Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | Phoenix Life Sciences International Limited. | |
Document Type | 10-K | |
Document Period End Date | Feb. 28, 2018 | |
Trading Symbol | PLSI | |
Amendment Flag | false | |
Entity Central Index Key | 0001493212 | |
Current Fiscal Year End Date | --02-28 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 32,584,582 | |
Entity Public Float | $ 70,032,000 | |
Share price | $ 10.50 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
ASSETS | ||
Cash | $ 697 | $ 1,155 |
Accounts receivable | ||
Notes receivable, related party | 235,752 | 235,752 |
Inventory | ||
Prepaid expenses | ||
Total Current Assets | 236,449 | 236,907 |
Security deposit | ||
Total Assets | 236,449 | 236,907 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 518,310 | 518,310 |
Due to related parties | 277,219 | 277,219 |
Current Liabilities | 795,529 | 795,529 |
Convertible notes payable, net | 415,581 | 332,517 |
Derivative liability, Typenex Note | 390,009 | 471,437 |
Total Liabilities | 1,601,119 | 1,599,483 |
STOCKHOLDERS' DEFICIT | ||
Common Stock Authorized: 990,000,000 common shares, par value of $0.001 per share Issued and outstanding: 34,171 and 31,067 common shares, respectively | 34 | 31 |
Additional paid-in capital | 17,785,335 | 17,710,842 |
Accumulated deficit during the development stage | (19,150,339) | (19,073,749) |
Total Stockholders' Equity | (1,364,670) | (1,362,576) |
Total Liabilities and Stockholders' Equity | 236,449 | 236,907 |
Preferred Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Issued and outstanding Preferred shares | 200 | 200 |
Preferred Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Issued and outstanding Preferred shares | $ 100 | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2018 | Feb. 28, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 990,000,000 | 990,000,000 |
Common stock, issued | 34,171 | 31,067 |
Common stock, outstanding | 34,171 | 31,067 |
Preferred Series B [Member] | ||
Preferred stock, issued | 2,000,000 | 2,000,000 |
Preferred stock, outstanding | 2,000,000 | 2,000,000 |
Preferred Series C [Member] | ||
Preferred stock, issued | 995,600 | 998,000 |
Preferred stock, outstanding | 995,600 | 998,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Operating expenses | ||
General and administrative | $ 458 | $ 4,006 |
Professional fees | 31,805 | |
Total operating expenses | 458 | 35,811 |
Loss before other expenses | (458) | (35,811) |
Other income (expense) | ||
Interest Expense | (83,064) | (136,775) |
Amortization of Discount on convertible notes payable | (2,435) | |
Gain (loss) on derivative liability | 6,932 | (79,689) |
Total other expense | (76,132) | (218,899) |
Net loss | $ (76,590) | $ (254,710) |
Basic and diluted loss per common share | ||
Income (loss) from continuing operations (in dollars per share) | $ (2.46) | $ (8.63) |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 |
Basic and diluted loss per common share (in dollars per share) | $ (2.46) | $ (8.63) |
Weighted average shares outstanding - basic and diluted (in shares) | 31,118 | 29,509 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Common Stock [Member] | ||
Balance, beginning | $ 31 | $ 26 |
Balance, beginning, shares | 31,067 | 25,845 |
Conversion of preferred shares Series C | $ 2 | |
Conversion of preferred shares Series C (in shares) | 2,400 | |
Issuance of common stock for warrant conversion | $ 3 | $ 3 |
Issuance of common stock for warrant conversion (in shares) | 3,104 | 2,822 |
Balance, ending | $ 34 | $ 31 |
Balance, ending, shares | 34,171 | 31,067 |
Preferred Stock | ||
Balance, beginning | $ 300 | $ 300 |
Balance, beginning, shares | 2,995,600 | 2,998,000 |
Conversion of preferred shares Series C (in shares) | (2,400) | (2,400) |
Balance, ending | $ 300 | $ 300 |
Balance, ending, shares | 2,995,600 | 2,995,600 |
Additional Paid-In Capital [Member] | ||
Balance, beginning | $ 17,710,842 | $ 17,704,977 |
Conversion of preferred shares Series C | (2) | |
Issuance of common stock for warrant conversion | 74,493 | 5,867 |
Balance, ending | 17,785,335 | 17,710,842 |
Accumulated Deficit [Member] | ||
Balance, beginning | (19,073,749) | (18,819,039) |
Net loss for year | (76,590) | (254,710) |
Balance, ending | (19,150,339) | (19,073,749) |
Balance, beginning | (1,362,576) | (1,113,736) |
Issuance of common stock for warrant conversion | 74,496 | 5,867 |
Net loss for year | (76,590) | (254,710) |
Balance, ending | $ (1,364,670) | $ (1,362,576) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Operating Activities | ||
Net loss | $ (76,590) | $ (254,710) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash amortization of discount on Typenex note | 2,435 | |
Non-cash loss (gain) on derivative on convertible notes | (81,428) | 73,925 |
Non-cash interest expense on convertible notes payable | 83,064 | 136,775 |
Debt conversion | 74,496 | 5,870 |
Changes in operating assets and liabilities: | ||
Accounts payable and accruals | 15,669 | |
Net Cash provided by (used for) operating activities - current operations | (458) | (20,036) |
Investing Activities | ||
Related party notes receivable | 13,600 | |
Net Cash provided by (used for) Investing Activities - continuing operations | 13,600 | |
Financing Activities | ||
Increase (Decrease) in Cash - continuing operations | (458) | (6,436) |
Cash - Beginning of Period - continuing operations | 1,155 | 7,591 |
Cash - End of Period - continuing operations | 697 | 1,155 |
Supplemental disclosures | ||
Income tax paid | 15,789 | |
Non-cash issuance of stock for conversion of debt | $ 74,496 | $ 5,870 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Feb. 28, 2018 | |
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, the board of directors and a majority of holders of the Company’s voting securities approved a change of name of the Company to MediJane Holdings Inc. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on March 4, 2014. A Certificate of Correction was subsequently filed with the Nevada Secretary of State on March 6, 2014 to correct a spelling error in the Company’s new name. These amendments have been reviewed by FINRA and were approved for filing with an effective date of March 12, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on March 12, 2014 under our new ticker symbol “MJMD”. On March 8, 2017 the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company changed its name with the State of Nevada from Medijane Holdings, Inc. to Stem Bioscience, Inc. In May 2018 the Company again changed its name to Phoenix Life Sciences International Limited. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on May 31, 2018. The name change was accepted by FINRA and became effective with the Over-the- Counter Bulletin Board on November 2, 2018 with the trading symbol “PLSI”. On February 27, 2014, after the change of control, the Company became a sales and distribution company focused on cannabinoid infused products for the treatment of medical conditions. On January 5, 2015, the Company underwent a change in control following the issuance of 276,000,000 common shares to Phoenix Bio Pharmaceuticals Corporation pursuant to a license agreement. On November 4, 2015, these shares were exchanged for 2,000,000 Series B Preferred Shares. The business was then changed to only focus on Cannabidiol (CBD) products. CBD is a non-psychotropic cannabinoid that is not restricted as part of the U.S. Controlled Substances Act (CSA), as defined under the 2014 U.S Farming Bill to be derivatives of the Industrial Hemp plant that contains less than 0.3% tetrahydrocannabinol (THC). The company may contract out the manufacturing of the products.. On October 10, 2018, the Company announced it had received approval from the Vanuatu Investment Promotion Authority (VIPA) to establish operations in the Republic of Vanuatu and manufacture botanical pharmaceutical products. Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation - Basis of Consolidation Use of Estimates - Other items subject to estimates and assumptions include the carrying amount of valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. Cash and cash equivalents - 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 financial assets 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 sale 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 Recent Accounting Pronouncements - Reclassifications - |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Feb. 28, 2018 | |
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, 2018. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Feb. 28, 2018 | |
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 | 12 Months Ended |
Feb. 28, 2018 | |
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 $19,150,000 which expire in the years 2030 through 2038. The net operating loss results in a deferred tax asset of $2,872,500. 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, 2018 and February 28, 2016. 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, 2018 and February 28, 2017. |
License Agreement - Phoenix Bio
License Agreement - Phoenix Bio Pharmaceuticals, Inc. | 12 Months Ended |
Feb. 28, 2018 | |
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 a discounted cash flow model and the fair value of the assets acquired in the license agreement. The Company will amortize the cost of the License Agreement over the ten year life. On January 5, 2015, the Company entered into an additional license agreement with Phoenix Bio Pharmaceuticals Corporation to expand the territories covered under its original license agreement dated March 14, 2014. Under the terms of the additional license agreement, the Company acquired the marketing rights to distribute products developed by Phoenix Bio Pharmaceuticals Corporation in Australia and New Zealand for ten years. In exchange for the license, the Company 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 is $3,000,000. On July 8, 2015, the Company agreed to enter into a new licensing agreement with Phoenix Bio Pharmaceuticals Corporation. This new agreement shall replace the previous licensing agreements. The new licensing agreement shall be non-exclusive, CBD only licensing agreement with Phoenix Bio Pharmaceuticals Corporation. This license agreement operates for a twenty (20) year period. Phoenix Bio Pharm has granted to the Company a license for the territory of North America, Australia and New Zealand to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm related to CBD based cannabinoid products and delivery systems for the treatment and management of illnesses. Products falling under the license will include the following CBD products: transdermal patches, orally administered extracts, concentrated extracts of vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology, suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any product or active ingredients sourced through Phoenix Bio Pharm or third party suppliers or licensors. The Company will also have the right to sublicense the rights acquired pursuant to the license agreement and to use and develop copyrighted materials of Phoenix Bio Pharm for marketing and distribution purposes. In addition to the new licensing agreement, on July 8, 2015 the Company has entered into an exchange agreement with Phoenix Bio Pharm where all existing common shares held by Phoenix Bio Pharm (276,000,000) are exchanged for 2,000,000 Series B Preferred Shares, par value $0.0001. These preferred shares were entitled to 100 votes for each share held, and convertible into 100 common shares per preferred share at any time at the discretion of the holder. These preferred shares were cancelled on September 22, 2018. Subsequently as the Company has failed to meet projected cash flows which underpin the valuation model of the License Agreement, the Company determined that the balance of License Agreement should be impaired. Accordingly a total of $14,014,189 was expensed as an impairment to the License Agreement and paid in capital was reduced by $2,282,132 at year ended February 28, 2015. |
Subsidiary Companies
Subsidiary Companies | 12 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
Subsidiary Companies | 7. Subsidiary Companies On March 17, 2014, MediHoldings, Inc. (“MediHoldings”), a Colorado corporation, was formed as a wholly-owned subsidiary of the Company. On June 27, 2014, MediSales (CA), Inc. (“MediSales”), a California corporation, was formed as a wholly-owned subsidiary of the Company. Both these subsidiaries as at February 28, 2018 had not traded and were inactive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. 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 the CEO of Kronos. Additionally, Mr. Tindall has provided new product development services through a New Product Development Agreement with Phoenix Pharms Capital Corporation, as discussed below. Mr. Tindall services as CFO and a Director of Phoenix Pharms Capital Corporation. Mr. Tindall also serves as a director of Phoenix Bio Pharmaceuticals Inc. Kronos International Investments Ltd. (“Kronos”) Sublease Agreement: Advisory Services Phoenix Bio Pharmaceuticals, Inc. (“Phoenix Bio Pharm”) Inventory Procurement Product Development Phoenix Pharms Capital Corporation (“Phoenix Pharms”) Related Party Loan: Russell Stone: Mr. Russell Stone, a Director of the Company, holds approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation indirectly through a trust. Lewis “Spike” Humer Mr. Humer, a director of the Company, serves as CEO and a director of Phoenix Bio Pharmaceuticals and CEO and a director of Phoenix Pharms Capital Corporation. As of August 2014, the Company began paying Mr. Humer a consulting fee of $1,500 per week. As of February 28, 2015, the Company has paid Mr. Humer $19,000 and has accrued a related party payable to Mr. Humer of $27,000. During the year from March 1, 2015 to February 29, 2016, a further $81,000 was accrued to Mr. Humer. There were no further accruals from March 1, 2016 to February 28, 2018. |
Common Stock
Common Stock | 12 Months Ended |
Feb. 28, 2018 | |
Common Stock | |
Common Stock | 9. Common Stock The Company has authorized 990,000,000 shares of its common stock, $0.001 par value. On February 28, 2017, there were 31,067 shares of common stock issued and outstanding. On February 22, 2018, the Company issued 3,104 shares of common stock to Typenex from the conversion of a total principal amount of $74,496 under a Warrant. As at February 28, 2018 there were 34,171 common shares on issue. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Feb. 28, 2018 | |
Preferred Stock Abstract | |
Preferred Stock | 10. Preferred Stock - Series A preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights and are convertible into common shares at the rate of $1.00 per common share at any time at the discretion of the holder Series A preferred shares rank senior to common shares and Series B preferred shares with respect to the right to receive dividends. - Series B preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are entitled to 100 votes for each share held, and are convertible into 100 common shares at any time at the discretion of the holder. Series B preferred shares are senior to common shares. - Series C preferred shares, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights, and convertible into common shares at the rate of $1.00 per common share at any time at the discretion of the holder. Series C preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Upon issue of the dividend, the value of such shares shall be deemed to be retired. Series C preferred shares rank senior to the common shares and Series B preferred shares with respect to the right to receive dividends - Series D preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights, and can be converted into common shares at a rate of $1.00 per common share. Series D preferred shares are seen you two common shares and Series B preferred shares, and holders of Series D preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Upon issue of the dividend, the value of such Series D preferred shares shall be deemed to be retired. On July 8, 2015, the Company approved the creation of four classes of preferred stock. - Series A preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights and are convertible into common shares at the rate of $1.00 per common share at any time at the discretion of the holder Series A preferred shares rank senior to common shares and Series B preferred shares with respect to the right to receive dividends. - Series B preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are entitled to 100 votes for each share held, and are convertible into 100 common shares at any time at the discretion of the holder. Series B preferred shares are senior to common shares. - Series C preferred shares, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights, and convertible into common shares at the rate of $1.00 per common share at any time at the discretion of the holder. Series C preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Upon issue of the dividend, the value of such shares shall be deemed to be retired. Series C preferred shares rank senior to the common shares and Series B preferred shares with respect to the right to receive dividends - Series D preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights, and can be converted into common shares at a rate of $1.00 per common share. Series D preferred shares are seen you two common shares and Series B preferred shares, and holders of Series D preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Upon issue of the dividend, the value of such Series D preferred shares shall be deemed to be retired. On November 4, 2015, Phoenix Bio Pharmaceuticals Corporation were issued 2,000,000 Series B Preferred Shares in exchange for 27,600 common shares (27,600,000 pre-split). On February 18, 2016, YP Holdings, LLC was issued 1,000,000 Series B Preferred Shares in exchange for 667 common shares (. On February 28, 2016 YP Holdings, LLC converted 2,000 preferred shares into 2,000 common shares and on March 4, 2016, a further 2,400 preferred shares into common shares As at February 28, 2018, Phoenix Bio Pharmaceuticals Corporation owned 2,000,000 Series B Preferred Shares. YP Holdings, LLC owned 995,600 Series C Preferred Shares. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Feb. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Options | 11. Common Stock Options There were no common stock options on issue as at February 28, 2018. |
Convertible Promissory Note
Convertible Promissory Note | 12 Months Ended |
Feb. 28, 2018 | |
Convertible Promissory Note | |
Convertible Promissory Note | 12. 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 $61,388.89 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 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 February 22, 2018 $ 74,496 $ 24.00 3,104 — 3,104 *Market Price as defined by the Typenex Note |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On May 31, 2018, the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company has changed its name with the State of Nevada from Stem Bioscience, Inc. to Phoenix Life Science International Limited. Pursuant to the Agreement and Plan of Merger, dated as of September 18, 2018 as (The “Merger Plan” by and between Phoenix Life Sciences International Limited, a Nevada Corporation (the “Company”) and Phoenix Life Sciences International Limited, a Canadian Corporation (“PLSI CA”), the Company completed its merger with PLSI CA, with the Company as the surviving entity. On September 18, 2018, the Company’s Board of Directors announced the finalized consolidation activities of Phoenix Life Sciences International Limited with Stem Biosciences, Inc., Blue Dragon Ventures, and the MediJane Brand, and that the Company’s common stock would trade publicly under the symbol MJMD. On September 21, 2018, the Company announced it had obtained consent from the holder, Phoenix Bio Pharmaceuticals Corporation for the cancellation of 2,000,000 Preferred Series B shares in the Company in connection with the restructure of the Company and merger with Phoenix Life Sciences International Limited, a Canadian Corporation. On September 22, 2018, the Company’s Board of Directors accepted the resignation of Russell Stone from his position as a Director. On or about June 24, 2014, the Company entered into a Convertible Promissory Note with a face value of $1,105,000 (the “Note”) by and between the Company and Typenex Co-Investment, LLC (“Typenex”). On or about April 19, 2018, the Phoenix Life Sciences International Ltd, a Canadian Corporation (“PLSI CA”) acquired the entirety of the Notes outstanding principal and interest balance from Typenex. Upon the completion of the merger, that Note was conveyed to the Company. On September 22, 2018, the Company’s Board of Directors resolved to deem the acquired Notes principal balance satisfied, and to terminate the Note and any and all rights and obligations arising thereunder, including without limitation the cancellation of all Warrants issued to Typenex under the Note. On September 24, 2018, the Company issued 30,502,375 shares of common stock bearing the restricted legend without registration (the “Issued Shares”). Of these, 29,802,375 shares were issued in reliance on Rule 802 under the Securities Act in a 1:1 share exchange related to the merger of PLSI CA and the company as described above, and 700,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. All of the Issued Shares were issued in private transactions, and the company received no proceeds from the Issued Shares. The Issued Shares, in conjunction with the 47,571 shares of common stock previously issued by the Company, brings the current issued and outstanding share count to 30,549,946. On October 3, 2018, the following persons were appointed to the Board of the Company, Stephen Cornford, Martin Tindall as Chief Executive Officer, Janelle Marsden as Managing Director and Geoffrey Boynton as Chief Financial Officer. Lewis “Spike” Humer stepped down from his executive role but remains a Director. On October 3, 2018, the Company agreed to issue 48,000 shares of restricted common stock to KHAOS Media Group as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act for services previously rendered and invoiced between March and December 2014. On November 2, 2018, FINRA confirmed the name change and change of symbol to “PLSI” On November 9, 2018, the Company announced that 2,000,000 Series C Preferred Stock had been cancelled and all convertible debt had been retired. There was no outstanding preferred stock on issue as at this day. On December 4, 2018, the Company issued 229,600 common shares as part of settlement agreements. On December 17, 2018, the Company issued 675,028 common shares which included 191,668 common shares as part of settlement agreements and 483,360 common shares issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On January 11, 2019, the Company issued 500,600 common shares to YP Holding, LLC. as part of a settlement agreement. On January 15, 2019 the Company issued 54,580 common shares which included 53,500 common shares as part of settlement agreements and 1,080 common shares issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. On February 20, 2019 the Board of the Company appointed Michael Gobel, who has long and distinguished career in corporate finance in Australia, as a non-executive Director On February 26, 2019 the Company issued 315,928 common share which included 5,460 common shares as part of settlement agreements, 126,750 common shares issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act and 183,718 for cash consideration. On April 2, 2019 the Company issued 151,216 common share for cash consideration. Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the consolidation of business in 2018. During that time, affiliates of the Company provided certain working capital and covering of costs related to the consolidation. Subsequently the Company has entered into subscription agreements with certain affiliates and key non-affiliate investors to provide a total of approximately USD $2.1million of financing. Shares of common stock issued for this total financing represent approximately 800,000. The key non-affiliate investor who had previously entered into a subscription agreement to purchase USD $20 million of shares at $10 per share with Phoenix Life Sciences International Limited Canada has entered into an agreement to exchange the subscription for warrants to purchase Company common stock at a price of $10, with the purchases to be completed by December 31, 2019. Further, as part of the merger and consolidation, Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) entered into settlement agreements with former investors, employees and contractors whereby their debt, shares held in entities subject of the consolidation, or outstanding amounts were settled in exchange for a full release of claims and the Company issuing approximately eight (8) million shares and the assumption of approximately $2 million of settlements payable. The purpose of the consolidation, in addition to providing the deemed necessary relationships and contracts for the Company to execute on its strategy, was to settle any potential claim or liability to ensure that the Company was not subject to any claims by former investors, employees and contractors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - |
Basis of Consolidation | Basis of Consolidation |
Use of Estimates | Use of Estimates - Other items subject to estimates and assumptions include the carrying amount of valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
Cash and cash equivalents | 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 financial assets 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 Loss | 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 sale 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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - |
Reclassifications | Reclassifications - |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Convertible Promissory Note | |
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 February 22, 2018 $ 74,496 $ 24.00 3,104 — 3,104 *Market Price as defined by the Typenex Note |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - shares | Feb. 28, 2018 | Feb. 22, 2018 | Feb. 28, 2017 | Nov. 04, 2015 | Jan. 05, 2015 |
Common shares issued | 34,171 | 3,104 | 31,067 | ||
Phoenix Bio Pharm [Member] | Additional License Agreement [Member] | |||||
Common shares issued | 276,000,000 | ||||
Phoenix Bio Pharm [Member] | Preferred Series B [Member] | |||||
Common shares issued | 2,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | Feb. 28, 2018 | Feb. 28, 2017 |
Accounting Policies [Abstract] | ||
Common stock, outstanding | 34,171 | 31,067 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Feb. 28, 2018USD ($) | |
Net operating losses | $ 19,150,000 |
Deferred tax asset net operating loss | $ 2,872,500 |
Minimum [Member] | |
Expiration Date | Jan. 1, 2030 |
Maximum [Member] | |
Expiration Date | Dec. 31, 2038 |
License Agreement - Phoenix B_2
License Agreement - Phoenix Bio Pharmaceuticals, Inc. (Details Narrative) - USD ($) | Jan. 05, 2015 | Mar. 14, 2014 | Feb. 28, 2015 | Feb. 28, 2019 | Jul. 08, 2015 |
Issuance price per share | $ 10.50 | ||||
Preferred Series B [Member] | |||||
Preferred stock, par value | $ 0.0001 | ||||
Phoenix Bio Pharm [Member] | |||||
Term of the agreement | 3 years | ||||
Common stock held by licensee | 276,000,000 | ||||
Phoenix Bio Pharm [Member] | Preferred Series B [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) | 250,000,000 | ||||
Shares issued for agreement | $ 4,000,000 | ||||
Term of the agreement | 10 years | ||||
Useful life | 10 years | ||||
Issuance price per share | $ 0.016 | ||||
Value of stock issuance over market value of license agreement (percent) | 33.00% | ||||
Impairment of license agreement | $ 14,014,189 | ||||
Reduction in paid in capital for impairment | $ 2,282,132 | ||||
License Agreement | $ 3,000,000 | ||||
Phoenix Bio Pharm [Member] | License Agreement [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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 29, 2016 | Feb. 28, 2015 | Sep. 18, 2014 | Aug. 14, 2014 | Jun. 30, 2015 | Mar. 31, 2014 | Feb. 28, 2018 | Feb. 28, 2015 | Feb. 28, 2017 |
Kronos [Member] | |||||||||
Lease term | 4 years | ||||||||
Monthly rent expense | $ 2,500 | ||||||||
Rent expenses | 7,500 | ||||||||
(Increase) Decrease in security deposit | 1,250 | ||||||||
Advisory service fees | $ 1,250 | $ 10,000 | 120,000 | ||||||
Phoenix Bio Pharm [Member] | |||||||||
Term of the agreement | 3 years | ||||||||
Loans made to related parties | $ 197,860 | ||||||||
Product development expense | 15,000 | ||||||||
Phoenix Pharms [Member] [Default Label] | |||||||||
Interest rate | 8.00% | ||||||||
Loans made to related parties | $ 85,000 | ||||||||
Due from related party | $ 2,687 | 2,687 | |||||||
Due from related party loan | 61,262 | $ 39,892 | 61,262 | $ 39,892 | |||||
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] | |||||||||
Due from related party loan | $ 52,492 | ||||||||
Russell Stone - CEO [Member] | |||||||||
Ownership interest of Company | 14.00% | ||||||||
Mr. Humer - CEO And Director [Member] | |||||||||
Monthly agreement payment | $ 1,500 | ||||||||
Loans made to related parties | $ 81,000 | 19,000 | |||||||
Due from related party loan | $ 27,000 | $ 27,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Feb. 22, 2018 | Feb. 28, 2018 | Feb. 28, 2017 |
Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 990,000,000 | 990,000,000 | |
Common stock, shares issued | 3,104 | 34,171 | 31,067 |
Principal amount of debt converted | $ 74,496 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Feb. 28, 2018 | Mar. 04, 2016 | Feb. 28, 2016 | Nov. 04, 2015 | Jul. 08, 2015 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2017 | Feb. 18, 2016 |
Conversion price per share (in dollars per share) | $ 10.50 | ||||||||
YP Holding, LLC [Member] | Common Stock [Member] | |||||||||
Number of preferred shares converted | 2,400 | 2,000 | |||||||
Preferred Series D [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||
Conversion price per share (in dollars per share) | $ 1 | ||||||||
Preferred Series D [Member] | YP Holding, LLC [Member] | |||||||||
Percentage gross cash sale income | 10.00% | ||||||||
Preferred Series C [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||
Conversion price per share (in dollars per share) | $ 1 | ||||||||
Preferred stock, issued | 995,600 | 995,600 | 998,000 | ||||||
Preferred Series C [Member] | YP Holding, LLC [Member] | |||||||||
Number of preferred stock, owned | 995,600 | ||||||||
Percentage gross cash sale income | 10.00% | ||||||||
Preferred Series B [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||
Preferred stock, voting rights | 100 votes for each share held | ||||||||
Preferred stock, issued | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Number of preferred stock, owned | 2,000,000 | ||||||||
Preferred Series B [Member] | Phoenix Bio Pharm [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, issued | 2,000,000 | 2,000,000 | 2,000,000 | 1,000,000 | |||||
Number of preferred shares exchange | 27,600 | 667 | |||||||
Number of preferred stock, pre-split | 27,600,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||
Conversion price per share (in dollars per share) | $ 1 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | Feb. 22, 2018 | Feb. 28, 2018 | |
Debt principal amount | $ 74,496 | ||
Notice #1 [Member] | |||
Date of Notice | Feb. 22, 2018 | ||
Debt principal amount | $ 74,496 | ||
Market Price | [1] | $ 24 | |
Conversion Shares | 3,104 | ||
Total Shares Issued | 3,104 | ||
[1] | Market Price as defined by the typenex note |
Convertible Promissory Note (_2
Convertible Promissory Note (Details Narrative) | Feb. 12, 2015USD ($) | Dec. 16, 2014USD ($) | Jun. 24, 2014USD ($)Number$ / shares | Sep. 30, 2015USD ($) | Feb. 28, 2019$ / shares | Feb. 28, 2018USD ($) | Feb. 28, 2017USD ($) | Jan. 28, 2015USD ($) | Jan. 23, 2015USD ($)shares | Jan. 09, 2015USD ($) | Nov. 30, 2014USD ($) |
Share price | $ / shares | $ 10.50 | ||||||||||
Derivative liability | $ 390,009 | $ 471,437 | |||||||||
Securities Agreement [Member] | Typenex Note [Member] | |||||||||||
Debt amount | $ 1,105,000 | $ 890,800 | |||||||||
Conversion price per common share | $ / shares | $ 1 | ||||||||||
Original issue discount | $ 20,000 | 85,000 | |||||||||
Number of tranches | Number | 11 | ||||||||||
Proceeds from notes payable | $ 150,000 | $ 150,000 | |||||||||
Membership interest pledged | 40.00% | ||||||||||
Warrant issued fair value | $ 552,500 | ||||||||||
Debt installment amount | $ 61,389 | ||||||||||
Number of consecutive trading days | 20 days | 20 days | |||||||||
Conversion price equals average closing bid price (percent) | 60.00% | 70.00% | |||||||||
Share price | $ / shares | $ 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 penalties waived | $ 26,755 | $ 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 | shares | 50,925,000 | ||||||||||
Securities Agreement [Member] | Typenex Note [Member] | Maximum [Member] | |||||||||||
Ownership interest of Company | 9.99% | ||||||||||
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] | Tranche [Member] | |||||||||||
Debt amount | $ 85,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Original issue discount | $ 8,500 | ||||||||||
Debt term | 23 months |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 02, 2019 | 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. 28, 2018 | Sep. 22, 2018 | Feb. 28, 2017 | Jan. 28, 2015 | Jun. 24, 2014 |
Number of common stock, outstanding | 34,171 | 31,067 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Shares issued new issues during the period (shares) | 151,216 | ||||||||||||||
Shares issued for settlements during the period (shares) | 315,928 | 54,580 | 675,028 | ||||||||||||
Subsequent Event [Member] | Subscription Agreements [Member] | |||||||||||||||
Shares issued new issues during the period (shares) | 800,000 | ||||||||||||||
Shares issued new issues during the period | $ 2,100,000 | ||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Private Placement [Member] | |||||||||||||||
Shares issued new issues during the period (shares) | 30,502,375 | ||||||||||||||
Number of common stock, issued | 30,549,946 | 47,571 | |||||||||||||
Number of common stock, outstanding | 30,549,946 | 47,571 | |||||||||||||
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 description | 1:1 | ||||||||||||||
Stock issued for services (shares) | 700,000 | ||||||||||||||
Preferred Series C [Member] | Subsequent Event [Member] | |||||||||||||||
Number of preferred shares cancelled (shares) | 2,000,000 | ||||||||||||||
Phoenix Bio Pharm [Member] | Preferred Series B [Member] | |||||||||||||||
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 | ||||||||||||||
Non Affiliate Investor [Member] | Subsequent Event [Member] | Subscription Agreements [Member] | |||||||||||||||
Number of share to be purchased under agreement | 20,000,000 | ||||||||||||||
Share price | $ 10 | ||||||||||||||
Non Affiliate Investor [Member] | Subsequent Event [Member] | Subscription Agreements [Member] | Warrant [Member] | |||||||||||||||
Share price | $ 10 | ||||||||||||||
Settlement Agreements [Member] | Phoenix Life Sciences International Limited [Member] | |||||||||||||||
Shares issued for settlements during the period (shares) | 8,000,000 | ||||||||||||||
Assumption of settlements payable in merger | $ 2,000,000 | ||||||||||||||
Settlement Agreements [Member] | Subsequent Event [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 | ||||||||||||
Settlement Agreements [Member] | YP Holding, LLC [Member] | Subsequent Event [Member] | |||||||||||||||
Shares issued for settlements during the period (shares) | 500,600 | ||||||||||||||
Securities Agreement [Member] | Typenex Note [Member] | |||||||||||||||
Debt amount | $ 890,800 | $ 1,105,000 |