |
Preferred return of gross cash sales (percent) | 10.00% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Aug. 14, 2015 | Mar. 13, 2015 | Jan. 05, 2015 | Dec. 16, 2014 | Dec. 09, 2014 | Sep. 17, 2014 | Mar. 14, 2014 | Feb. 27, 2014 | Aug. 31, 2015 | Nov. 30, 2015 | Feb. 28, 2015 | Oct. 22, 2015 | Oct. 20, 2015 | Aug. 23, 2013 | Aug. 22, 2013 |
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 | 990,000,000 | 99,000,000 | |||||||||||
Common stock, shares issued | 50,171 | 361,322,812 | |||||||||||||
Common stock, shares outstanding | 50,171 | 361,322,812 | 45,935 | ||||||||||||
Shares issued upon conversion of convertible debt (shares) | 9,756 | ||||||||||||||
Prinicpal amount of debt converted | $ 54,000 | $ 54,000 | |||||||||||||
Shares issued upon true-up of convertible debt (shares) | 3,157 | ||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||
Shares issued upon conversion of convertible debt (shares) | 1,002 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Shares issued for consulting services (shares) | 500 | 533,333 | |||||||||||||
Securities Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 667 | ||||||||||||||
Distribution Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 200 | ||||||||||||||
Russell Stone - CEO [Member] | |||||||||||||||
Issuance of shares | 500 | ||||||||||||||
Phoenix Bio Pharm [Member] | |||||||||||||||
Shares issued for agreement (shares) | 276,000,000 | ||||||||||||||
Shares of common returned to the Company (shares) | 27,600 | ||||||||||||||
Phoenix Bio Pharm [Member] | License Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 2,600 | ||||||||||||||
Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 25,000 | ||||||||||||||
Pre-Stock Split [Member] | |||||||||||||||
Common stock, shares outstanding | 458,892,294 | ||||||||||||||
Common stock reserved for issuance | 311,540,534 | ||||||||||||||
Pre-Stock Split [Member] | Convertible Promissory Notes [Member] | |||||||||||||||
Shares issued upon conversion of convertible debt (shares) | 97,560,000 | 10,020,000 | |||||||||||||
Prinicpal amount of debt converted | $ 54,000 | $ 38,500 | |||||||||||||
Shares issued upon true-up of convertible debt (shares) | 31,575,175 | ||||||||||||||
Pre-Stock Split [Member] | Consulting Agreement [Member] | |||||||||||||||
Shares issued for consulting services (shares) | 5,000,000 | 53 | |||||||||||||
Shares issued for consulting services | $ 119,666 | ||||||||||||||
Pre-Stock Split [Member] | Securities Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 6,666,667 | ||||||||||||||
Shares issued for agreement | $ 600,000 | ||||||||||||||
Pre-Stock Split [Member] | Distribution Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 200,000 | ||||||||||||||
Pre-Stock Split [Member] | Russell Stone - CEO [Member] | |||||||||||||||
Issuance of shares | 5,000,000 | ||||||||||||||
Pre-Stock Split [Member] | Phoenix Bio Pharm [Member] | |||||||||||||||
Shares of common returned to the Company (shares) | 276,000,000 | ||||||||||||||
Pre-Stock Split [Member] | Phoenix Bio Pharm [Member] | License Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 26,000,000 | ||||||||||||||
Shares issued for agreement | $ 13,000,000 | ||||||||||||||
Pre-Stock Split [Member] | Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | |||||||||||||||
Shares issued for agreement (shares) | 250,000,000 | ||||||||||||||
Shares issued for agreement | $ 4,000,000 | ||||||||||||||
Preferred Stock [Member] | |||||||||||||||
Shares issued in an exchange of securities (shares) | 2,000,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Common stock, shares issued | 24,512 | ||||||||||||||
Common stock, shares outstanding | 24,512 | ||||||||||||||
Common stock reserved for issuance | 31,154 |
Common Stock Options (Details)
Common Stock Options (Details) - 2014 Stock Awards Plan [Member] | 9 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Stock options Outstanding, end | shares | 250 |
Stock options Outstanding, exercise price | $ / shares | $ 3,400 |
Life of stock options, outstanding | 2 months 30 days |
Stock options Exercisable, end | shares | 250 |
Stock options Exercisable, exercise price | $ / shares | $ 3,400 |
Life of stock options, exercisable | 2 months 30 days |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - 2014 Stock Awards Plan [Member] - USD ($) | Feb. 18, 2015 | Feb. 27, 2014 | Nov. 30, 2015 | Feb. 28, 2015 | Jun. 04, 2014 |
Authorized common shares to grant under plan | 1,000 | ||||
Number of options unvested, end period | 250 | ||||
Former CEO [Member] | |||||
Stock options granted | 500 | ||||
Exercise price of options granted | $ 3,400 | ||||
Number of options vested | 250 | ||||
Number of options unvested, end period | 250 | ||||
Stock options cancelled | 250 | ||||
Number of options vested and exerciseable options | 250 | ||||
Pre-Stock Split [Member] | |||||
Authorized common shares to grant under plan | 10,000,000 | ||||
Pre-Stock Split [Member] | 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 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Aug. 31, 2015 | Nov. 30, 2015 | ||
Debt principal amount | $ 54,000 | $ 54,000 | |
Conversion shares | 6,599 | ||
True up shares | 3,157 | ||
Total shares issued | 9,756 | ||
Notice #1 [Member] | |||
Date of Notice | Mar. 2, 2015 | ||
Debt principal amount | $ 14,000 | ||
Market Price | [1] | $ 0.071788 | |
Conversion shares | 1,005 | ||
Total shares issued | 1,005 | ||
Notice #2 [Member] | |||
Date of Notice | Mar. 31, 2015 | ||
True up shares | 2,204 | ||
Total shares issued | 2,204 | ||
Notice #3 [Member] | |||
Date of Notice | May 14, 2015 | ||
Debt principal amount | $ 15,000 | ||
Market Price | [1] | $ .203395 | |
Conversion shares | 2,098 | ||
True up shares | 953 | ||
Total shares issued | 3,051 | ||
Notice #4 [Member] | |||
Date of Notice | Aug. 10, 2015 | ||
Debt principal amount | $ 25,000 | ||
Market Price | [1] | $ .139860 | |
Conversion shares | 3,496 | ||
Total shares issued | 3,496 | ||
[1] | Market Price as defined by Typenex Note |
Convertible Promissory Note (_2
Convertible Promissory Note (Details 1) - Typenex Note [Member] - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 |
Outstanding principal balance | $ 77,500 | $ 131,500 |
Unamortized beneficial conversion feature | (7,650) | (12,870) |
Accrued interest | 97,687 | 76,118 |
Net Convertible Notes Payable | $ 167,537 | $ 194,748 |
Convertible Promissory Note (_3
Convertible Promissory Note (Details Narrative) - USD ($) | Feb. 12, 2015 | Jun. 24, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Oct. 20, 2015 | Feb. 28, 2015 | Jan. 28, 2015 | Jan. 24, 2015 | Jan. 09, 2015 | Sep. 17, 2014 |
Proceeds from notes payable | $ 42,350 | $ 135,000 | ||||||||
Derivative liability | 151,529 | $ 169,868 | ||||||||
Pre-Stock Split [Member] | ||||||||||
Common stock reserved for conversion of debt | 311,540,534 | |||||||||
Typenex Note [Member] | ||||||||||
Outstanding debt amount | 77,500 | 131,500 | ||||||||
Securities Agreement [Member] | Less Than [Member] | ||||||||||
Ownership interest | 4.99% | |||||||||
Securities Agreement [Member] | Greater Than [Member] | ||||||||||
Ownership interest | 9.99% | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | ||||||||||
Debt amount | $ 1,105,000 | $ 890,800 | ||||||||
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 | $ .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 | $ 143,335 | $ 169,868 | ||||||||
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 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Less Than [Member] | ||||||||||
Ownership interest | 4.99% | |||||||||
Market capitalization under agreement | $ 10,000,000 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Greater Than [Member] | ||||||||||
Ownership interest | 9.99% | |||||||||
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 | 5,092 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | Notice #1 [Member] | Pre-Stock Split [Member] | ||||||||||
Common stock reserved for conversion of debt | 50,925,000 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - Promissory Note [Member] | Aug. 29, 2014USD ($) |
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 | Dec. 09, 2014 | Sep. 17, 2014 | Aug. 29, 2014 | Feb. 28, 2015 | Nov. 30, 2015 | Jan. 06, 2015 | Aug. 23, 2013 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Issuance of warrants | $ 552,500 | |||||||
Reimbursed costs for due diligence review | $ 20,000 | |||||||
Warrant [Member] | ||||||||
Exercise price | $ 0.02 | |||||||
Securities Agreement [Member] | ||||||||
Shares issued for agreement (shares) | 667 | |||||||
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] | Less Than [Member] | ||||||||
Ownership interest | 4.99% | |||||||
Securities Agreement [Member] | Greater Than [Member] | ||||||||
Ownership interest | 9.99% | |||||||
Securities Agreement [Member] | Warrant [Member] | ||||||||
Shares issued for agreement (shares) | 1,333 | |||||||
Securities Agreement [Member] | Pre-Stock Split [Member] | ||||||||
Shares issued for agreement (shares) | 6,666,667 | |||||||
Shares issued for agreement | $ 600,000 | |||||||
Securities Agreement [Member] | Pre-Stock Split [Member] | Warrant [Member] | ||||||||
Shares issued for agreement (shares) | 13,333,334 | |||||||
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) | $ .001 | |||||||
Warrant term | 5 years | |||||||
Exercise price | $ .20 | |||||||
Consulting Agreement [Member] | ||||||||
Warrant term | 5 years | |||||||
Exercise price | $ .20 | |||||||
Issuance of warrants | $ 104,578 | |||||||
Shares issued for consulting services (shares) | 500 | 533,333 | ||||||
Consulting Agreement [Member] | Pre-Stock Split [Member] | ||||||||
Shares issued for consulting services (shares) | 5,000,000 | 53 | ||||||
Shares issued for consulting services | $ 119,666 |
Corrections To Prior Financia_3
Corrections To Prior Financials As Filed (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | May 31, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | |
Net loss | $ (160,056) | $ (1,197,896) | $ (563,246) | $ (2,262,566) | ||
Earnings per share | $ 0 | $ 0.01 | $ 0 | $ 0.03 | ||
Accumulated deficit | $ (18,594,466) | $ (18,594,466) | $ (18,031,220) | |||
Adjustments for Corrections [Member] | ||||||
Net loss | $ 66,515 | $ 5,376,024 | ||||
Earnings per share | $ 0 | $ (.06) | ||||
Accumulated deficit | $ 66,515 | $ 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] | Go Kush, Inc. [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 | |||||
Typenex Note [Member] | Adjustments for Corrections [Member] | ||||||
Net loss | $ 205,522 | |||||
Earnings per share | $ 0 | |||||
Accumulated deficit | $ 205,522 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Feb. 26, 2019 | Jan. 15, 2019 | Jan. 11, 2019 | Dec. 17, 2018 | Dec. 04, 2018 | Nov. 09, 2018 | Oct. 03, 2018 | Sep. 24, 2018 | Sep. 21, 2018 | Feb. 18, 2016 | Nov. 05, 2015 | Nov. 04, 2015 | Jan. 05, 2015 |
Number of shares issued to rectify mistake for stock split (shares) | 1,941 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Shares issued for settlements during the period (shares) | 315,928 | 54,580 | 675,028 | ||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | |||||||||||||
Shares issued new issues during the period (shares) | 183,718 | ||||||||||||
Shares issued for settlements during the period (shares) | 5,460 | 53,500 | 191,668 | 229,600 | |||||||||
Stock issued for services (shares) | 126,750 | 1,080 | 483,360 | ||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Private Placement [Member] | |||||||||||||
Shares issued new issues during the period (shares) | 30,502,375 | ||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Private Placement [Member] | Phoenix Life Sciences International Limited [Member] | |||||||||||||
Shares issued with rule 802 (shares) | 29,802,375 | ||||||||||||
Stockholder's equity, exchange ratio | 1:1 | ||||||||||||
Stock issued for services (shares) | 700,000 | ||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Number of preferred shares cancelled (shares) | 2,000,000 | ||||||||||||
YP Holding, LLC [Member] | Subsequent Event [Member] | Settlement Agreements [Member] | |||||||||||||
Shares issued for settlements during the period (shares) | 500,600 | ||||||||||||
YP Holding, LLC [Member] | Series C Preferred Stock [Member] | |||||||||||||
Number of shares issued in the exchange (shares) | 1,000,000 | ||||||||||||
Number of common shares exchanged for preferred stock (shares) | 667 | ||||||||||||
Number of preferred shares converted to common stock (shares) | 2,000 | ||||||||||||
Phoenix Bio Pharm [Member] | |||||||||||||
Shares issued for settlements during the period (shares) | 276,000,000 | ||||||||||||
Phoenix Bio Pharm [Member] | Series B Preferred Stock [Member] | |||||||||||||
Number of shares issued in the exchange (shares) | 2,000,000 | ||||||||||||
Number of common shares exchanged for preferred stock (shares) | 27,600 | ||||||||||||
Number of common shares cancelled (shares) | 27,600 | ||||||||||||
Number of preferred shares cancelled (shares) | 2,000,000 | ||||||||||||
KHAOS Media Group [Member] | Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||||||
Stock issued for services (shares) | 48,000 |