UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, ~~2018~~2019

☐ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to ______________

Commission file number 333-167275

PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

(Exact name of Company as specified in its charter)

Nevada		46-0525378
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3000 Lawrence Street, Denver CO		80205
4262 Blue Diamond Road #102-277, Las Vegas, NV		89139
(Address of principal executive offices)		(Zip Code)

Company’'s telephone number, including area code: (720) 699-7222

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
Not Applicable		Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of class)

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐[ ] No ☒[X]

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐[ ] No ☒[X]

Indicate by check mark whether the Company: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ [X] No ☐[ ]

Indicate by check mark whether the Company has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☐[ ] No ☒[X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’'s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ [ ]

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer ☐[ ] Accelerated filer ☐[ ] Non-accelerated filer ☐[X] Smaller reporting company (Do not check if a smaller reporting company) ~~Smaller reporting company ☒~~

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ [ ] No ☒[X]

The aggregate market value of Common Stock held by non-affiliates of the Company was $7026,~~032~~429,~~000~~744 based on a $102.5074 average bid and asked price of such common equity, as of ~~February~~August 2831, 2019, the last business day of the second quarter of the Company’s most recently completed fiscal year.

Indicate the number of shares outstanding of each of the Company’s classes of common stock as of the latest practicable date: 3210,~~584~~762,~~582~~ 097 common shares as of ~~February~~August 2831, 2019.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

ITEM 1 Business	3
ITEM 1A Risk Factors	11
ITEM 1B Unresolved Staff Comments	18
ITEM 2 Properties	18
ITEM 3 Legal Proceedings	18
ITEM 4 Mine Safety Disclosure	18
PART II
ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
ITEM 6 Selected Financial Data	20
ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 7A Quantitative and Qualitative Disclosures about Market Risk	24
ITEM 8 Financial Statements and Supplementary Data	24
ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
ITEM 9A Controls and Procedures	26
ITEM 9B Other Information	28
PART III
ITEM 10 Directors, Executive Officers, and Corporate Governance	28
ITEM 11 Executive Compensation	31
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	32
ITEM 13 Certain Relationships and Related Transactions, and Director Independence	34
ITEM 14 Principal Accounting Fees and Services	35
PART IV
ITEM 15 Exhibits, Financial Statement Schedules	36
SIGNATURES	38

~~PART I~~Table of Contents

Item 1. Business

	PART I
ITEM 1	Business	4
ITEM 1A	Risk Factors	13
ITEM 1B	Unresolved Staff Comments	19
ITEM 2	Properties	19
ITEM 3	Legal Procedures	20
ITEM 4	Mine Safety Disclosure	20

	PART II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
ITEM 6	Selected Financial Data	22
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	24
ITEM 8	Financial Statements and Supplementary Data	24
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
ITEM 9A	Controls and Procedures	26
ITEM 9B	Other Information	27

	PART III
ITEM 10	Directors, Executive Officers, and Corporate Governance	28
ITEM 11	Executive Compensation	30
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	32
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	34
ITEM 14	Principal Accounting Fees and Services	34

	PART IV
ITEM 15	Exhibits, Financial Statement Schedules	35
SIGNATURES		36

Forward Looking Statements.

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars ($) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

Except as otherwise indicated by the context, references in this report to “we”, “us” “our” and “the Company” are references to Phoenix Life Sciences International Limited formerly MediJane Holdings, Inc.

General Overview

The Company was incorporated in the State of Nevada on April 21, 2009, under the name Mokita Exploration, Ltd. The Company originally intended to develop its business as a mineral exploration company, however, due to the low supply of potentially profitable mining properties, the company abandoned its original plan and restructured its business strategy. The Company then focused its efforts on developing a business as a provider of credit card payment services for Canadian customers. To reflect the Company’s new focus, on February 5, 2010, it filed a Certificate of Amendment to the Articles of Incorporation changing the name to Mokita, Inc.

The board decided to enter the oil and gas industry, seeking out viable options to create value for our shareholders. On July 20, 2011, it filed a Certificate of Amendment to the Articles of Incorporation changing the name to Mokita Ventures, Inc., to reflect the company’s new business plan. The name change to Mokita Ventures, Inc. was subsequently rejected by the Financial Industry Regulatory Authority (“FINRA”) and accordingly, on May 30, 2013, it filed a Certificate of Amendment to the Articles of Incorporation to restore its name to Mokita, Inc.

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 10, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on March 10, 2014 under the new ticker symbol “MJMD”.

~~On March~~PART 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.I

~~In May~~USE ~~2018~~OF ~~the~~MARKET ~~Company~~AND ~~again~~INDUSTRY 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”.DATA

~~Our Business~~This Form 10-K includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries or through the management of companies from which we intend to acquire interests of from the proceeds of this Offering. While our management believes the third-party sources referred to in this Form 10-K are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Form 10-K or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Form 10-K to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Form 10-K.

~~After the~~Item ~~change of control on February 27, 2014, the Company became a medical delivery systems company with a pharmaceutical approach to cannabinoid treatment of various illnesses with medical marijuana~~1. Business

~~License Agreement.~~Forward OnLooking ~~March 14, 2014, the Company entered into a license agreement with Phoenix Bio Pharmaceuticals Corporation (“Phoenix Bio Pharm”)~~Statements. Pursuant to the license agreement, Phoenix Bio Pharm has granted to the Company an exclusive license for the territory of North America to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm related to certain medical cannabinoid products and delivery systems for the treatment and management of illnesses. Products falling under the license will include the following medicinal cannabis products: transdermal patches, orally administered extracts, concentrated extracts for vaporizers and inhalers, sublingual and buccal dispensing products and extraction technology, suppository delivery systems, salves, creams, gels, lotions, and liquid extracts, and any products or active ingredients sourced through Phoenix Bio Pharm affiliates or third party suppliers or licensors.

~~The Company~~This ~~also~~annual ~~had~~report ~~the~~contains ~~right~~forward-looking tostatements. ~~sublicense~~These ~~the~~statements ~~rights~~relate ~~acquired pursuant~~ to ~~the~~future ~~license~~events ~~agreement~~or ~~and~~our tofuture ~~use~~financial ~~and~~performance. ~~develop~~In ~~copyrighted materials~~some ofcases, ~~Phoenix~~you ~~Bio~~can ~~Pharm~~identify ~~for~~forward-looking ~~marketing~~statements ~~and~~by ~~distribution~~terminology ~~purposes.~~such Inas ~~consideration~~“may”, of“should”, ~~the~~“expects”, ~~acquired~~“plans”, ~~license~~“anticipates”, ~~the~~“believes”, ~~Company issued~~“estimates”, 26“predicts”,~~000,000~~ ~~shares~~“potential” or “continue” or the negative of ~~common~~these ~~stock~~terms toor ~~Phoenix~~other ~~Bio~~comparable ~~Pharm,~~terminology. ~~valued~~These atstatements ~~$13,000,000~~are ~~based~~only onpredictions ~~the~~and ~~fair~~involve ~~value~~known ofand unknown risks, uncertainties and other factors, including the ~~assets~~risks ~~acquired~~ in the ~~license~~section ~~agreement.~~entitled ~~The~~“Risk ~~Company~~Factors”, ~~planned~~that tomay ~~amortize~~cause ~~the~~our ~~cost~~or our industry’s actual results, levels of ~~the~~activity, ~~License~~performance ~~Agreement~~or ~~over~~achievements ~~the~~to ~~ten~~be ~~year~~materially ~~life~~different ~~beginning~~from ~~in August~~any ~~2014~~future results, ~~when~~levels ~~sales~~ of ~~licensed~~activity, ~~products~~performance ~~commenced~~or achievements expressed or implied by these forward-looking statements.

~~On January~~Although 5,we ~~2015,~~believe that the ~~Company~~expectations ~~entered~~reflected ~~into~~in anthe ~~additional~~forward-looking ~~license~~statements ~~agreement~~are ~~with~~reasonable, ~~Phoenix~~we ~~Bio~~cannot ~~Pharmaceuticals~~guarantee ~~Corporation~~future toresults, ~~expand the~~levels ~~territories~~of ~~covered~~activity, ~~under~~performance ~~its~~or ~~original~~achievements. ~~license~~Except ~~agreement~~as ~~dated~~required ~~March~~by 14applicable law, ~~2014.~~including ~~Under~~ the ~~terms~~securities laws of the ~~additional~~United ~~license agreement~~States, ~~the~~ ~~Company~~we ~~acquired~~do ~~the~~not ~~marketing~~intend ~~rights~~ to ~~distribute~~update ~~products~~any ~~developed~~of ~~by Phoenix Bio Pharmaceuticals Corporation in Australia and New Zealand for ten years. In exchange for~~ the ~~license,~~forward-looking ~~the~~statements ~~Company~~to ~~issued~~conform ~~250,000,000~~these ~~restricted~~statements ~~common~~to ~~shares~~actual ~~at $0~~results.~~016 per common share, for an aggregate value of $4,000,000.~~

~~On July~~Our 8,financial ~~2015,~~statements ~~the~~are ~~Company~~stated ~~agreed~~in toUnited ~~enter~~States ~~into~~Dollars 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~~are ~~Zealand~~prepared toin ~~exploit~~accordance ~~all~~with ~~presently owned~~United ~~and~~States ~~after-acquired~~Generally ~~intellectual~~Accepted ~~property~~Accounting ~~rights and know-how of Phoenix Bio Pharm related to CBD based cannabinoid products and delivery systems for the treatment and management of illnesses~~Principles. 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.

4 In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

~~In addition~~Except toas ~~the~~otherwise ~~new~~indicated ~~licensing~~by ~~agreement,~~the ~~on July 8~~context, ~~2015~~references ~~the~~in ~~Company~~this ~~has~~report ~~entered~~to ~~into an exchange agreement with Phoenix Bio Pharm where all existing common shares held by Phoenix Bio Pharm (276~~“we”,~~000,000)~~ ~~are exchanged for 2~~“us”,~~000,000~~ ~~Series~~“our” ~~B Preferred Shares, par value $0.0001. These preferred shares~~ are ~~entitled~~references to ~~100~~Phoenix ~~votes~~Life ~~for~~Sciences ~~each~~International ~~share held~~Limited, ~~and~~formerly ~~convertible~~MediJane ~~into~~Holdings, ~~100 common shares per preferred share at any time at the discretion of the holder~~Inc.

~~Subsequently, as~~General the Company 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 $2,282,112 at year ended February 28, 2015.Overview

~~Products~~We were incorporated in Nevada on April 21, 2009 under the name Mokita Exploration, Ltd. to develop our business as a mineral exploration company, however, due to the scarcity of potentially profitable mining properties, we restructured our business strategy to provide Canadian credit card payment services. To reflect this new business focus, on February 5, 2010, we filed a Certificate of Amendment to our Articles of Incorporation and changed our name to Mokita, Inc.

~~The Company~~In isApril ~~working~~2011, ~~with~~we ~~physicians,~~intended ~~scientists,~~to ~~engineers~~enter ~~and~~the ~~other~~oil ~~professional~~and ingas ~~the~~industry. ~~United~~On ~~States~~July ~~and~~20, ~~internationally~~2011, towe ~~formulate~~ filed a ~~wide~~Certificate ~~range~~of Amendment to the Articles of ~~product~~Incorporation ~~delivery~~changing ~~systems~~our name to ~~assure~~Mokita Ventures, Inc., to reflect our ~~products~~new ~~are~~business aplan, ~~precise~~which ~~and~~name ~~safe~~was ~~alternative~~rejected asby athe ~~potential~~Financial ~~treatment~~Industry ~~for chronic~~Regulatory ~~illness.~~Authority ~~These~~(“FINRA”) ~~statements~~and ~~have~~on ~~not~~May ~~been~~30, ~~evaluated~~2013, bywe ~~the~~filed ~~Food~~a ~~and~~Certificate ~~Drug~~of ~~Administration.~~Amendment ~~These~~to ~~products~~the ~~are~~Articles ~~not~~of ~~intended~~ Incorporation to ~~diagnose,~~restore ~~treat,~~our ~~cure~~name orto ~~prevent~~Mokita, ~~disease~~Inc.

~~The Company~~On ~~has~~February 27, 2014, we had a change of control as a result of Irma Colon-Alonso resigning as our officer/director and Ronald Lusk being appointed our President/CEO/Director; the following ~~products~~day, ~~for~~February ~~medicinal~~28, ~~use~~2014, inour board of directors and a majority of our voting securities approved a change of name to MediJane Holdings Inc. A Certificate of Amendment to affect that name change became effective with the Nevada Secretary of State on March 4, 2014 and was approved by FINRA, effective as of ~~California:~~March 10, 2014. The name change was effective with OTC Markets at the opening of trading on March 10, 2014 under the new ticker symbol "MJMD".

Transdermal Patches. Developed out of the commitment for accurate dosing and the application of pharmaceutical grade delivery methods within the cannabis industry. Six (6) formulations of patches are in development with ongoing research for many more to come. The patches retail for approximately $8-$12.50 per patch.4

~~Medi-Strip Relaxation:~~On ~~Medi-Strips~~March ~~are~~8, a2017, ~~thin-film~~we ~~strip~~filed ~~designed~~an ~~for~~Amendment ~~relaxation~~to ~~and~~our ~~relief~~Articles of ~~pain~~Incorporation ~~and~~with ~~inflammation.~~the ~~The~~Nevada ~~strips~~Secretary ~~retail for~~of ~~approximately~~State ~~$7.50 per patch. The Company seeks~~ to ~~distribute~~change ~~its~~our ~~products~~name infrom ~~states~~MediJane ~~where medical and recreational use of marijuana products are approved~~Holdings, itInc. ~~plans~~ to ~~distribute~~Stem ~~and sell future products~~Bioscience, ~~including~~Inc. ~~but not limited to:~~

~~Capsules. Activated~~In ~~cannabinoid~~May ~~capsules~~2018, ~~that~~we ~~contain~~changed ~~specific~~our ~~non-psychoactive~~name ~~and~~to ~~psychoactive~~Phoenix ~~ratios~~Life ~~utilizing~~Sciences ~~natural~~International ~~uptake~~Limited ~~agents for~~pursuant ~~low~~to ~~dose~~a ~~flexibility~~Certificate ~~for~~of Amendment filed with the ~~potential~~Nevada Secretary of ~~controlling~~State ~~inflammation,~~effective ~~muscle~~May ~~spasms~~31, ~~neuropathic~~2018. ~~pain~~The name change was accepted by FINRA and ~~many~~became ~~other~~effective ~~ailments. The~~with ~~capsules~~the ~~shall~~OTC ~~retail~~Markets aton ~~$50-$75~~November ~~per~~2, ~~package~~2018 with our new trading symbol, “PLSI”.

~~Vaporizing Pharmaceutical~~In ~~Grade~~September ~~Cannabis.~~2018, ~~Vaporizing~~we iscompleted a ~~common~~merger ~~technique~~and ~~for~~consolidation ~~consuming~~with ~~marijuana~~Phoenix Life Sciences International Limited (Canada). As part of the consolidation, ~~while~~the Series B Preferred Shares owned by Phoenix Bio Pharmaceuticals were cancelled. Phoenix Life Sciences International Limited (Canada) had entered into asset purchase agreements with Phoenix Life Sciences Inc, atPhoenix ~~the~~Bio ~~same~~Pharmaceuticals ~~time~~Corporation, ~~negating many~~Phoenix ~~irritating~~Pharms ~~respiratory~~Capital ~~toxins~~Corporation ~~that~~and ~~exits~~Phoenix ~~within~~Pharms ~~the~~Inc ~~grown~~to ~~marijuana~~consolidate ~~flower~~all assets, liabilities, trade secrets, knowhow, diagrams and ~~are~~business ~~released~~plans, ~~when~~as ~~smoked~~well as all government relationships and pending contracts. ~~Each~~Other ~~product~~than ~~package shall~~as ~~retail~~specifically atnegotiated ~~$50-$75~~with ~~per~~former ~~package~~employees, contractors and officers, all shareholders were provided with a share exchange to receive one share of our common stock for one share previously owned in one of these predecessor named companies.

~~Medi-Mist Oral~~Pursuant ~~Spray.~~to ~~Sublingual~~the ~~sprays~~September ~~provide effective~~18, ~~fact~~2018 ~~acting~~Agreement ~~cannabinoid~~and ~~delivery~~Plan ~~because~~of ~~they~~Merger ~~are~~by ~~generally~~and ~~accepted~~between asPhoenix ~~allowing direct~~Life ~~access~~Sciences toInternational ~~the~~Limited, ~~blood~~a ~~stream.~~Nevada ~~Each~~Corporation, ~~spray~~and ofPhoenix ~~MediJane~~Life ~~Medi-mist~~Sciences ~~delivers~~International ~~2.5~~Limited, mga ofCanadian ~~cannabinoids.~~Corporation ~~Every~~(“PLSI ~~patient’s~~CA”), ~~metabolism is~~we ~~different~~completed ~~and~~the ~~dosage~~merger ~~needs~~with ~~vary.~~PLSI ~~Each~~CA, ~~bottle~~with ~~shall~~Phoenix ~~retail~~Life ~~for~~Sciences ~~$45-$60~~International ~~per~~Limited ~~bottle~~as the surviving public entity.

5 On September 18, 2018, we announced the final consolidation activities of Phoenix Life Sciences International Limited with Stem Biosciences, Inc., Blue Dragon Ventures, and the MediJane Brand, and further announced that our common stock would trade publicly under the symbol MJMD, which symbol was changed on November 2, 2018 to PLSI.

CV Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced their consolidated business in 2018, ~~Inc~~after which our affiliates provided working capital to meet the consolidation costs. We then entered into subscription agreements with certain affiliates and non-affiliate investors to provide approximately financing of $2,100,000 ~~FKA~~in ~~CannaVest~~return ~~Corp~~for issuance of 800,000 shares. A non-affiliate investor who had previously entered into a subscription agreement to purchase $20,000,000 of our common stock shares at $10 per share with Phoenix Life Sciences International Limited (Canada) entered into an agreement to exchange the subscription for warrants to purchase our common stock at a price of $10, with the purchase to be completed by December 31, 2019.

~~On December 23~~Further, ~~2014,~~as ~~the~~part ~~Company entered into an agreement to purchase $1,200,000 worth~~ of ~~raw material inventory to be obtained from CannaVest Corp. to use in~~ the ~~Company’s~~merger ~~cannabidiol~~and ~~product formulations~~consolidation, ~~and~~Phoenix aLife ~~convertible~~Sciences ~~promissory~~International ~~note~~Limited ~~for~~(Canada) ~~$1,200,000 with~~and ~~CannaVest~~Phoenix ~~Corp.~~Life ~~The~~Sciences ~~note~~International ~~accrues~~Limited ~~simple~~(Nevada) ~~interest~~entered atinto asettlement ~~rate~~agreements ofwith ~~10%~~former ~~per~~investors, ~~annum~~employees and iscontractors ~~due~~whereby ~~and~~their ~~payable~~debt, inshares ~~six~~held ~~months~~in ~~from~~entities ~~the date~~subject of ~~issue.~~the ~~The note cannot be prepaid. At any time~~consolidation, ~~the~~or outstanding ~~principal~~amounts ~~amount~~were ofsettled ~~this~~in ~~note~~exchange ~~and~~for ~~all accrued but unpaid interest under this note can be converted into common shares at~~ a ~~price~~full ~~equal~~release ~~to the lesser~~ of ~~$0.02 per common share~~claims, ~~the~~we ~~closing sale~~issued ~~price~~8,000,000 ~~or the average of the lowest closing sale prices of the Company’s~~ common stock shares ~~during~~to the ~~five~~various ~~trading~~parties, ~~day period~~and ~~immediately~~assumed ~~preceding~~$2,000,000 ~~the date~~ of ~~such~~settlements ~~determination~~payable. ~~Should~~Through the ~~Company default on this convertible promissory note~~consolidation, ~~all outstanding~~we ~~obligations~~established ~~payable by~~ the ~~Company~~necessary ~~are~~relationships ~~immediately~~and ~~due~~contracts ~~and~~for ~~payable.~~our Inexecution ~~addition~~strategy, ~~CannaVest~~and ~~Corp.~~settle ~~may exercise~~ any ~~other~~ ~~right,~~potential ~~power~~claim or ~~remedy~~liability ~~permitted~~in byconnection ~~law.~~with ~~Further,~~any ~~upon~~claims ~~even~~by offormer ~~default~~investors, ~~all~~employees ~~unpaid~~and ~~obligations under this note shall bear interest at the rate of 12% per annum~~contractors.

~~In connection~~On ~~with~~September ~~the convertible promissory note dated December 23~~22, ~~2014~~2018, ~~the~~our ~~Company~~Board ~~subsequently issued warrants to purchase 20,000,000 common shares at an exercise price~~ of ~~$0.02~~Directors ~~per~~accepted ~~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~~resignation ~~shall have access to the technical and management staff~~ of ~~CannaVest~~Russell ~~Corp.~~Stone ~~for~~as ~~the~~our ~~development of products to be manufactured from cannabidiol sourced from CannaVest Corp~~Director.

On or ~~about~~October ~~January 25~~3, ~~2016~~2018, the ~~Company~~following ~~entered~~persons ~~into~~were anappointed ~~Amendment No. 1~~ to ~~the~~our ~~Convertible~~Board ~~Promissory~~of ~~Note~~Directors ~~executed by~~ and ~~between the~~officer ~~Company~~positions: ~~and~~Stephen ~~CV Sciences~~Cornford, ~~Inc.~~Martin ~~(FKA~~Tindall ~~Cannavest Corp. and referred to herein~~ as ~~“CVS”)~~Chief ~~dated~~Executive ~~December 23~~Officer, ~~2014~~Janelle ~~(the “Note”),~~Marsden ~~whereby~~as ~~the~~Managing ~~company~~Director and ~~CVS~~Geoffrey ~~agreed~~Boynton toas ~~terminate~~Chief ~~the~~Financial ~~Note~~Officer. ~~upon~~Lewis ~~the~~“Spike” ~~Company’s~~Humer ~~return~~resigned ofas ~~five~~Interim ~~containers of~~Chief ~~raw~~Executive ~~hemp~~Officer ~~oil~~but towas ~~CVS~~appointed as ~~the~~our ~~product was not of an acceptable quality standard~~Director. ~~As of February 28, 2017 all the remaining product had been returned to CVS.~~

~~GoKush~~On February 2019, our Board of Directors appointed Michael Gobel as our Director.

~~On May~~Our 13, 2014, the Company entered into a distribution agreement with South Pacific Resources, Inc., DBA GoKush.com LLC (“GoKush”) that is part of a not-for-profit California Cooperative Corporation that is dedicated to providing safe and legal access to medical marijuana for patients throughout California. Pursuant to the agreement, amongst other things, the Company issued GoKush 200,000 common shares of the Company. GoKush agreed to become the online ordering platform for the ordering and re-stock of the Company’s products in California. As of October 2014, Medi-Strips have been available for sale through the GoKush online ordering system.Business

~~As consideration~~Restructured ofin ~~the~~2018 ~~distribution~~through ~~agreement~~merger and consolidation, ~~the~~we ~~Company~~are ~~issued~~a ~~GoKush~~holding ~~200,000~~company ~~shares~~that ofoperates ~~the~~through ~~Company’s~~our ~~restricted~~operating ~~common stock~~subsidiaries ~~valued~~with atthe ~~$172,000.~~ultimate ~~The~~goals ~~Company~~of ~~was~~owning toand ~~amortize~~operating ~~the~~a ~~cost~~network of ~~the~~pharmaceutical ~~Distribution~~manufacturing ~~Agreement~~laboratories, ~~over~~farming ~~the~~operations, ~~ten~~community ~~year~~clinics ~~life~~and ~~beginning October~~dispensing ~~2014~~pharmacies ~~when~~focused on~~-line~~ ~~sales~~providing ofvertically ~~product~~integrated ~~commenced~~healthcare solutions in partnership with national healthcare systems.

~~However~~ Our focus is to create healthcare solutions through the ~~Company~~use ~~was~~of ~~not~~cannabinoids ~~paid~~to ~~for~~manage ~~any~~a ~~sales~~broad range of health conditions, both generically and asthrough ~~such~~our ~~the~~proprietary ~~Company~~formulations. ~~determined~~We ~~that~~intend ~~there~~to isestablish nofarming ~~value~~operations inand ~~the~~pharmaceutical ~~distribution~~manufacturing ~~agreement. Accordingly~~laboratories anusing ~~impairment~~specific strains of ~~$141,800~~the ofcannabis sativa plant and other cannabinoids as a base element in the ~~distribution~~range ~~agreement~~of ~~was~~products ~~made~~produced and ~~paid-in~~sold. ~~capital~~Our ~~was~~goal ~~reduced~~is byto ~~$13~~research,~~000~~ ~~for~~produce, and distribute products around the ~~year~~ ~~ended~~globe ~~February~~that 28target and treat; diabetes, ~~2015~~cancer, pain, autoimmune, psychological, neurological, and sleep disorders.

~~Strategic Alliances~~5

Phoenix ~~Bio~~ ~~Pharm~~Metabolic is athe ~~biopharmaceutical~~initial ~~company~~product ~~focused~~we onintend ~~the~~to ~~acquisition~~manufacture and ~~manufacturing~~distribute. Extracted from specific strains of ~~key~~cannabis ~~intellectual~~sativa, ~~property~~Phoenix ~~relating~~Metabolic has been developed to ~~cannabinoid~~ ~~treatment~~provide ~~methodologies~~a safe, non-toxic and efficacious way to manage blood sugar levels and diabetic complications. This is based on mounting levels of ~~medical~~data ~~delivery~~supporting ~~systems~~the ~~for~~use of cannabinoids in the ~~treatment~~management of diabetes and ~~management~~clinical experience of aour ~~wide~~U.S. ~~variety~~Diabetes Director. The final formulation is estimated to be completed by the end of ~~illness and~~2019 ~~conditions~~in conjunction with our research partner.

6 We plan to build an integrated healthcare organization by creating products and programs using emerging biological products, such as cannabinoid plant extracts. We intend to deliver these programs through managed agriculture, pharmaceutical production, physician education and national networks of community clinic and dispensing pharmacies, combined with wholesale and distribution networks. Leading formulators have developed a range of pharmaceutical-grade products from the cannabis plant. We will utilize our intellectual property in extraction technology, delivery systems, and distribution to produce high-quality products in terms of control, consistency, accountability, and packaging.

~~Sales~~ We anticipate that our delivery systems will eventually include oral soft gel capsules, thin film dissolvable strips, transdermal patches, sublingual oral sprays, suppositories and ~~Marketing~~topical creams.

~~Sales representatives~~We ~~are~~initially ~~made~~intend upto produce our products, in the Republic of ~~pharmaceutical~~Vanuatu, ~~and~~using ~~medical~~cannabinoids ~~appliance~~derived ~~trained~~from ~~sales~~various ~~professionals~~strains of cannabis sativa. Several of these strains may be classified as Industrial Hemp. Industrial Hemp has been defined as an exclusion/exception to the Controlled Substances Act (“CSA”), as, “the plant Cannabis sativa L. and ~~their~~any ~~roles~~part ~~include~~of such plant, whether growing or not, with a delta-9 tetrahydrocannabinol (“THC”) concentration of not more than 0.3 percent on a dry weight basis.” Although it is clear that marijuana is a Schedule I controlled substance under the ~~education~~ CSA, not all parts of ~~medical~~the ~~professionals~~Cannabis insativa ~~their~~L. ~~target~~plant ~~areas~~are considered as ~~well~~such under the federal definition. Moreover, as ~~sales~~set forth in the Agriculture Act of 2016 (commonly known as the Farm Bill), the entire industrial hemp plant is lawful and is not subject to ~~existing~~the ~~dispensaries.~~CSA

~~We have~~Phoenix ~~initially~~Life’s ~~launched~~Vanuatu ~~our~~operation ~~products~~is inlicensed ~~the~~as ~~State~~a ofpharmaceutical ~~California~~manufacturer in Vanuatu. WeShould ~~plan~~amendments to ~~roll~~the ~~out~~Dangerous ~~our~~Drugs ~~products~~Act be passed in ~~phases~~Vanuatu, ~~region~~our byVanuatu ~~region~~operations plans to seek licensing for cultivation and ~~state~~ byexport ~~state,~~of incannabis ~~accordance~~derived ~~with~~products. ~~individual~~While, ~~state~~the ~~medical~~United ~~marijuana~~States ~~and~~maintains cannabis ~~laws.~~sativa, Inand specifically THC as a Schedule 1 Controlled Substance, the ~~future~~Republic of Vanuatu has joined over thirty (30) countries, weincluding ~~have~~Canada, ~~plans~~Australia, toNew ~~open branded~~Zealand ~~wellness~~and ~~clinic’s/dispensaries~~the United Kingdom in legalizing cannabis for medical use.

~~At least~~We 28plan ~~states~~to ~~plus~~provide ~~Washington~~capital DCto ~~have~~a ~~passed~~series ~~laws~~of ~~for~~fully ~~medicinal~~or ~~cannabis~~partially ~~use,~~owned ~~ranging~~or ~~from~~partnership ~~cannabidiol~~laboratories ~~(CBD)~~and ~~only~~ventures towith ~~broad~~medical ~~spectrum~~ professionals, researchers, cannabinoid ~~use.~~related Inprojects ~~2012~~and pharmacists, ~~Colorado~~by providing access to intellectual property and ~~Washington~~distribution ~~legalized~~networks, ~~marijuana~~plus a range of services that will include the following: preparing the legal framework for ~~recreational~~new ~~use.~~products, Inpurchasing ~~2014~~real estate for cultivation and manufacture, ~~Oregon~~building of production facilities, community clinics and ~~Alaska~~dispensing ~~legalized medical~~pharmacies ~~marijuana~~and ~~for~~retail ~~recreational~~outlets ~~use~~as well as operating of health and wellness centers.

~~The Company~~Pending isadequate ~~forming~~financing, ~~strategic~~licensing, ~~partnerships~~legal ~~with~~passage ~~pharmaceutical~~of medical cannabis legislation, we will establish cultivation and ~~medical~~export ~~device~~of cannabis derived products from Vanuatu, to earn revenue through the sales ~~professionals~~of products by supplying products and services to ~~capitalize~~national onhealthcare ~~this~~systems, ~~growing new~~doctors’ ~~market~~offices, pharmacies, ecommerce and our community clinic and dispensing pharmacy network.

~~As published~~Contingent byupon adequate financing and required licenses from the ~~Huffington~~Vanuatuan ~~Post~~Government, infor ~~November~~cultivation, ~~2013~~manufacture and dispensing of cannabis derived products, we plan to complete the ~~medical~~development ~~marijuana~~and ~~market~~roll isout ~~larger~~of ~~than~~5 ~~the~~acres ~~smartphone~~of ~~market.~~cultivation ~~The~~and ~~Company believes~~post ~~that~~5 ~~the~~acre ~~medical~~trial, ~~marijuana~~pharmaceutical manufacturing laboratories, community clinics and dispensing pharmacies, clinical data gathers and completion of patent preparation. Potentially, this is ~~among~~estimated ~~one~~to provide service for up to five hundred thousand (500,000) diabetes patients annually, with a target revenue of $300 per patient per year. This initial production will focus on the ~~fastest-growing~~production ~~markets~~and inresale throughout the ~~United~~Western ~~States.~~Pacific ~~The~~Region ~~Company~~of ~~plans~~soft togel ~~secure~~ capsules containing cannabinoids derived from a ~~large~~specific ~~share~~strain of cannabis sativa that forms the ~~market~~basis ~~place~~for byour ~~providing~~diabetes ~~superior~~management formulation, Phoenix Metabolic, as well as related planned future cannabinoid products, including study products for clinical trials. Once fully operational, our laboratory will be used for the extraction of cannabinoids, infusion, and packaging, and it will also provide logistics and delivery on an international level through local airports. We anticipate that once operating at fully capacity, our initial Vanuatu laboratory will be designed to be able to produce 2,000,000 soft gel capsules per day, based on equipment operating for six hours per day in a five-day work week.

~~Industry Analysis~~Subject to the success of our initial production facility, the successful roll out of distribution, and adequate financing, we intend to expand at a rate of 200 acres per year to accommodate a small portion of the 680 million diabetes worldwide, in addition to patients served through the addition of other products in our Life portfolio. We also intend to establish joint ventures with universities and other institutions to engage in research designed to develop pharmaceuticals derived from cannabis extracts. We will seek partners to establish a research study on the use of cannabinoids, and specifically Phoenix Metabolic to combat diabetes blood sugar management and the complications related to diabetes and other metabolic disorders.

The health, wellness and cannabinoid industries in the United States have been growing due to a substantial growth in the numbers of states approving the use of medical and adult-use marijuana and cannabinoid products. Additionally, in recent years, several internationally recognized medical journals and medical professionals including CNN’s chief medical correspondent, Dr. Sanjay Gupta, have published results relating to the use of cannabinoids in the treatment of cancer, childhood seizures, Parkinson’s and Alzheimer’s disease, Multiple Sclerosis and pain management. This swell of interest in alternative health and wellness related to the use of cannabinoids is resulting in the establishment of new opportunities across many industries. Individual states have passed legislation for the regulation of medical and recreational use, but the lack of federal mandates has created some uncertainty in the industry.6

~~Competitive Analysis~~We intend to use the clinical data collected in Vanuatu in conjunction with leading Australian and United States researchers to analyze and publish the results of these trials and subsequently apply to the US Food and Drug Administration for a New Drug Application (NDA) under for Phoenix Metabolic to be approved for phased trials and fast tracked through the 505(b) submission process.

~~The health,~~Nearly ~~wellness~~ninety ~~and~~years ~~cannabinoid~~after ~~industries,~~its ~~specifically in states that have passed medicinal marijuana laws~~discovery, ~~are~~access ~~rapidly~~to ~~evolving and~~insulin ~~intensely~~is ~~competitive,~~beyond ~~and~~the wereach ~~expect~~of ~~that~~millions ~~the~~of ~~competition~~people ~~will~~with ~~intensify~~diabetes inaround the ~~future~~world. ~~Barriers~~Access to ~~entry~~insulin ~~are~~or ~~minimal.~~a ~~We believe~~new ~~while~~diabetes wesolution ~~currently~~is ~~may~~an ~~have~~essential ~~advantages~~and innon-negotiable ~~this market~~need, ~~the~~in ~~growth~~short, ~~of this market is able to allow us to take~~ a ~~market share~~matter ifof welife ~~can~~or ~~raise~~death. ~~sufficient~~In ~~funds~~many tolow- ~~commence~~and ~~full~~middle-~~scale~~income ~~operations.~~countries, ~~We will compete on~~ the ~~basis~~availability of ~~quality~~insulin ~~and~~in ~~value,~~the ~~whilst leveraging~~public ~~established~~sector ~~brands~~is ~~and~~often ~~operators~~poor. Therefore, ~~and~~people ~~through~~with ~~customer~~diabetes ~~preference.~~are ~~Our~~either ~~competitors~~forced ~~may~~to bepurchase ~~well~~insulin ~~established,~~in ~~substantially larger~~the ~~and~~private ~~have~~sector ~~substantially~~at ~~greater~~its ~~market~~full ~~recognition~~price, ~~greater~~use ~~resources~~less ~~and broader capabilities~~ than wethe ~~have.~~prescribed ~~There~~amount ~~can~~so ~~be no assurance~~ that wetheir ~~will~~supply belasts ~~able to compete successfully against current and future competitors~~longer, ~~and~~or ~~competitive~~go ~~pressures~~without. ~~faced by~~Serious ~~the~~complications ~~Company~~result ~~may~~from ~~have~~suboptimal atreatment, ~~material~~such ~~adverse~~as ~~effect~~blindness onand ~~our business~~amputations, ~~prospects, financial condition~~ and ~~results~~pre-mature ~~of operations~~death.

~~Website/Social Community~~We intend to provide diabetes management through Phoenix Metabolic at prices that are affordable for individuals, to national healthcare systems and to foreign governments to provide cost effective solutions to the global diabetes epidemic.

Our ~~web~~ ~~site,~~entire ~~www.plsi.co~~plan ~~currently~~is ~~fills~~contingent aupon ~~public~~adequate ~~and~~financing ~~media relations role. Members of the press, present~~ and ~~prospective~~operational ~~investors, and~~efficiencies ~~other~~to ~~interested~~enable ~~parties,~~us can access the latest news and download professionally prepared press releases and high resolution photos; visitors can learn more about the Company and investors and the public can scroll through our photo galleries to ~~stay abreast~~accomplish of the ~~latest~~foregoing ~~on-site happenings~~goals.

7 Our Initial Vanuatu Pharmaceutical Manufacturing Laboratory and Farming Operations

~~Reports~~ In May 2019, we signed a Memorandum of Understanding with the Vanuatuan Ministry of Agriculture on behalf of Republic of Vanuatu for the purposes of establishing a Public Private Partnership (PPP). The PPP intends to ~~Security~~lease ~~Holders~~500 acres, as a pilot facility; and has the provision to obtain a lease for 5,000 acres. The initial property will include farming operations, up to 250 acres, while providing a site for the location of a 50,000 square foot industrial space for the creation of a manufacturing laboratory and production facility on the island of Santo, in Vanuatu. We intend for this facility to include a fully-equipped laboratory for the development, production, packaging, distribution and sale of various cannabinoid-infused products, most specifically Phoenix Metabolic and several generic medical cannabis products for doctors’ prescription. We intend for the facility to provide the capability to service up to 1,000,000 patients per year. See “Properties” below.

~~We are~~The ~~required~~manufacturing tolaboratory ~~file annual, quarterly~~ and ~~current~~production ~~reports~~facility ~~and~~will ~~other~~be ~~information~~designed ~~with the Securities and Exchange Commission and our filings are available~~ to ~~the~~include ~~public~~office ~~over~~space, ~~the~~a ~~internet~~demonstration atarea, ~~the~~laboratories, ~~Securities~~ and ~~Exchange~~production ~~Commission’s~~area, ~~website~~along atwith ~~http://www.sec.gov. The~~distribution ~~public may read~~ and ~~copy~~storage. ~~any~~Conference ~~materials~~rooms ~~filed~~are byalso usplanned ~~with~~in the ~~Securities~~future ~~and~~for ~~Exchange~~onsite ~~Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N~~training.E. ~~Washington D.C. 20549.~~ The ~~public~~laboratory ~~may~~area ~~obtain~~will ~~information~~include onclean ~~the operation~~rooms offor ~~the~~extraction ~~Public~~and ~~Reference~~infusion ~~Room~~of bycannabinoids ~~calling~~into the ~~Securities~~medical and ~~Exchange~~pharmaceutical ~~Commission at 1-800-732-0330~~products. The ~~SEC~~laboratories ~~also~~will ~~maintains an~~be ~~Internet~~designed ~~site~~for ~~that~~expansion ~~contains~~as ~~reports,~~market ~~proxy~~conditions and ~~formation~~demand ~~statements,~~continues ~~and~~to ~~other~~grow ~~information~~and ~~regarding~~will ~~issuers~~be ~~that~~GMP ~~file electronically with the SEC, at http://www~~certified.~~sec.gov.~~

~~Revenue~~Upon commencing operations, raw plant materials will be sourced from the farming operations. After arrival at the laboratory, the plants will be processed, and the active ingredients extracted into a raw and / or highly refined oil format. This cannabinoid rich extract is what will be used as the primary compound in the medical and pharmaceutical products, including Phoenix Metabolic. Clinical-grade extraction technology includes proprietary processes and state-of-the-art equipment, such as centrifuges, filters, and evaporators.

~~The Company~~Specialized ~~will~~pharmaceutical ~~receive~~production ~~revenue~~equipment ~~from~~shall ~~the~~be ~~sales~~used for blending, infusion, and filling of ~~its~~these ~~licensed~~healthcare products. Professional chemists, botanists, and biologist will manage infusion of the active ingredient into our specialized and targeted delivery systems, which include; oral soft gel capsules in the first instance and then, thin film dissolvable strips, and sublingual oral sprays.

~~Government Regulations~~All products will be stored in the secure distribution area in preparation for delivery to the national healthcare systems, community clinics and dispensing pharmacies, as well as other healthcare providers and other medical retail locations. When completed, the laboratory and production facility will have the capacity for global delivery fulfillment through international export, as well as servicing the Vanuatu market. All products will be tracked and securely manifested for delivery to retail and medical offices for distribution.

~~Most countries~~Based ~~are~~on ~~parties to~~ the ~~Single~~long ~~Convention~~term onprojected ~~Narcotic~~amount ~~Drugs 1961, which governs international trade and domestic control~~ of ~~narcotic~~raw ~~substances,~~materials ~~including~~to ~~cannabis~~be ~~extracts.~~produced ~~Countries~~by ~~may~~the ~~interpret~~farming operations and ~~implement~~the ~~their~~capability ~~treaty~~of ~~obligations~~the inextraction aequipment, ~~way~~the ~~that creates~~facility ais ~~legal~~anticipated ~~obstacle~~ to ~~the~~process ~~Company~~75,000 ~~obtaining~~lbs. ~~marketing~~(34,000 ~~approval~~kg) ~~our~~of ~~products~~raw inmaterial ~~those~~per ~~countries.~~month, ~~These~~which ~~countries~~equates ~~may not be willing or able~~ to ~~amend~~7,500 orlbs. ~~otherwise~~(3,400 ~~modify~~kg) ~~their~~of ~~laws~~extract ~~and~~per ~~regulations to permit the products to be marketed~~month, or ~~achieving such~~enough ~~amendments~~active ingredients to ~~the~~service ~~laws~~one ~~and~~million ~~regulations~~(1,000,000) ~~may~~diabetes ~~take~~patients ~~a prolonged period of time~~annually.

The ~~cannabis~~ ~~industry~~foregoing ~~faces~~is ~~challenges~~contingent asupon aadequate ~~result~~financing ~~of federal laws which limit~~ and ~~regulate~~operational ~~cannabis~~efficiencies ~~products~~to ~~and~~enable ~~federal tax laws which make it difficult for~~ us to ~~claim~~accomplish ~~deductions on our tax returns. The IRS has been enforcing IRC Sec. 280E, a law from~~ the ~~1970s~~ ~~that~~foregoing ~~bars tax deductions for business expenses incurred by drug dealers~~goals. This law prevents and deduction or credit for any amount paid or incurred during the taxable year in carrying on any trade or business if said trade or business consists of trafficking in Schedule I or II controlled substances which is prohibited by federal law or the law of any State in which the trade or business is being conducted. This law was intended to stop drug dealers from claiming tax deductions, but the IRS has stated that it applies to medical marijuana companies as well. The tax court has upheld this interpretation. As a result of this, we may not be able to claim business deductions on our tax returns.

~~Our products~~Farming contain controlled substances as defined in the federal Controlled Substances Act of 1970, or CSA. Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription.Operations

~~While cannabis~~The islicensed acannabis ~~Schedule~~cultivation Iof ~~controlled substance, products approved for medical use in~~ the ~~United~~farming ~~States~~operation ~~that~~is ~~contain~~designed ~~cannabis or cannabis extracts if~~ to beprovide ~~approved~~scalable ~~federally,~~growth ~~must~~capacity beto ~~placed~~service ~~in Schedules II—V, since approval by~~ the ~~FDA~~global ~~satisfies~~needs the “accepted medical use” requirement. If any proposed products developed receive FDA approval, the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for itan toeffective ~~be prescribed to patients in the United States. Consequently, its manufacture, importation, exportation, domestic distribution, storage, sale~~ and ~~legitimate~~affordable ~~use~~diabetes ~~will~~management ~~be subject to a significant degree of regulation by the DEA~~solution. ~~Our failure to comply with these regulations could result in the loss of our DEA registration, civil penalties or criminal prosecution.~~ In addition, ~~the~~with ~~scheduling process may take one or more years, thereby delaying~~ the ~~launch~~growing ofdemand ~~any~~for ~~product~~generic inmedical ~~the~~cannabis ~~United~~products ~~States.~~for ~~Furthermore,~~doctors’ ~~if the FDA~~prescription, ~~DEA, or any foreign regulatory authority determines that any product may have potential for abuse, it may require us to generate more clinical or other data than~~ we ~~currently~~intend ~~anticipate~~ to ~~establish~~leverage ~~whether or to what extent~~ the ~~substance~~benefits ~~has~~of anequatorial ~~abuse~~growing ~~potential,~~conditions ~~which could increase the cost~~ and~~/or~~ ~~delay~~developing ~~the~~country ~~launch of~~labor ~~any~~solutions ~~proposed~~to ~~product.~~maximize ~~Our products are federally considered a Schedule 1 controlled substance. As a result~~production, wewhile ~~only~~keeping ~~sell~~costs ~~our products within states that have passed marijuana laws allowing for the sale of Schedule 1 products~~contained.

8 Cultivating cannabis in an equatorial zone provides a raft of benefits in the areas of soil, light and water management. Growing organically in the Vanuatu provides a significant cost savings with regards to initial capital expenses, as there is no need to create fully enclosed greenhouses, when the climate provides greenhouse like conditions to maximize year-round cultivation.

Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the importation, manufacturing or distribution of any products. Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.7

~~Individual states~~Creating ~~have~~employment ~~also~~solutions ~~established~~in ~~controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law~~Vanuatu, ~~because~~provides ~~the~~access ~~states~~to ~~are~~labor ~~separate~~at ~~jurisdictions,~~significantly ~~they~~reduced ~~may separately schedule any product candidates as well. While some states automatically schedule a drug based on federal action~~rates, ~~other~~while ~~states~~creating ~~schedule~~economic ~~drugs~~development ~~through~~opportunities ~~rulemaking~~in ~~or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on~~ the ~~commercial~~country ~~attractiveness~~as ofit ~~such product~~grows. WeThese orlabor ~~our partners must also obtain separate state registrations~~rates, ~~permits~~when orcombined ~~licenses~~with inthe ~~order~~reduced tocapital ~~be able to obtain, handle,~~ and ~~distribute~~energy ~~controlled substances for clinical trials or commercial sale~~costs, ~~and~~creates ~~failure to meet applicable regulatory requirements could lead to enforcement and sanctions by~~ the ~~states~~ inpotential ~~addition~~ability to ~~those~~be ~~from~~a ~~the~~global ~~DEA~~low-cost ~~or otherwise arising under federal law~~producer.

~~Because some~~The offoregoing ~~the~~is ~~proposed~~contingent ~~products~~upon ~~contain~~adequate ~~cannabis~~financing ~~extracts, which are Schedule I substances, to conduct clinical trials in the United States prior to approval, each of the research sites must submit a research protocol to the DEA~~ and ~~obtain~~operational ~~and~~efficiencies ~~maintain a DEA researcher registration that will allow those sites~~ to ~~handle~~enable ~~and~~us ~~dispense the products and~~ to ~~obtain~~accomplish the ~~product~~foregoing from our importer. If the DEA delays or denies the grant of a research registration to one or more research sites, the clinical trial could be significantly delayed, and the clinical trial sites could be lost. The importer for the clinical trials must also obtain a Schedule I importer registration and an import permit for each import.goals

~~If a~~Community ~~product~~Clinics ~~is approved~~ and ~~classified~~Dispensing as a Schedule II or III substance, an importer can import for commercial purposes if it obtains an importer registration and files an application for an import permit for each import. The DEA provides annual assessments/estimates to the International Narcotics Control Board that guides the DEA in the amounts of controlled substances that the DEA authorizes to be imported. The failure to identify an importer or obtain the necessary import authority, including specific quantities, could affect the availability of proposed products and have a material adverse effect on our business, results of operations and financial condition. In addition, an application for a Schedule II importer registration must be published in the Federal Register, and there is a waiting period for third party comments to be submitted.Pharmacies

9 We have partnered with Global Health Initiative, a non-profit organization of which our Chief Executive Officer is a Director, for the roll out of education, research and a national networks of community clinics and dispensing pharmacies, in Vanuatu. These clinics have been designed to provide large scale screening of communities prior to operation, whereby securing the prerequisite number of patients, while providing diabetes management solutions, including monitoring and dispensing of products initially such as Phoenix Metabolic.

~~If a~~The ~~product~~dispensing ispharmacy approved and classified as a Schedule II controlled substance, federal law may prohibit the import of the substance for commercial purposes. If a product is listed as a Schedule II substance, the manufacturer will ~~not~~provide beus allowed to import the drug for commercial purposes unless the DEA determines that domestic supplies are inadequate or there is inadequate domestic competition among domestic manufacturers for the substance as defined by the DEA. Moreover, Schedule I controlled substances have never been registered with ~~the~~a ~~DEA~~distribution ~~for~~point ~~importation commercial purposes, only~~ for ~~scientific~~refillable ~~and research needs. Therefore~~bottles, ifwhereas ~~neither a product could be imported, a product would have to be wholly manufactured in~~ the ~~United~~clinic ~~States,~~provides ~~and~~both weinitial ~~would~~screening ~~need to secure a manufacturer that would be required to obtain~~ and ~~maintain~~ongoing areporting ~~separate DEA registration for that activity If, because~~ of adiabetes Schedule II classification or voluntarily, a project developer were to conduct manufacturing or repackaging/relabeling in the United States, they would be subject to the DEA’s annual manufacturing and procurement quota requirementsmanagement. ~~Additionally,~~As ~~regardless~~we ofcontinue ~~the scheduling of any product, cannabis comprising the active ingredient in the final dosage form are currently Schedule I controlled substances and would be subject~~ to ~~such~~roll ~~quotas~~out asadditional ~~these~~products ~~substances~~from ~~could remain listed on Schedule I. The annual quota allocated to us or~~ our ~~contract~~portfolio, ~~manufacturers~~services ~~for~~will ~~the active ingredient in any product may not~~ be ~~sufficient~~increased to ~~meet~~accommodate ~~commercial demand or complete clinical trials. Consequently, any delay or refusal by~~ the ~~DEA~~increased in establishing our, or our contract manufacturers’, procurement and/or production quota for controlled substances could delay or stop our clinical trials or product launches, which could have a material adverse effect on our business, financial position and operationsdistribution.

If a product is scheduled as Schedule II or III, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We would need to identify distributors to distribute the product to pharmacies; these distributors would need to obtain Schedule II or III distribution registrations. The ~~failure~~clinics towill ~~obtain,~~provide orinitial ~~delay~~triage inbut ~~obtaining,~~will orrefer ~~the~~patients ~~loss any of those registrations could result in increased costs~~ to ~~us.~~regional ~~If a~~hospitals ~~product~~where istheir acondition ~~Schedule~~requires ~~II drug, pharmacies would have to maintain enhanced security with alarms and monitoring systems and they must adhere to recordkeeping and inventory requirements. This, coupled with the fact that~~ a ~~product~~greater ~~must~~level beof ~~refrigerated, may discourage some pharmacies from carrying the product~~care. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products.

~~Employees~~ Pricing Metrics

~~The Company~~GW ~~has~~Pharmaceuticals, ~~three~~a ~~(3)~~United ~~part-time~~Kingdom ~~employees~~company, inis ~~addition~~a large competitor as to, ~~Lewis~~cannabinoid ~~Humer,~~therapy. ~~the~~GW ~~interim~~Pharmaceuticals ~~Chief~~is ~~Executive~~currently ~~Officer~~approved ~~and~~to ~~Russell~~sell ~~Stone,~~ Epidiolex in the ~~Chief~~United ~~Operating~~States ~~Officer,~~and is conducting clinical trials and ~~the~~is ~~interim~~selling ~~Chief~~licenses ~~Financial~~in ~~Officer~~various countries for distribution of their products.

~~Properties~~ GW Pharmaceuticals primary product, Epidiolex, has been priced at $32,500 per year. Each bottle of the liquid suspension contains approximately 10,000mg of cannabidiol. This equates to a monthly cost of $2,700 or a cost of $270 per 1,000mg or 1 gram of active ingredient.

~~Our headquarters~~Insulin ~~are~~has ~~located~~been atthe ~~3000~~primary ~~Lawrence~~product ~~Street,~~used ~~Denver~~for the treatment of Type 2 diabetes, COthrough ~~80205~~supplementing the levels of insulin produced by the body. ~~Our~~Although ~~telephone~~pricing ~~number~~varies isbetween ~~(720)~~countries ~~699~~and the development status of countries, an average in a developed country, Insulin currently an average of costs $400-~~7222.~~750 Weper ~~believe~~month, ~~that~~while ~~this location~~in ~~will~~least ~~meet~~developed ~~our~~and ~~requirements~~developing ~~for~~countries ~~the~~it ~~foreseeable~~costs ~~future~~approximately $150 per month.

10Metformin is another product used for the treatment of Type 2 diabetes, through down regulating the function of the liver in converting sugars to glycogen, whereby inhibiting the natural function of the liver. Although pricing varies between countries and the development status of countries, an average in a developed country, Metformin currently costs approximately $200 per month, while in least developed and developing countries it costs approximately $70 per month.

~~Item 1A~~In establishing the economic model for maximizing access and patient care, we have created a three (3) tier pricing program for our future operations and product line. ~~Risk~~In ~~Factors~~developed countries Phoenix Metabolic will be priced at $150 per month. In developing countries, this will be reduced to $50 per patient per month and in least developed nations it will be further reduced to $25 per patient per month. This cost includes initial testing, ongoing testing, supply of Phoenix Metabolic product, Community Clinics and Dispensing Pharmacy operations.

~~Our business~~As ~~will~~further bemarket ~~subject~~development tooccurs ~~numerous~~and ~~risk~~a ~~factors~~greater portion of products achieve greater market penetration, ~~including~~pricing ~~the~~will ~~following:~~be able to be increased or maintained.

~~1. Health,~~Products ~~wellness and cannabinoid industry investing is highly speculative and there can be no assurance that the Company will ever achieve profitable operations.~~

~~The Company~~We ~~intends~~intend to ~~engage~~conduct inFDA ~~the~~compliant ~~health,~~clinical ~~wellness~~studies ~~and~~on ~~cannabinoid~~these ~~industry~~products ~~that~~in isthe ~~speculative~~future, and ~~involves~~once aapproved, ~~high~~introduce ~~degree~~these ofproducts ~~risk. Cannabinoids~~into ~~are~~the aUnited ~~class~~States ofmarket. ~~diverse~~However, ~~chemical~~until ~~compounds~~such ~~that~~time, ~~act~~we onwill ~~cannabinoid~~work ~~receptors~~with oncountries ~~cells~~like ~~that~~Vanuatu ~~repress~~to ~~neurotransmitter release~~develop inaccess ~~the~~programs ~~brain.~~for ~~The~~products ~~health,~~such ~~wellness~~as ~~and~~Phoenix ~~cannabinoid~~Metabolic, ~~industries~~as ~~are~~well ~~speculative~~as ~~and~~generic ~~are~~product ~~significantly~~for ~~affected~~doctors’ ~~by changes in economic and other conditions, such as:~~prescription.

●We ~~employment~~intend ~~levels;~~to use products that we have already developed to potentially, acquire, license, and further develop a broad portfolio of products that use cannabinoid-based therapeutics to treat conditions that may include diabetes, Alzheimer’s disease, arthritis, autoimmune diseases, anxiety, a variety of cancers (including melanoma), chronic traumatic encephalopathy, Crohn's disease and colitis, epilepsy and seizures, HIV/AIDS, hypothyroidism, Lou Gehrig's disease (amyotrophic lateral sclerosis, or ALS), multiple sclerosis, pain management, Parkinson's disease, Plaque Psoriasis, post-traumatic stress disorder (PTSD), Rheumatoid Arthritis, stress and sports management

~~● construction costs;~~8

●Our ~~climate~~ongoing ~~conditions;~~rollout strategy includes the long-term future building of an international portfolio of production laboratories and Life Science Campuses. We intend to build these laboratories and campuses to create a network of pharmaceutical production, farming operations, research, and education facilities. Initially located in Vanuatu, we intend to launch campuses internationally in Australia and the United States, and potentially into, the United Kingdom and other potential target locations. Our laboratories and campuses will be designed specifically to produce bioorganic compounds and other advanced medical products. The campuses will provide for vertically integrated manufacturing, including all stages of production.

●All ~~natural~~of ~~disaster;~~the foregoing is contingent upon adequate financing and operational efficiencies to enable us to accomplish the foregoing goals

●Intellectual ~~acts of war;~~Property

●Trade ~~availability~~secrets and knowhow, and concepts to be patented for the creation of ~~financing;~~a series of formulations, specific genetic plant selection and delivery systems designed by botanists, biologists, chemical and industrial engineers for the purposes of maximizing the efficacy of medical cannabis for the targeted treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a series of generic medical cannabis products for doctor prescription. All planned products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance.

●Each ~~local~~planned Targeted Treatment Medical Cannabis product designed for doctor prescription is based on different and ~~national~~specific ~~economics;~~ratios of whole plant cannabinoids and terpenes, extracted from specific plant strains and optimized through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system. Each has been designed to replace existing synthetic pharmaceuticals, reducing risk profiles and increasing efficacy in patient care.

●The ~~interest~~planned ~~rates;~~products ~~and~~include:

●Phoenix ~~consumer~~Metabolic ~~confidence~~– designed to maximize efficacy in the treatment of diabetes and its complications through increasing pancreatic function and insulin sensitivity, while improving liver function and reducing neuropathic pain and neuropathy, reducing inflammation and reducing appetite.

~~These factors~~Phoenix Onco – ~~can~~includes ~~negatively~~2 ~~affect~~different ~~the~~formulations, ~~demand~~Daytime ~~for~~ and ~~pricing~~Nighttime. ofThe ~~the~~Daytime ~~Company’s~~is ~~projects~~designed ~~and~~to ~~margin~~actively onreduce ~~sale~~inflammation, stop metastasis and shrink tumors. The ~~Company~~Nighttime is ~~also subject~~designed to aaffect ~~number~~apoptosis ofon ~~risks~~cancer cells, ~~many~~while ofproviding ~~which~~significant ~~are~~relaxation ~~beyond~~and ~~the~~sleep ~~Company’s~~function ~~control,~~and ~~including~~increased ~~but not limited to:~~appetite.

●Phoenix ~~changes~~Auto in– designed ~~governmental~~to ~~regulations~~target and treat autoimmune diseases, specifically including rheumatoid arthritis, crohns disease and psoriasis. Providing pain management, anti-inflammatory and greater regulation of the autoimmune diseases, without compromising the autoimmune functions of the body.

●Phoenix ~~increases~~Neuro or– designed ~~decreases~~for inneurological ~~harvesting~~disorders ~~production~~combining neuroprotection, and nerve inflammation reduction.

●Phoenix ~~labor~~Mood ~~strikes~~– designed for targeting anxiety and other mood disorders, reducing fear response and providing a level of disconnection with anxiety triggers.

●Each ~~changes~~Generic inMedical ~~the~~Cannabis ~~health,~~product ~~wellness~~designed for doctor prescription is based on different and ~~cannabinoid~~specific ~~industries~~ratios of whole plant cannabinoids extracted from specific plant strains and ~~government~~optimized ~~policy;~~through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system.

●The ~~distribution~~planned ~~costs~~products include;

~~2. We cannot~~Phoenix ~~offer~~Daytime ~~any~~– a ~~assurance~~formulation ascontaining tospecific ~~our~~ratios ~~future~~of ~~financial~~cannabidiol ~~results.~~and Wetetrahydrocannabinol, ~~have~~as ~~received~~well aas ~~going~~trace ~~concern~~levels ~~opinion~~of ~~from~~other ~~our~~cannabinoids ~~auditors.~~and ~~You may~~terpenes, ~~lose~~for ~~your~~daytime ~~entire~~use ~~investment~~without impairment.

~~Our independent~~Phoenix ~~auditors~~Calm ~~have~~- ~~included~~a informulation ~~their~~containing ~~audit~~specific ~~report,~~ratios ~~included~~of ~~with~~cannabidiol ~~this~~and ~~prospectus~~tetrahydrocannabinol, anas ~~explanatory~~well ~~note regarding our ability to continue~~ as atrace ~~going~~levels ~~concern.~~of Weother ~~cannot~~cannabinoids ~~assure~~and ~~you that we will be able to generate sufficient revenue to achieve profitability. At this current time~~terpenes, wefor ~~cannot~~anytime ~~predict~~use ~~with~~creating ~~assurance~~ the ~~potential~~general ~~success~~sense of ~~our~~wellbeing ~~business.~~and ~~This~~calmative ~~increases~~effect ~~the~~without ~~risk~~impairment ~~that~~or ~~we may~~too ~~not~~much ~~be able to continue as a going concern~~sedation.

~~2. The Company~~Phoenix isRelax ~~dependent~~– a onformulation ~~the~~containing ~~services~~specific ratios of ~~certain~~cannabidiol ~~key~~and ~~employees~~tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for anytime use creating the ~~loss~~general sense of ~~their~~wellbeing ~~services~~and ~~could~~relaxation ~~harm~~with ~~the~~a ~~Company’s~~mid-level ~~business~~of sedation.

~~The Company’s success largely depends on the continuing services of its officers, and there is presently no key man insurance policy on either officer.~~9

~~3. Our future~~Phoenix ~~success~~Sleep ~~depends~~- containing specific ratios of cannabidiol and cannabinol, toas awell ~~significant~~as ~~extent~~trace levels of other cannabinoids and terpenes, onfor ~~our~~nighttime ~~ability~~use. The Sleep product is designed to ~~attract~~create soporific sleep-inducing state, ~~train~~while ~~and~~providing ~~retain~~an ~~management,~~8 ~~operations~~hour ~~and~~average ~~technical personnel.~~sleep cycle.

~~Recruiting and~~Phoenix ~~retaining~~Sport ~~capable~~- ~~personnel,~~containing ~~particularly~~specific ~~those~~ratios ~~with~~of ~~expertise~~cannabidiol inand ~~the health~~tetrahydrocannabinol, ~~wellness~~as ~~and~~well ~~cannabinoid~~as ~~industries,~~trace ~~are~~levels ~~vital to~~of ~~our~~other ~~success.~~cannabinoids Ifand weterpenes, ~~are~~for ~~unable~~daytime touse ~~attract~~without ~~and~~impairment, ~~retain~~while ~~qualified~~providing ~~associates,~~post ~~our~~workout ~~business~~anti-inflammatory ~~may~~effects, bemaximizing ~~materially~~blood ~~and~~sugar ~~adversely~~response ~~affected~~and recovery.  

11All products include bio-availability enhancement, to allow the human body to absorb a greater level of the lipophilic compounds extracted from the cannabis plan. Products are designed for simplified patient us and doctor prescription for accurate dosing. The delivery methods include soft gel capsules, thin film strips, sublingual sprays and tablets, as well as transdermal patches and suppositories.

~~4. Our control~~None ~~shareholders~~of ~~may~~these ~~effectively~~potential ~~exercise~~products ~~control~~have ~~over~~been ~~matters~~fully ~~requiring~~developed ~~shareholder~~or ~~approval~~finalized or available for sales and distribution.

~~Caduceus Industries~~All ~~LLC and Phoenix Bio Pharmaceuticals Corporation, a Colorado corporation, beneficially directly or indirectly own or control approximately 45%~~ of ~~our outstanding common shares. They effectively have~~ the ~~power~~foregoing tois ~~elect~~contingent ~~all~~upon ofadequate ~~the~~financing ~~directors~~ and ~~control~~ ~~the~~operational ~~management,~~efficiencies ~~operations and affairs of the Company. Their ownership may discourage someone from making a significant equity investment in the Company, even if we needed the investment~~ to ~~operate~~enable ~~our~~us ~~business. Their holdings could be a significant factor in delaying or preventing a change of control transaction that other shareholders may deem~~ to beaccomplish ~~in their best interests, such as a transaction in which~~ the ~~other~~foregoing ~~shareholders would receive a premium for their shares over their current trading prices.~~goals

~~5. We will~~Sales ~~be subject to risks generally incident to the health, wellness~~ and ~~cannabinoid~~Marketing ~~industry industries. We may never be profitable.~~

We ~~will~~ beplan ~~subject~~on toadopting ~~the~~a ~~risks~~multi-tiered ~~generally~~sales ~~incident~~strategy tofocusing ~~the~~on ~~health,~~conventional ~~wellness~~doctor-to-patient ~~and cannabinoid industries~~channels, ~~including:~~while ~~uncertainty~~maximizing ~~of cash~~direct ~~flow~~ to ~~meet~~patient ~~fixed~~distribution. ~~and~~To ~~other~~provide ~~obligations;~~doctor ~~adverse changes in local market conditions~~support, ~~population~~and ~~trends,~~patient ~~neighborhood values~~service, ~~community~~ ~~conditions,~~we general economic conditions, local employment conditions, interest rates, and real estate tax rates; changes in fiscal policies; changes in applicable laws and regulations (including tax laws); uninsured losses and other risks that are ~~beyond~~ ~~the~~developing ~~control~~a ofdoctor-patient ~~the~~portal ~~Company. There can be no assurance of profitable operations. Moreover, although we expect~~ to ~~obtain insurance~~provide tofor ~~cover~~accurate ~~most~~tracking ~~casualty losses~~ and ~~general~~delivery ~~liability arising from sale~~ of ~~our~~prescriptions, ~~products~~recommendations, noand ~~insurance~~monthly ~~will~~repeat ~~be available to cover cash deficits from ongoing operations~~orders.

~~6. Our products~~We ~~are~~will ~~subject~~seek to ~~U.S.~~establish ~~controlled~~a ~~substance~~Multi-Tiered ~~laws~~Sales ~~and~~Strategy ~~regulations~~consisting ~~and failure to comply with these laws and regulations, or the cost~~ of ~~compliance with these laws and regulations, may adversely affect the results of our business operations, both during clinical development and post approval, and our financial condition.~~:

~~Our products~~Establishment ~~contain controlled substances as defined in the federal Controlled Substances Act~~ of ~~1970,~~community orclinic CSA. Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, are not currently recognized as “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing ofpharmacies ~~Schedule II~~throughout ~~drugs~~developing is further restricted. For example, they may not be refilled without a new prescription. Our products are federally considered a Schedule 1 controlled substance. As a result, we only sell our products within states that have passed marijuana laws allowing for the sale of Schedule 1 products.countries

~~While cannabis~~Sales is a Schedule I controlled substance, products approved for medical use in the United States that contain cannabis or cannabis extracts may be required to be placed in Schedules II—V, since approval by the FDA satisfies the “accepted medical use” requirement. If any proposed products developed receive FDA approval, the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. Consequently, its manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use may be subject to a significant degree of ~~regulation~~Phoenix byMetabolic ~~the DEA. Our failure~~ to ~~comply~~national ~~with~~healthcare ~~these~~systems regulations could result in the loss of our DEA registration, civil penalties or criminal prosecution. In addition, the scheduling process may take one or more years, thereby delaying the launch of any product in the United States. Furthermore, if the FDA, DEA, or any foreign regulatory authority determines that any product may have potential for abuse, it may require us to ~~generate~~reduce ~~more clinical or other data than we currently anticipate to establish whether or to what extent the substance has an abuse potential, which could increase the~~ cost ~~and/or delay the launch~~ of ~~any~~diabetes ~~proposed product.~~management

~~The DEA,~~Sales ~~and some states, also conduct periodic inspections~~ of ~~registered~~generic ~~establishments~~medical ~~that~~cannabis ~~handle~~products ~~controlled substances. Facilities that conduct research, manufacture, store, distribute, import or export controlled substances must be registered~~ to ~~perform~~national ~~these activities~~healthcare ~~and~~systems ~~have~~for ~~the~~doctor security, control and inventory mechanisms required by the DEA to prevent drug loss and diversion. Failure to maintain compliance, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, results of operations, financial condition and prospects. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.prescription

12doctor direct independent medical sales representatives’ networks

~~7. Compliance with~~global ~~DEA~~ecommerce ~~registration~~platform ~~and~~for ~~inspection~~fulfilling oforders ~~facilities~~and ~~could~~shipping ~~negatively~~worldwide ~~affect~~where ~~our~~legally ~~operations.~~permitted;

~~Facilities conducting~~direct ~~research,~~pharmacy manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA or other state reporting agency to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the importation, manufacturing or distribution of any products.placement;

~~Furthermore, failure~~dispensary todistribution ~~maintain~~partnership; ~~compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition~~ and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

~~8. Compliance with~~automatic ~~state-controlled~~refill ~~substances~~orders ~~laws~~on ~~could~~all ~~negatively~~of ~~affect~~ our ~~operations~~products.

~~Individual states~~Marketing ~~have also established controlled substance laws~~ and ~~regulations.~~Distribution Though state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule any product candidates as well. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our partners must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

~~9. Clinical trials~~We ~~are~~intend ~~subject~~ to ~~DEA~~focus ~~registration~~our initial marketing and ~~approval.~~distribution ~~Any~~in ~~delays~~the areas of healthcare related to diabetes management, as well as other diseases known to be managed or ~~denials~~treated ~~could~~through ~~negatively~~the ~~affect~~use ~~operations~~of medical cannabis and its cannabinoid compounds.

~~Because the~~According ~~proposed products of our project developers contain cannabis extracts, which are Schedule I substances,~~ to ~~conduct clinical trials in~~ the ~~United~~World ~~States~~Health ~~prior to approval~~Organization, ~~each~~“The prevalence of ~~the~~diabetes ~~research~~has ~~sites~~been ~~must~~steadily ~~submit~~increasing afor ~~research~~the ~~protocol~~past tothree ~~the~~decades ~~DEA~~ and ~~obtain and~~is ~~maintain~~growing amost ~~DEA~~rapidly ~~researcher~~in ~~registration~~low- ~~that~~and ~~will~~middle-income ~~allow~~countries. ~~those~~The ~~sites~~percentage toof ~~handle~~deaths ~~and~~attributable ~~dispense the products and~~ to ~~obtain~~high ~~the~~blood ~~product from~~glucose aor ~~supplier.~~diabetes Ifis ~~the~~almost ~~DEA~~52% ~~delays~~in orlow-income ~~denies~~countries, ~~the~~compared ~~grant~~with of23% ain ~~research~~high-income ~~registration~~countries. toInsulin ~~one~~and orother ~~more~~basic ~~research~~diabetes ~~sites,~~medicines ~~the~~are ~~clinical trial~~reported ~~could~~to be ~~significantly~~scarce ~~delayed,~~in ~~and~~low-income ~~the~~countries. ~~clinical~~Only ~~trial~~23% ~~sites~~of ~~could~~low-income becountries ~~lost.~~report ~~The~~that ~~supplier~~insulin ~~for~~is ~~the~~generally ~~clinical~~available.” ~~trials~~(World ~~must~~Health ~~also obtain~~Organization, a10 ~~Schedule~~facts Ion ~~registration.~~diabetes, 2016)

~~10. Manufacture in~~We ~~the~~intend ~~United~~to ~~States~~distribute ~~may~~our beproducts ~~subject~~to physicians, hospitals, and other health care centers to ensure accurate dosing and optimized delivery based upon the ~~DEA’s~~individual ~~annual~~needs ~~manufacturing~~of patients. This gives doctors and ~~procurements~~other ~~quota~~healthcare ~~requirements~~providers the ability to recommend or prescribe specific treatment options using cannabinoids as a replacement for conventional pharmaceuticals.

~~If, because~~Product ofdistribution awill ~~Schedule II classification or voluntarily, a project developer were to conduct manufacturing or repackaging/relabeling in the United States, they would~~ be subject to the DEA’s annual manufacturing and procurement quota requirements. Additionally, regardless of the scheduling of any product, cannabis comprising the active ingredient in the final dosage form are currently Schedule I controlled substances and would be subject to such quotas as these substances could remain listed on Schedule I. The annual quota allocated to us or our contract manufacturers for the active ingredient in any product may not be sufficient to meet commercial demand or complete clinical trials. Consequently, any delay or refusal by the DEA in establishing our, or our contract manufacturers’, procurement and/or production quota for controlled substances could delay or stop our clinical trials or product launches, which could have a ~~material~~combination ~~adverse effect on our business, financial position and operations.~~of:

National distribution channels, 13

~~11. Distribution in~~Community ~~the~~Clinic ~~United States requires DEA registration~~ and ~~authority~~dispensing ~~that could be time-consuming and costly.~~Pharmacies,

~~If a~~Hospital ~~product is scheduled as Schedule II or III~~Sales, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We would need to identify distributors to distribute the product to pharmacies; these distributors would need to obtain Schedule II or III distribution registrations. The failure to obtain, or delay in obtaining, or the loss any of those registrations could result in increased costs to us. If a product is a Schedule II drug, pharmacies would have to maintain enhanced security with alarms and monitoring systems and they must adhere to recordkeeping and inventory requirements. This, coupled with the fact that a product must be refrigerated, may discourage some pharmacies from carrying the product. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products.

~~12. Lack of~~Online ~~diversification could result in additional risk exposure.~~ Sales

~~As the~~Pharmacy Company expects to sell its products primarily in target markets, the Company may be unable to achieve optimal diversification to properly hedge the Company’s risk exposure to the asset class. If one or more of these markets experiences an economic downturn or suffers from a catastrophic natural disaster, such as a hurricane, tornado, earthquake, tidal wave, tropical storm, flood, mudslide or severe erosion or accretion, the value of the Company’s assets may decrease rapidly. Declines in the health, wellness and cannabinoid industries markets in any of the target markets may reduce the returns on investment.Wholesalers

~~13. Acts of~~Pharmacy ~~terrorism could have a negative effect on the valuation of our investments~~Sales.

The impact on economic conditions of terrorist attacks or the outbreak or escalation of armed conflict involving the United States may have an adverse impact on interest rates, the availability of financing, raw materials, oil, gas, electricity, water, energy or other factors. These events could reduce the value of the Company’s assets.10

~~14. The Company~~We ~~has~~have ~~limited~~secured ~~financial~~a ~~resources~~relationship with the Vanuatu Ministry of Foreign Affairs and ~~has~~Trade ~~not~~to ~~received~~focus ~~substantial~~on ~~revenues~~export ~~from~~initiatives ~~operations~~throughout the world. Providing the Republic of Vanuatu with an export stream benefits to the Vanuatu nation, both directly through export duty and job creation and indirectly.

~~The Company~~To ~~has~~accomplish ~~limited~~our ~~financial resources~~distribution, ~~and~~we ~~its~~will ~~business~~establish isagreements ~~subject~~with toseveral ~~significant~~national ~~risks~~pharmaceutical and ~~competition.~~medical ~~The~~appliance ~~Company’s profitability~~selling ~~may~~organizations to ensure that the products can be ~~diminished~~presented ifto itnational ~~incurs~~healthcare ~~significant~~systems, ~~operating~~pharmacies ~~losses~~and orpharmacy ~~become~~wholesalers’ ~~subject~~doctors throughout the world. This selling organization is able to create significant ~~liabilities~~distribution for products that ~~impede their~~doctors, ~~operational~~and ~~efficiency.~~other medical professionals can prescribe or sell through pharmacies

15Following completion of our Vanuatu laboratory and production facility, we will commence monthly product trials with new countries, mirroring operations in Vanuatu. ~~Our inability~~ This will include education and product information to ~~obtain~~equip ~~adequate~~the ~~insurance~~representatives ~~could~~with ~~subject~~the usability to ~~additional~~provide ~~risk~~localized trials for the relevant health administration agency to demonstrate local efficacy, then the rollout of ~~loss~~community orclinics ~~additional~~and ~~expenses~~dispensing pharmacies to provide fixed cost, diabetes management solutions.

~~The Company~~All ~~may~~of ~~not~~the beforegoing ~~able~~is tocontingent ~~obtain~~upon adequate ~~insurance~~financing ~~with~~and ~~respect~~operational toefficiencies ~~the Company’s products, or may not be able~~ to ~~obtain insurance~~enable onus ~~reasonable terms. Failure~~ to ~~obtain~~accomplish ~~insurance or~~ the ~~excessive~~foregoing ~~costs of insurance may expose the Company to additional risk of loss or additional expenses to which it would not otherwise be subject.~~goals

14Industry Analysis

16The health, wellness and cannabinoid industries in the United States have been growing due to a substantial growth in the numbers of states approving the use of medical and adult-use marijuana and cannabinoid products. ~~An inability~~ Additionally, in recent years, several internationally recognized medical journals and medical professionals have published results relating to ~~maintain~~the ~~sufficient~~use ~~reserves~~of ~~could~~cannabinoids ~~result~~in the treatment of cancer, childhood seizures, Parkinson’s and Alzheimer’s disease, Multiple Sclerosis and pain management. This swell of interest in ~~additional~~alternative ~~debt~~health ~~borrowings~~and wellness related to the use of cannabinoids is resulting in the establishment of new opportunities across many industries. Individual states have passed legislation for the regulation of medical and ~~negatively~~recreational ~~affect~~use, but the ~~operations~~lack of federal mandates has created some uncertainty in the ~~Company~~ industry.

~~A portion~~Competitive of the Company’s gross income may be held as working capital reserves to meet the Company’s expenses. Such expenses include those related to the sale and distribution of our products, management and the preparation of income tax information. To the extent that such reserves prove inadequate to defray the Company’s costs and expenses or unanticipated costs and expenses, it could be necessary for the Company to attempt to borrow additional funds. In the event such financing is not available on acceptable terms, management may, although is not required to, advance such sums, or the Company could be required to liquidate one or more of its investments, which might not be on terms favorable to the Company.Analysis

17The medical cannabis industry is subject to intense and increasing competition. ~~If product~~ ~~liability~~Our ~~lawsuits~~competitors ~~are~~have ~~successfully~~substantially ~~brought~~greater ~~against~~capital usand operational resources, facilities, and infrastructure than we ~~will~~have, ~~incur~~enabling ~~substantial~~them ~~liabilities~~to compete more effectively in this market. These competitors include G.W. Pharmaceuticals, Insys Therapeutics, MedBox, Inc., TerraTech Corp., Cannabis Science, Inc., Peak Pharmaceuticals, Inc., Cannabis-Rx, Inc., and ~~may~~Nemus beBiosciences, ~~required~~Inc. toIn ~~limit~~ addition, the ~~commercialization~~development of ~~our~~therapies and pharmaceutical products based on extracts from the cannabis plant is being undertaken by a number of medical and educational institutions, including the University of Mississippi, which is the only U.S. based entity authorized by the federal government to cultivate cannabis for research. Such institutions have significantly greater financial resources and facilities than we have.

~~We face~~Revenue potential product liability exposure in jurisdictions where we market and distribute our products. We may face exposure to claims by an even greater number of persons if we begin marketing and distributing our products commercially in the United States and elsewhere, including those relating to misuse of our products. Now, and in the future, an individual may bring a liability claim against us alleging that one of our products caused an injury. While we continue to take what we believe are appropriate precautions, we may be unable to avoid significant liability if any product liability lawsuit is brought against us. If we cannot successfully defend ourselves against product liability claims, or if our insurance coverage is inadequate, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

●We ~~decreased~~intend ~~demand~~to generate revenue through the manufacture, sales and distribution of its products in countries where cannabis has been legalized for medical purposes and where foreign governments approve specific of our products; for sale in their specific markets or through public private partnerships.

~~● injury to our reputation;~~Leases

●ASC ~~withdrawal~~842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of ~~clinical~~the ~~trial~~lease ~~participants;~~and expensed over that term. However currently we have no long-term leases.

●Government ~~costs of related litigation;~~Regulations

●Most ~~substantial~~countries ~~monetary~~are ~~awards~~parties to ~~patients~~the Single Convention on Narcotic Drugs 1961, which governs international trade and ~~others;~~domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to a company obtaining marketing approval our products in those countries. These countries may be unwilling or able to amend or otherwise modify their laws and regulations to permit the products to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time.

~~● increased cost of liability insurance;~~11

●The ~~loss~~cannabis industry faces challenges as a result of ~~revenue;~~federal laws which limit and regulate cannabis products and federal tax laws which make it difficult for us to claim deductions on our tax returns. The IRS has been enforcing IRC Sec. 280E, a law from the 1970s that bars tax deductions for business expenses incurred by drug dealers. This law prevents and deduction or credit for any amount paid or incurred during the taxable year in carrying on any trade or business if said trade or business consists of trafficking in Schedule I or II controlled substances which is prohibited by federal law or the law of any State in which the trade or business is being conducted. This law was intended to stop drug dealers from claiming tax deductions, but the IRS has stated that it applies to medical marijuana companies as well. The tax court has upheld this interpretation. As a result of this, we may not be able to claim business deductions on our tax returns.

●Our products contain controlled substances as defined in the ~~inability~~federal Controlled Substances Act of 1970, or CSA. Controlled substances that are pharmaceutical products are subject to ~~successfully~~a ~~commercialize~~regulation ~~our~~under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, not currently "accepted medical use" in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription.

~~Risks Associated~~While cannabis is a Schedule I controlled substance, products approved for medical use in the United States that contain cannabis or cannabis extracts if to be approved federally, must be placed in Schedules II—V, since approval by the FDA satisfies the "accepted medical use" requirement. If any proposed products developed receive FDA approval, the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. Consequently, its manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use will be subject to a significant degree of regulation by the DEA. Our failure to comply with these regulations could result in the loss of our ~~Common~~DEA ~~Stock~~registration, civil penalties or criminal prosecution. In addition, the scheduling process may take one or more years, thereby delaying the launch of any product in the United States. Furthermore, if the FDA, DEA, or any foreign regulatory authority determines that any product may have potential for abuse, it may require us to generate more clinical or other data than we currently anticipate establishing whether or to what extent the substance has an abuse potential, which could increase the cost and/or delay the launch of any proposed product. Our products are federally considered a Schedule 1 controlled substance. As a result, we only sell our products within states that have passed marijuana laws allowing for the sale of Schedule 1 products.

18Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. ~~There is~~ ~~only~~All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the importation, manufacturing or distribution of any products. Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a ~~limited~~material ~~trading~~adverse ~~market~~effect ~~for~~on our ~~common~~business, ~~stock~~financial condition and ifresults anof ~~active~~operations. ~~market~~The ~~for~~DEA ~~our~~may ~~common~~seek ~~stock~~civil ~~does~~penalties, ~~not~~refuse ~~develop,~~to ~~our~~renew ~~investors will~~necessary beregistrations, ~~unable~~or initiate proceedings to ~~sell~~restrict, ~~their~~suspend ~~shares~~or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

~~There is~~Individual ~~currently~~states ~~only~~have aalso ~~limited~~established ~~trading~~controlled ~~market~~substance ~~for~~laws ~~our~~and ~~common~~regulations. ~~stock~~Though ~~and~~state-controlled ~~such~~substances alaws ~~market~~often mirror federal law, because the states are separate jurisdictions, they may ~~not~~separately ~~develop~~schedule any product candidates as well. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or bea ~~sustained~~legislative action. IfState anscheduling ~~active public~~may ~~market~~delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our ~~common~~partners ~~stock~~must ~~does~~also ~~not~~obtain ~~develop~~separate state registrations, ~~then~~permits ~~shareholders~~or ~~may~~licenses ~~not~~in order to be able to ~~resell~~obtain, ~~the~~handle, ~~common~~and ~~shares~~distribute ~~that~~controlled ~~they~~substances ~~have purchased~~for clinical trials or commercial sale, and ~~may~~failure ~~lose~~to ~~all~~meet ofapplicable ~~their~~regulatory ~~investment~~requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

~~If we~~Because ~~establish~~some anof ~~active~~the ~~trading~~proposed ~~market~~products ~~for~~contain ~~our~~cannabis ~~common~~extracts, ~~stock~~which are Schedule I substances, ~~the~~to ~~market~~conduct ~~price~~clinical oftrials ~~our~~in ~~common~~the ~~stock~~United ~~may~~States beprior ~~significantly~~to ~~affected by~~approval, ~~factors~~each ~~such~~of asthe ~~actual~~research orsites ~~anticipated~~must ~~fluctuations~~submit ina ~~our~~research ~~operation~~protocol ~~results,~~to ~~general~~the ~~market~~DEA ~~conditions~~and obtain and ~~other~~maintain ~~factors.~~a ~~In addition,~~DEA ~~the~~researcher ~~stock~~registration ~~market~~that ~~has~~will ~~from~~allow ~~time~~those sites to ~~time~~handle ~~experienced~~and ~~significant~~dispense ~~price~~the products and ~~volume~~to ~~fluctuations~~obtain ~~that~~the ~~have~~product ~~particularly affected~~from our importer. If the ~~market~~DEA ~~prices~~delays ~~for~~or denies the ~~shares~~grant of ~~exploration~~a ~~stage~~research ~~companies~~registration to one or more research sites, ~~which~~the ~~may~~clinical ~~affect~~trial could be significantly delayed, and the ~~market~~clinical ~~price~~trial ofsites ~~our~~could ~~common~~be ~~stock in~~lost. The importer for the clinical trials must also obtain a ~~materially~~Schedule ~~adverse~~I ~~manner~~importer registration and an import permit for each import.

1512

~~Currently, our~~If ~~stock~~a ~~prices~~product ~~are~~is ~~quoted~~approved onand ~~the~~classified ~~OTC~~as ~~market.~~a ~~The~~Schedule ~~OTC~~II ~~market~~or ~~tends~~III tosubstance, bean ~~highly~~importer ~~illiquid,~~can inimport ~~part~~for ~~because~~commercial ~~there~~purposes isif noit ~~national quotation~~obtains ~~system~~an byimporter ~~which~~registration ~~potential~~and ~~investors~~files ~~can~~an ~~track~~application ~~the~~for ~~market~~an ~~price~~import ofpermit ~~shares~~for ~~except~~each ~~through~~import. ~~information~~The ~~received~~DEA orprovides ~~generated by~~annual aassessments/estimates ~~limited~~to ~~number~~the ofInternational ~~broker-dealers~~Narcotics Control Board that ~~make~~guides ~~markets~~the DEA in ~~particular~~the ~~stocks~~amounts of controlled substances that the DEA authorizes to be imported. ~~There~~The isfailure ato ~~greater~~identify ~~chance~~an ofimporter ~~market~~or ~~volatility~~obtain ~~for securities~~the ~~that~~necessary ~~trade~~import onauthority, including specific quantities, could affect the ~~OTC~~availability ~~market~~of asproposed ~~opposed~~products toand have a ~~national~~material ~~exchange~~adverse oreffect ~~quotation~~on ~~system~~our business, results of operations and financial condition. ~~This~~In ~~volatility~~addition, ~~may~~an beapplication ~~caused~~for by a ~~variety~~Schedule ofII ~~factors~~importer registration must be published in the Federal Register, ~~including:~~and there is a waiting period for third party comments to be submitted.

If a product is approved and classified as a Schedule II controlled substance, federal law may prohibit the import of the substance for commercial purposes. ~~The~~If ~~lack~~a product is listed as a Schedule II substance, the manufacturer will not be allowed to import the drug for commercial purposes unless the DEA determines that domestic supplies are inadequate or there is inadequate domestic competition among domestic manufacturers for the substance as defined by the DEA. Moreover, Schedule I controlled substances have never been registered with the DEA for importation commercial purposes, only for scientific and research needs. Therefore, if neither a product could be imported, a product would have to be wholly manufactured in the United States, and we would need to secure a manufacturer that would be required to obtain and maintain a separate DEA registration for that activity If, because of ~~readily~~a ~~available~~Schedule ~~price~~II ~~quotations;~~classification or voluntarily, a project developer were to conduct manufacturing or repackaging/relabeling in the United States, they would be subject to the DEA's annual manufacturing and procurement quota requirements. Additionally, regardless of the scheduling of any product, cannabis comprising the active ingredient in the final dosage form are currently Schedule I controlled substances and would be subject to such quotas as these substances could remain listed on Schedule I. The annual quota allocated to us or our contract manufacturers for the active ingredient in any product may not be sufficient to meet commercial demand or complete clinical trials. Consequently, any delay or refusal by the DEA in establishing our, or our contract manufacturers', procurement and/or production quota for controlled substances could delay or stop our clinical trials or product launches, which could have a material adverse effect on our business, financial position and operations.

bIf a product is scheduled as Schedule II or III, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We would need to identify distributors to distribute the product to pharmacies; these distributors would need to obtain Schedule II or III distribution registrations. The ~~absence~~failure ofto ~~consistent~~obtain, ~~administrative~~or ~~supervision~~delay in obtaining, or the loss any of ~~“bid”~~those registrations could result in increased costs to us. If a product is a Schedule II drug, pharmacies would have to maintain enhanced security with alarms and ~~“ask”~~monitoring ~~quotations;~~systems and they must adhere to recordkeeping and inventory requirements. This, coupled with the fact that a product must be refrigerated, may discourage some pharmacies from carrying the product. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products.

~~c. Lower trading volume; and~~Employees

d.As ~~Market~~of ~~conditions~~February 28, 2019 we and our subsidiaries had five (5) full-time employees working in Vanuatu on administration, liaising with the Vanuatu Government and diabetes testing and five (5) part-time employees who have been conducting testing for type 2 diabetes in Vanuatu, in addition to Martin Tindall, the Chief Executive Officer, Janelle Marsden, Managing Director and Geoff Boynton, the Chief Financial Officer.

~~In a~~Item ~~volatile market, you may experience wide fluctuations in the market price of our securities~~1A. ~~These~~Risk fluctuations may have an extremely negative effect on the market price of our securities and may prevent you from obtaining a market price equal to your purchase price when you attempt to sell our securities in the open market. In these situations, you may be required to either sell our securities at a market price which is lower than your purchase price, or to hold our securities for a longer period of time than you planned.Factors

~~19. We do~~Our ~~not~~business ~~expect~~will be subject to ~~pay~~numerous ~~dividends~~risk infactors, including the ~~foreseeable future.~~following:

~~We do~~1. ~~not intend to declare dividends for the foreseeable future~~Health, aswellness weand ~~anticipate~~cannabinoid ~~that~~industry weinvesting ~~will~~is ~~reinvest~~highly ~~any~~speculative ~~future earnings in the development~~ and ~~growth~~there ofcan ~~our~~be ~~business.~~no ~~Therefore,~~assurance ~~investors~~we will ~~not~~ever ~~receive~~achieve ~~any~~profitable ~~funds~~operations ~~unless~~or ~~they~~adequate ~~sell~~revenue ~~their common stock, and stockholders may be unable~~ to ~~sell~~sustain ~~their shares on favorable terms or at all. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in~~ our ~~common stock~~operations.

~~20.~~ We ~~may~~ intend to engage in the ~~future~~health, ~~issue~~wellness ~~additional~~and ~~common~~cannabinoid ~~shares~~industry that ~~would~~is ~~reduce~~speculative and involves a ~~shareholder’s~~high ~~ownership~~degree ~~interest~~of risk. Cannabinoids are a class of diverse chemical compounds that act on cannabinoid receptors on cells that repress neurotransmitter release in ~~our~~the ~~company~~brain. The health, wellness and ~~which~~ ~~may~~cannabinoid ~~dilute~~industries ~~their~~are ~~share~~speculative ~~value.~~and are significantly affected by changes in economic and other conditions, such as:

~~Our Articles~~employment of Incorporation authorizes the issuance of 990,000,000 common shares, par value $0.001 per common share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.levels;

~~21. FINRA sales~~construction ~~practice requirements may limit a stockholder’s ability to buy and sell our stock.~~costs;

~~FINRA has~~climate adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.conditions;

~~Under interpretations~~natural of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.disaster;

acts of war; 16

~~22. We will~~availability ~~incur increased costs and demands upon management as a result~~ of ~~complying with the laws and regulations affecting public companies, which could adversely affect our results of operations.~~financing;

As a public Company, we will incur legal, accounting and other expenses that we did not incur as a private Company, including costs associated with public Company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules implemented by the Securities and Exchange Commission and other applicable securities or exchange-related rules and regulations. In addition, our management team will also have to adapt to the requirements of being a public Company. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.13

The increased costs associated with operating as a public Company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, our results of operations could be adversely affected.

~~23. We may~~local ~~need additional capital in the future, which may not be available to us on favorable terms, or at all,~~ and ~~may~~national ~~dilute your ownership of our common stock.~~economics;

~~We have~~interest ~~historically~~rates; ~~relied on outside financing~~ and ~~cash from operations to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:~~

a)consumer ~~fund our operations;~~confidence.

b)These ~~respond~~factors can negatively affect the demand for and pricing of our projects and margin on sale. We are is also subject to ~~competitive~~a ~~pressures;~~number of risks, many of which are beyond our control, including but not limited to:

c)changes ~~take~~in ~~advantage~~governmental ~~of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and~~regulations

d)increases ~~develop new products~~ or ~~enhancements~~decreases toin ~~existing~~harvesting ~~products.~~production

~~We may~~labor not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.strikes

~~24. We may~~changes ~~expand through acquisitions of, or investments~~ in, ~~other~~the ~~companies or through business relationships~~health, ~~all~~wellness ofand ~~which~~cannabinoid ~~may~~industries ~~result in additional dilution to our stockholders~~ and ~~consumption~~government ofpolicy; ~~resources that are necessary to sustain our business.~~and

~~One of~~distribution ~~our business strategies is to acquire competing or complementary services, technologies or businesses. In connection with one or more of those transactions, we may:~~costs

a)2. ~~issue~~We ~~additional~~have ~~equity~~received ~~securities~~a ~~that~~going ~~would~~concern ~~dilute~~opinion from our ~~stockholders~~auditors; we cannot assure you of our financial results and you may lose your entire investment.

b)Our ~~use~~independent ~~cash~~auditors have included in their audit report, included with this prospectus, an explanatory note regarding our ability to continue as a going concern. We cannot assure you that we ~~may~~will ~~need~~be inable ~~the~~to ~~future~~generate sufficient revenue to ~~operate~~achieve profitability and we cannot predict with assurance the potential success of our business;.

c)3.We ~~incur~~are ~~debt~~dependent on ~~terms~~the ~~unfavorable~~services toof uscertain orkey ~~that~~employees weand ~~are~~the ~~unable~~loss toof ~~repay;~~their services could harm our business.

d)Our ~~incur~~success ~~large~~largely ~~charges~~depends on the continuing services of our officers. We have no key man insurance policy on either officer. Should we lose the services of our officers or ~~substantial~~other ~~liabilities;~~key employees, there is no assurance that we will be able to replace them with equal competencies and our results of operations may be negatively impacted.

e)4.Our ~~encounter~~future ~~difficulties~~success ~~retaining~~depends, ~~key~~to ~~employees~~a ofsignificant ~~the~~extent, ~~acquired~~on ~~company~~our orability to attract, train and retain management, operations and technical personnel.

f)Recruiting ~~integrating~~and ~~diverse~~retaining capable personnel, particularly those with expertise in the health, wellness and cannabinoid industries, are vital to our success. If we are unable to attract and retain qualified associates, our business ~~cultures;~~may be materially and adversely affected.  

5.Our control shareholders may effectively exercise control over matters requiring shareholder approval. 17

g)Entities ~~become~~associated ~~subject~~with the Board of Directors currently hold 64.9% of the voting shares and may control important decisions such as appointment of our directors and officers, change in control and amendments to ~~adverse~~our ~~tax~~Articles ~~consequences~~of Incorporation, ~~substantial~~in ~~depreciation~~which case our shareholders will have no vote or ~~deferred~~input ~~compensation~~in ~~charges;~~such ~~and~~corporate decisions.

h)6.We ~~encounter~~will ~~unfavorable~~be ~~reactions~~subject ~~from~~to ~~investment~~risks ~~banking~~generally ~~market~~incident ~~analysts~~to ~~who~~the ~~disapprove~~health, ofwellness ~~our~~and ~~completed~~cannabinoid ~~acquisitions~~industry industries; we may never be profitable.

~~25. United States~~We ~~state~~will ~~securities~~be ~~laws~~subject ~~may~~to ~~limit~~the ~~secondary~~risks ~~trading~~generally incident to the health, ~~which~~wellness ~~may~~and ~~restrict~~cannabinoid ~~the~~industries, ~~states~~including: inuncertainty ~~which~~of cash flow to meet fixed and other obligations; adverse changes in local market conditions, ~~under~~population ~~which~~trends, ~~you can~~neighborhood ~~sell~~values, ~~the~~community ~~shares~~conditions, ~~offered~~general byeconomic ~~this~~conditions, ~~prospectus~~local employment conditions, interest rates, and real estate tax rates; changes in fiscal policies; changes in applicable laws and regulations (including tax laws); uninsured losses and other risks that are beyond our control. Should any such risks materially and negatively impact our results of operations, our ability to become profitable will be severely impacted.

Secondary trading in securities sold in this offering will not be possible in any state in the U.S. unless and until the common shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our securities for secondary trading, or identifying an available exemption for secondary trading in our securities in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the securities in any particular state, the securities could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our securities, the market for our securities could be adversely affected.14

~~Item 1B~~7.Our ~~Unresolved~~products ~~Staff~~are ~~Comments~~subject to U.S. controlled substance laws and regulations and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations, both during clinical development and post approval, and our financial condition.

~~None~~Our products contain controlled substances as defined in the federal Controlled Substances Act of 1970, or CSA. Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, are not currently recognized as "accepted medical use" in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription. Our products are federally considered a Schedule 1 controlled substance. As a result, we only sell our products within states that have passed marijuana laws allowing for the sale of Schedule 1 products.

While ~~Item~~cannabis 2is a Schedule I controlled substance, products approved for medical use in the United States that contain cannabis or cannabis extracts may be required to be placed in Schedules II—V, since approval by the FDA satisfies the "accepted medical use" requirement. ~~Properties~~If any proposed products developed receive FDA approval, the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. Consequently, its manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use may be subject to a significant degree of regulation by the DEA. Our failure to comply with these regulations could result in the loss of our DEA registration, civil penalties or criminal prosecution. In addition, the scheduling process may take one or more years, thereby delaying the launch of any product in the United States. Furthermore, if the FDA, DEA, or any foreign regulatory authority determines that any product may have potential for abuse, it may require us to generate more clinical or other data than we currently anticipate establishing whether or to what extent the substance has an abuse potential, which could increase the cost and/or delay the launch of any proposed product.

~~Our headquarters~~The ~~are~~DEA, ~~located~~and atsome ~~3000~~states, ~~Lawrence~~also ~~Street~~conduct periodic inspections of registered establishments that handle controlled substances. Facilities that conduct research, ~~Denver~~manufacture, COstore, ~~80205~~distribute, import or export controlled substances must be registered to perform these activities and have the security, control and inventory mechanisms required by the DEA to prevent drug loss and diversion. ~~Our~~Failure ~~telephone~~to ~~number~~maintain iscompliance, ~~(720)~~particularly ~~699~~non-~~7222.~~compliance Weresulting ~~believe~~in loss or diversion, can result in regulatory action that ~~this location~~could ~~will~~have ~~meet~~a material adverse effect on our ~~requirements~~business, ~~for~~results ~~the~~of ~~foreseeable~~operations, ~~future~~financial condition and prospects. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

8.Compliance ~~Item~~with 3.DEA ~~Legal~~registration ~~Proceedings~~and inspection of our possible future facilities could negatively affect our operations.

~~We know~~Facilities ofconducting noresearch, ~~material~~manufacturing, ~~existing~~distributing, importing or ~~pending~~exporting, ~~legal~~or ~~proceedings~~dispensing ~~against~~controlled substances must be registered (licensed) to perform these activities and have the ~~Company~~security, ~~nor~~control, ~~are~~recordkeeping, wereporting ~~involved~~and asinventory amechanisms ~~plaintiff~~required inby ~~any~~the ~~material proceeding~~DEA or ~~pending~~other ~~litigation.~~state ~~There~~reporting ~~are~~agency noto ~~proceedings~~prevent indrug ~~which~~loss ~~any~~and ofdiversion. ~~our~~All ~~directors~~these facilities must renew their registrations annually, ~~officers~~except ordispensing ~~affiliates~~facilities, orwhich ~~any~~must renew every three years. The DEA conducts periodic inspections of certain registered or ~~beneficial~~establishments ~~stockholder,~~that ishandle ancontrolled ~~adverse~~substances. ~~party~~Obtaining orthe ~~has~~necessary aregistrations ~~material~~may ~~interest~~result ~~adverse~~in todelay ~~our~~of ~~interest~~the ~~except~~importation, asmanufacturing ~~disclosed~~or ~~below~~distribution of any products.

~~The Company~~Furthermore, isfailure ~~currently~~to ~~involved~~maintain incompliance ~~two~~with ~~disputes~~the ~~relating~~CSA, toparticularly ~~deposits~~non-compliance ~~being~~resulting ~~due~~in onloss ~~proposed~~or ~~property~~diversion, ~~purchases.~~can ~~The~~result ~~attorneys representing the Company~~ in ~~Vanuatu~~regulatory ~~maintain~~action that ~~the~~could ~~claims~~have ~~are~~a ~~spurious,~~material asadverse ~~the~~effect ~~related~~on ~~contracts~~our ~~were~~business, ~~never~~financial ~~validly~~condition ~~executed~~ and atresults noof ~~time were~~operations. ~~unconditional,~~The ~~negating~~DEA ~~any~~may ~~obligation~~seek bycivil ~~the~~penalties, ~~Company~~refuse to ~~pay~~renew ~~the~~necessary ~~deposit. As at the date of this filing~~registrations, ~~the~~or ~~Company~~initiate ~~has moved~~proceedings to ~~dismiss~~restrict, ~~both~~suspend ~~claims,~~or ~~and~~revoke isthose ~~confident~~registrations. ~~that~~In ~~the~~certain ~~matters~~circumstances, ~~will~~violations becould ~~resolved~~lead into ~~their~~criminal ~~favor~~proceedings.

~~Item 4. Mine Safety Disclosures~~15

~~Not applicable~~9.Compliance with state-controlled substances laws could negatively affect our operations.

~~PART II~~Individual states have also established controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule any product candidates as well. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our partners must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

~~Item 5~~10.Clinical ~~Market~~trials ~~for~~are ~~the~~subject ~~Company’s~~to ~~Common~~DEA ~~Equity,~~registration ~~Related~~and ~~Stockholder~~approval. ~~Matters~~Any ~~and~~delays ~~Issuer~~or ~~Purchases~~denials ofcould ~~Equity~~negatively ~~Securities~~affect operations.

~~Our common~~Because ~~stock~~the isproposed ~~currently~~products ~~quoted~~of onour ~~the~~project ~~OTC~~developers ~~Pink~~contain ~~Sheets.~~cannabis ~~Our~~extracts, ~~common~~which ~~stock~~are ~~has~~Schedule I ~~been~~substances, ~~quoted~~to onconduct clinical trials in the ~~OTC~~United ~~Bulletin~~States ~~Board~~prior ~~from~~to ~~December 28~~approval, ~~2010~~each of the research sites must submit a research protocol to ~~March~~the 6,DEA ~~2014~~and ~~under~~obtain and maintain a DEA researcher registration that will allow those sites to handle and dispense the ~~symbol~~products ~~“MKIT”~~and to obtain the product from a supplier. OnIf ~~March~~the 7DEA delays or denies the grant of a research registration to one or more research sites, ~~2014~~the clinical trial could be significantly delayed, and the ~~symbol~~clinical ~~was~~trial ~~changed~~sites tocould ~~“MJMD”~~be lost. On ~~November~~The 2.supplier ~~2018~~for the ~~symbol~~clinical ~~was~~trials ~~again~~must ~~changed~~also toobtain ~~“PLSI”~~a Schedule I registration.

1811.Manufacture in the United States may be subject to the DEA’s annual manufacturing and procurements quota requirements.

~~The following~~If, ~~table~~because ~~reflects~~of a Schedule II classification or voluntarily, a project developer were to conduct manufacturing or repackaging/relabeling in the ~~high~~United States, they would be subject to the DEA's annual manufacturing and ~~low~~procurement ~~bid~~quota ~~information~~requirements. ~~for~~Additionally, ~~our~~regardless ~~common~~of ~~stock~~the ~~obtained~~scheduling ~~from~~of ~~Stockwatch~~any product, cannabis comprising the active ingredient in the final dosage form are currently Schedule I controlled substances and ~~reflects~~would ~~inter-dealer prices,~~be ~~without~~subject ~~retail~~to ~~mark-up~~such quotas as these substances could remain listed on Schedule I. The annual quota allocated to us or our contract manufacturers for the active ingredient in any product may not be sufficient to meet commercial demand or complete clinical trials. Consequently, ~~markdown~~any delay or ~~commission~~refusal by the DEA in establishing our, or our contract manufacturers', procurement and/or ~~may~~production ~~not~~quota ~~necessarily~~for ~~represent~~controlled ~~actual~~substances ~~transactions~~could delay or stop our clinical trials or product launches, which could have a material adverse effect on our business, financial position and operations.

~~The high~~12.Distribution ~~and~~in ~~low~~the ~~bid~~United ~~prices~~States ofrequires ~~our~~DEA ~~common~~registration ~~stock~~and ~~for~~authority ~~the~~that ~~periods~~could ~~indicated~~be ~~below~~time-consuming ~~are~~and ~~as follows:~~costly.

OTC Bulletin Board/Pink Sheets
Quarter Ended	High	Low
February 28, 2018	$89.99	$2.02
November 30, 2017	$2.06	$2.05
August 31, 2017	$2.05	$1.70
May 31, 2017	$2.00	$1.91
February 28, 2017	$9.00	$1.25
November 30, 2016	$4.00	$2.00
August 31, 2016	$5.50	$2.50
May 31, 2016	$5.25	$3.80

If a product is scheduled as Schedule II or III, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We would need to identify distributors to distribute the product to pharmacies; these distributors would need to obtain Schedule II or III distribution registrations. The failure to obtain, or delay in obtaining, or the loss any of those registrations could result in increased costs to us. If a product is a Schedule II drug, pharmacies would have to maintain enhanced security with alarms and monitoring systems and they must adhere to recordkeeping and inventory requirements. This, along with a product that must be refrigerated, may discourage some pharmacies from carrying the product. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products.

~~As of~~13.We ~~February~~have ~~28,~~limited ~~2018,~~financial ~~there~~resources ~~were~~and ~~approximately~~we 82have ~~holders~~not ofgenerated ~~record~~any ofrevenues ~~our~~from ~~common stock~~operations. ~~As of such date, 34,171 common shares were issued and outstanding.~~

~~Our common~~We ~~shares~~have ~~are~~limited ~~issued~~financial inresources, ~~registered~~and ~~form.~~our ~~ClearTrust~~business ~~LLC~~is ~~16540~~subject ~~Pointe~~to ~~Village~~significant ~~Drive~~risks, ~~Suite~~including ~~206,~~competition. ~~Lutz,~~Our ~~Florida~~potential ~~33558~~profitability ~~(Telephone: 813.~~and ~~235-4490)~~potential isrevenues ~~the~~are ~~registrar~~subject ~~and~~to ~~transfer~~significant ~~agent~~risks, ~~for~~including significant liabilities that may impede our ~~common~~operational ~~shares~~efficiency.

~~Preferred Stock~~14.Our inability to obtain adequate insurance could subject us to additional risk of loss or additional expenses.

~~On July~~We 8,may ~~2015,~~be ~~the~~unable ~~Company~~to ~~approved~~obtain adequate insurance for our products and we may be unable to obtain insurance on reasonable terms. Failure to obtain insurance or the ~~creation~~excessive costs of ~~four~~insurance ~~classes~~may expose us to additional risk of ~~preferred~~loss ~~stock~~or additional expenses to which it would not otherwise be subject.

- 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.16

~~- Series B preferred stock, par value $0~~15.~~0001~~If ~~par~~product ~~value,~~liability ~~shall~~lawsuits ~~have 2,000,000 authorized shares. These preferred shares~~ are ~~entitled~~successfully tobrought ~~100~~against ~~votes for each share held~~us, ~~and~~we ~~are~~will ~~convertible~~incur ~~into~~substantial ~~100~~liabilities ~~common~~and ~~shares~~may atbe ~~any~~required ~~time~~to atlimit the ~~discretion~~commercialization of ~~the~~our ~~holder~~products. ~~Series B preferred shares are senior to common shares.~~

-We ~~Series~~face Cpotential ~~preferred~~product ~~shares,~~liability ~~par~~exposure ~~value~~in ~~$0.0001~~jurisdictions ~~par~~where ~~value,~~we ~~shall~~market ~~have~~and ~~2,000,000~~distribute ~~authorized~~our ~~shares~~products. ~~These~~We ~~preferred~~may ~~shares~~face ~~are~~exposure ~~not~~to ~~entitled~~claims toby ~~any~~an ~~voting~~even ~~rights,~~greater number of persons if we begin marketing and ~~convertible~~distributing ~~into~~our ~~common~~products ~~shares~~commercially atin the ~~rate~~United States and elsewhere, including those relating to misuse of $1our products.00 ~~per~~An ~~common~~individual ~~share~~may atbring ~~any~~a ~~time~~liability atclaim ~~the~~against ~~discretion~~us ofalleging ~~the~~that ~~holder.~~one ~~Series~~of Cour ~~preferred~~products ~~shares~~caused ~~are~~an ~~entitled~~injury. toWhile ~~receive~~we acontinue ~~preferred~~to ~~return~~take ~~equal~~what towe ~~10%~~believe ofare ~~the~~appropriate ~~gross~~precautions, ~~cash~~we ~~sales~~may ~~income~~be ~~received~~unable into ~~the~~avoid ~~ordinary~~significant ~~course~~liability ofif ~~business.~~any ~~Upon~~product ~~issue~~liability oflawsuit ~~the~~is ~~dividend,~~brought ~~the~~against ~~value~~us. ofIf ~~such~~we ~~shares~~cannot ~~shall~~successfully bedefend ~~deemed~~ourselves toagainst beproduct ~~retired.~~liability ~~Series~~claims, Cor ~~preferred~~if ~~shares~~our ~~rank~~insurance ~~senior~~coverage tois ~~the~~inadequate, ~~common~~we ~~shares~~will ~~and~~incur ~~Series~~substantial Bliabilities. ~~preferred~~Regardless ~~shares~~of ~~with~~merit ~~respect~~or toeventual ~~the~~outcome, ~~right~~liability toclaims ~~receive~~may ~~dividends~~result in:

decreased demand for our products; 19

-injury ~~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~~our 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.reputation;

~~As at~~withdrawal ~~February~~of ~~28,~~clinical ~~2018,~~trial Phoenix Bio Pharmaceuticals Corporation had been issued 2,000,000 Series B Preferred Shares. YP Holdings, LLC had been issued 1,000,000 Series C Preferred Shares. but had converted 4,400 into common shares and therefore owned 995,600 Series C Preferred Shares.participants;

~~Dividend Policy~~costs of related litigation;

~~We have~~substantial ~~not~~monetary ~~paid~~awards any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to ~~the~~patients ~~discretion of our Board of Directors~~ and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future. 2016 draft Jan24 others;

~~Recent Sales~~increased ofcost ~~Unregistered Securities; Use~~ of ~~Proceeds~~liability ~~from Registered Securities~~insurance;

~~Other than~~loss asof ~~disclosed~~revenue; below, we did not sell any equity securities which were not registered under the Securities Act during the year ended February 28, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended February 28, 2018.and

~~On February 22, 2018,~~ the ~~Company~~inability ~~issued 3,104 common shares~~ to ~~Typenex~~successfully ~~Co-Investments,~~commercialize ~~LLC~~our ~~pursuant to conversion of part of its warrant agreement~~products.

~~Equity Compensation~~Risks ~~Plan~~Associated ~~Information~~ with our Common Stock

~~On June~~16.There 9,is ~~2014,~~only ~~the~~a ~~board~~limited oftrading ~~directors~~market ~~approved~~for ~~the~~our ~~Company’s 2014 Stock Awards Plan. Up to 10,000,000~~ common ~~shares~~stock ~~may~~and ~~be issued~~we ~~under~~are ~~the~~subject ~~Plan. On June 9, 2014, the board of directors approved the issuance of options~~ to ~~purchase~~a ~~5,000,000~~possible ~~common~~continuing ~~shares to~~inactive ~~Ron~~market ~~Lusk, an officer~~ and ~~director~~stock ~~at the option exercise~~ price ofvolatility; ~~$0.34~~if ~~per common share with~~ an ~~effective~~active ~~date~~market offor ~~February 27,~~our ~~2013, the date the board of directors authorized the issuance of 5,000,000~~ common shares to Mr. Lusk. Said common share issuance was subsequently unwound and the common shares are in the process of being cancelled. On September 17, 2014, Mr. Lusk resigned from his position of CEO and as a director on February 18, 2015. Pursuant to Mr. Lusk’s stock ~~option~~does ~~agreement, the vested options issued and outstanding as of date of resignation were exercisable for one-year. Mr. Lusk did~~ not ~~exercise his options prior to February 18~~develop, ~~2016~~our ~~and~~investors ~~accordingly~~will ~~the~~be ~~options~~unable ~~were~~to ~~cancelled~~sell ontheir ~~February 27, 2016~~shares.

~~Purchase of~~There ~~Equity~~is ~~Securities~~currently byonly a limited trading market for our common stock and such a market may not develop or be sustained. If an active public market for our common stock does not develop, then shareholders may not be able to resell the ~~Issuer~~common shares that they have purchased and ~~Affiliated~~may ~~Purchasers~~ lose all of their investment.

~~We did~~If ~~not~~we ~~purchase~~establish ~~any~~an ofactive trading market for our ~~shares~~common stock, the market price of our common stock may be significantly affected by factors such as actual or ~~other~~anticipated ~~securities~~fluctuations ~~during~~in our ~~fourth~~operation ~~quarter~~results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of exploration stage companies, which may affect the market price of our ~~fiscal~~common ~~year~~stock ~~ended~~in ~~February 28,~~a ~~2018~~materially adverse manner.

Currently, ~~Item~~our 6stock prices are quoted on the OTC market. ~~Selected~~The ~~Financial~~OTC ~~Data~~market tends to be highly illiquid, in part because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of market volatility for securities that trade on the OTC market as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including:

As a.The ~~“smaller~~lack ~~reporting~~of ~~company”,~~readily weavailable ~~are~~price ~~not required to provide the information required by this Item.~~quotations;

b.The absence of consistent administrative supervision of "bid" and "ask” quotations; 20

~~Item 7~~c.Lower ~~Management’s~~trading ~~Discussion~~volume; and ~~Analysis of Financial Condition and Results of Operations~~

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended February 28, 2018 and February 28, 2016 that appear elsewhere in this annual reportd.Market ~~The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs~~conditions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors”.

~~Our audited~~In ~~financial~~a ~~statements~~volatile ~~are~~market, ~~stated~~you may experience wide fluctuations in ~~United~~the ~~States~~market ~~Dollars~~price of our securities. These fluctuations may have an extremely negative effect on the market price of our securities and ~~are~~may ~~prepared~~prevent you from obtaining a market price equal to your purchase price when you attempt to sell our securities in ~~accordance~~the ~~with~~open ~~United~~market. ~~States~~In ~~Generally~~these ~~Accepted Accounting~~situations, ~~Principles~~you may be required to either sell our securities at a market price which is lower than your purchase price, or to hold our securities for a longer period of time than you planned.

~~Sales Revenue~~17.We ~~for~~do ~~the~~not ~~years~~expect ~~ended~~to ~~February~~pay ~~28,~~dividends ~~2018~~in ~~and~~the ~~2017~~foreseeable ~~was $0~~future.

~~Product development~~We ~~expense~~do not intend to declare dividends for the ~~years~~foreseeable ~~ended~~future, ~~February~~as 28we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, ~~2018~~investors will not receive any funds unless they sell their common stock, and ~~2017~~stockholders ~~was~~may $0be unable to sell their shares on favorable terms or at all. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

~~Sales and marketing expenses for the years ended February 28, 2018 and 2017 were $0. Sales and marketing expenses represent costs of the selling team, infrastructure and promotion of the Company.~~17

~~Operations expenses~~18.We ~~for~~may in the ~~year~~future ~~ended~~issue ~~February~~additional ~~28,~~common ~~2018~~shares that would reduce a shareholder’s ownership interest and ~~2017~~may ~~were~~dilute $0their share value.

~~General and~~Our ~~administrative~~Articles ~~expenses~~of ~~for~~Incorporation authorizes the ~~years~~issuance ~~ended~~of ~~February 28~~990,000,000 ~~2018~~common ~~and~~shares, ~~2017~~par ~~were~~value $~~458~~0.001 ~~and~~per ~~$4,006,~~common ~~respectively~~share. ~~General~~The ~~and~~future ~~administrative expenses~~issuance ~~generally~~of ~~include~~all ~~costs~~or ~~for~~part ~~running~~of our remaining authorized common stock may result in substantial dilution in the ~~Company’s~~percentage ~~administrative~~of ~~office~~our common stock held by our then existing stockholders. ~~Lack~~We may value any common stock issued in the future on an arbitrary basis. The issuance of ~~financial~~common ~~resources~~stock for future services or acquisitions or other corporate actions may have ~~meant that~~the ~~costs~~effect of diluting the value of the shares held by our investors, and might have ~~been~~an ~~kept~~adverse toeffect aon ~~minimum~~any trading market for our common stock.

~~Professional fees~~19.FINRA ~~for~~sales ~~the~~practice ~~year~~requirements ~~ended~~may ~~February~~limit ~~28,~~a ~~2018~~stockholder’s ~~and~~ability ~~2017~~to ~~were~~buy $0 and ~~$2,379,~~sell ~~respectively.~~our ~~Professional fees consist of cost of financing, legal, accounting, consulting and advisory services~~stock. ~~No professionals were engaged in 2018 due to limited funds available.~~

~~Lease operating~~FINRA ~~expenses~~has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the ~~year~~investment ~~ended~~is ~~February~~suitable 28for that customer, ~~2018~~prior ~~and~~to ~~2017~~recommending ~~totaled~~the $0investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

~~Other income~~Under ~~and~~interpretations ~~expense~~of ~~for~~these ~~the~~rules, ~~year~~FINRA ~~ended~~believes ~~February~~that ~~28,~~there ~~2018~~is ~~totaled~~ a ~~net~~high ~~expense~~probability ofthat ~~$76~~speculative,~~132,~~ ~~primarily~~low ~~representing~~priced ~~interest~~securities ~~expense of~~will ~~$86,064~~not ~~offset~~be ~~partially~~suitable byfor aat ~~gain~~least onsome acustomers. ~~derivative~~FINRA’s ~~liability~~requirements ofmake ~~$6,932.~~it ~~For~~more ~~year~~difficult ~~ended~~for ~~February~~broker/dealers 28to recommend that their customers buy our common stock, ~~2017~~which ~~total~~may ~~net~~have ~~expenses were~~the ~~$218~~effect of reducing the level of trading activity and liquidity of our common stock. Further,~~899~~ ~~with~~many brokers charge higher ~~interest~~transactional ~~expense~~fees offor ~~$136~~penny stock transactions. As a result,~~775~~ ~~and~~fewer ~~loss~~broker/dealers onmay ~~the~~be ~~derivative~~willing ~~liability~~to ofmake ~~$79~~a market in our common stock,~~689~~ ~~being~~reducing ~~the~~a ~~main~~shareholder’s ~~expenses~~ability to resell shares of our common stock.

~~Net loss~~20.We ~~for~~will ~~the~~incur ~~year~~increased ~~ended~~costs ~~February~~and ~~28,~~demands ~~2018,~~upon ~~totaled~~management ~~$76,590~~as ~~compared~~a toresult ~~loss~~of ~~for~~complying with the ~~year~~laws toand ~~February~~regulations ~~28,~~affecting ~~2017~~public ~~which was $254~~companies,~~710. Reduced~~ ~~costs~~which ~~due~~could toadversely ~~minimal~~affect ~~activity~~our ~~were~~results ~~the~~of ~~reason the loss was smaller~~operations.

~~We have~~As a public company, we will incur legal, accounting and other expenses that we did not ~~attained~~incur ~~profitable~~as ~~operations~~a private company, including costs associated with public Company reporting and ~~are~~corporate ~~dependent~~governance ~~upon~~requirements. ~~the~~These ~~commencement~~requirements include compliance with Section 404 and other provisions of the ~~sale~~Sarbanes-Oxley Act of ~~our~~2002, ~~products~~the Dodd-Frank Wall Street Reform and ~~obtaining~~Consumer ~~financing to~~Protection ~~increase~~Act, as well as rules implemented by the ~~production~~Securities and ~~development~~Exchange ofCommission ~~our~~and ~~products.~~other ~~For~~applicable ~~these~~securities ~~reasons~~or exchange-related rules and regulations. In addition, our ~~auditors~~management ~~stated~~team inwill ~~their~~also ~~report~~have onto ~~our~~adapt ~~audited financial~~to ~~statements~~the ~~that~~requirements ~~they~~of ~~have~~being ~~substantial~~a ~~doubt~~public ~~that~~company. weWe expect complying with these rules and regulations will besubstantially ~~able~~increase toour ~~continue~~legal asand afinancial ~~going~~compliance ~~concern~~costs ~~without~~and ~~further~~to ~~financing~~make some activities more time-consuming and costly.

~~Liquidity~~ The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and ~~Capital~~may ~~Resources~~ require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, our results of operations could be adversely affected.

~~At February~~21.We ~~28,~~will ~~2018,~~need additional capital in the ~~Company~~future, ~~had~~which amay ~~cash~~not ~~balance~~be ofavailable ~~$697~~to ~~compared~~us ~~with~~on $1favorable terms,~~511~~ or at ~~February 28~~all, ~~2015.~~and ~~The~~may ~~decrease~~dilute inyour ~~cash~~ownership ~~was cash~~of ~~used~~our ~~for~~common ~~administration expenses~~stock.

We ~~believe~~ ~~that~~have ~~our~~historically ~~cash~~relied on ~~hand~~outside ~~may~~financing ~~not~~and becash ~~sufficient~~from ~~for continued~~ operations ~~and may have~~ to ~~seek~~fund ~~out~~our ~~additional~~operations, ~~funding~~capital toexpenditures ~~meet our inventory~~ and ~~operational needs~~expansion. We ~~are~~will ~~currently~~require ~~seeking~~additional ~~financing~~capital ~~opportunities~~from ~~in the form of~~ equity ~~and/~~or debt financing to ~~support~~in ~~our~~the ~~operational~~future ~~goals.~~to:

21a)fund our operations;

~~Cash flow~~b)respond ~~from~~to ~~Operating~~competitive ~~Activities. During the year ended February 28, 2018, Company used $458 for operating activities.~~pressures;

~~Cash flow~~c)take ~~from~~advantage ~~Investing~~of ~~Activities.~~strategic ~~During~~opportunities, ~~the~~including ~~year~~more ~~ended~~rapid ~~February~~expansion ~~28,~~of ~~2018,~~our business or the ~~Company~~acquisition ~~did~~of ~~not~~complementary ~~receive~~products, ~~any~~technologies ~~funds~~or ~~from~~businesses; ~~investing activities.~~and

~~Cash flow~~d)develop ~~from~~new ~~Financing~~products ~~Activities.~~or ~~During~~enhancements ~~the~~to ~~year~~existing ~~ended February 28, 2018, the Company had no financing activities~~products.

~~Going Concern~~ 18

We ~~have~~ ~~not~~may ~~attained~~be ~~profitable~~unable ~~operations~~to ~~and~~secure ~~are~~timely ~~dependent~~additional ~~upon~~financing ~~the~~on ~~commencement~~favorable ofterms, ~~the~~or ~~sale~~at all. The terms of any additional financing may place limits on our ~~products~~financial and ~~obtaining~~operating ~~financing to~~flexibility. ~~increase~~If ~~the~~we ~~production~~raise ~~and~~additional ~~development~~funds through issuances of ~~our~~equity, ~~products.~~convertible ~~For~~debt ~~these~~securities ~~reasons~~or other securities convertible into equity, our ~~auditors~~existing ~~stated~~stockholders could suffer significant dilution in their ~~report~~percentage onownership ~~our~~of ~~audited financial~~the ~~statements~~Company, ~~that~~and ~~they~~any new securities we issue could have ~~substantial~~rights, ~~doubt~~preferences ~~that~~and privileges senior to those of our common stock. If we ~~will~~are beunable ~~able~~to obtain adequate financing or financing on terms satisfactory to ~~continue~~us, asif aand ~~going~~when ~~concern~~we ~~without~~require ~~further~~it, ~~financing~~our ability to grow or support our business and to respond to business challenges could be significantly limited.

~~Future Financings~~22.We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may result in additional dilution to our stockholders and consumption of resources that are necessary to sustain our business.

We ~~will~~ ~~continue~~intend to ~~rely~~acquire oncompeting ~~equity~~or ~~sales~~complementary ofservices, ~~our~~technologies ~~common~~or ~~shares~~businesses. inIn ~~order~~connection towith ~~continue~~one toor ~~fund~~more ~~our business operations. Issuances~~ of ~~additional~~ ~~shares~~those ~~will~~transactions, ~~result in dilution to existing stockholders. There is no assurance that~~ we ~~will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.~~may:

~~Off-Balance Sheet~~a)issue ~~Arrangements~~additional equity securities that would dilute our stockholders;

~~We have~~b)use nocash ~~significant off-balance sheet arrangements~~ that ~~have~~we ormay ~~are~~need ~~reasonably~~in ~~likely~~the ~~to have a current or~~ future ~~effect~~to onoperate our ~~financial~~ ~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.~~business;

~~Critical Accounting~~c)incur ~~Policies~~debt on terms unfavorable to us or that we are unable to repay;

~~Our financial~~d)incur ~~statements~~large ~~and~~charges ~~accompanying~~or ~~notes~~substantial have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities~~, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.~~;

~~We regularly~~e)encounter ~~evaluate~~difficulties ~~the~~retaining ~~accounting~~key ~~policies~~employees ~~and estimates that we use to prepare our financial statements. A complete summary~~ of ~~these~~ ~~policies is included in~~ the ~~notes~~acquired tocompany our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.or

~~Use of~~f)integrating ~~Estimates.~~diverse ~~The~~business preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.cultures;

g)become subject to adverse tax consequences, substantial depreciation or deferred compensation charges; and 22

~~A significant~~h)encounter ~~item~~unfavorable ~~that~~reactions ~~requires~~from ~~management’s~~investment ~~estimates~~banking ~~and~~market ~~assumptions~~analysts iswho ~~the~~disapprove ~~estimate~~ of ~~proved~~our ~~oil~~completed ~~reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations~~acquisitions. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.

~~Stock-based Compensation~~23.United ~~The~~States ~~Company~~state ~~records~~securities ~~stock-based~~laws ~~compensation~~may inlimit ~~accordance~~secondary ~~with ASC 718~~trading, ~~Compensation~~which –may ~~Stock~~restrict ~~Based~~the ~~Compensation and~~states ~~ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions~~ in which ~~goods~~and orconditions ~~services~~under ~~are~~which ~~the~~you ~~consideration received~~can ~~for~~sell the ~~issuance~~shares ofoffered ~~equity~~by ~~instruments~~this ~~are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable~~prospectus.

~~Revenue Recognition.~~Secondary ~~The~~trading ~~Company~~in ~~recognizes~~securities ~~revenue~~sold in ~~accordance~~this ~~with~~offering ~~SEC~~will ~~Staff~~not ~~Accounting~~be ~~Bulletin~~possible ~~Topic~~in 13any ~~when~~state ~~persuasive~~in ~~evidence of~~the anU.S. ~~arrangement~~unless ~~exists~~ and ~~delivery~~until ~~has~~the ~~occurred,~~common ~~provided~~shares ~~the~~are qualified for sale isunder ~~fixed~~the applicable securities laws of the state or ~~determinable~~there ~~and~~is ~~collection~~confirmation that an exemption, such as listing in certain recognized securities manuals, is ~~probable~~available for secondary trading in such state. ~~The Company~~There ~~assesses~~can ~~whether~~be ~~the~~no ~~sale~~assurance isthat ~~fixed~~we ~~and~~will ~~determinable~~be ~~based~~successful onin ~~the~~registering ~~payment~~or ~~terms~~qualifying ~~associated~~our ~~with~~securities ~~the~~for ~~transaction~~secondary trading, or identifying an available exemption for secondary trading in our securities in every state. If awe ~~sale is~~fail ~~based~~to ~~upon~~register aor ~~variable~~qualify, ~~such~~or asto ~~acceptance~~obtain byor verify an exemption for the ~~customer~~secondary trading of, the ~~Company~~securities ~~accounts~~in ~~for~~any particular state, the ~~sale~~securities ascould not ~~being~~be ~~fixed~~offered ~~and~~or ~~determinable. In~~sold ~~these~~to, ~~cases~~or purchased by, a resident of that state. In the ~~Company~~event ~~defers~~that ~~revenue~~a ~~and~~significant ~~recognizes~~number itof ~~when~~states itrefuse ~~becomes~~to ~~due~~permit ~~and~~secondary ~~payable~~trading in our securities, the market for our securities could be adversely affected.

~~The Company~~Item ~~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~~1B. IfUnresolved ~~the~~Staff 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.Comments

~~Recent Accounting Pronouncements~~ None

~~The recent~~Item accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations2. Properties

~~Contractual Obligations~~Our headquarters are located at 4262 Blue Diamond Road #102-277, Las Vegas, NV 89139 and are composed of a serviced office. We pay rent of $124 per month on a month by month basis. Our telephone number is (720) 699-7222. We also have an office located at Lini Highway, Port Vila, Vanuatu. We pay rent of $1,300 per month and our lease expires on July 20, 2022. We believe that our offices are adequate for our needs.

~~As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.~~19

~~Contingencies~~Item 3. Legal Proceedings

~~As part~~Except ofas ~~the~~disclosed ~~merger and consolidation~~below, ~~Phoenix~~we ~~Life~~are ~~Sciences~~not ~~International~~involved ~~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~~material ~~claim~~active or ~~liability~~pending tolegal ~~ensure that the Company was not subject to any claims by former investors, employees and contractors~~proceedings.

~~The Company~~As isdisclosed ~~currently~~in ~~involved~~our inAugust ~~two~~29, ~~disputes~~2019 ~~relating~~Form 8-K, pursuant to ~~deposits~~Chief ~~being~~Executive ~~due~~Officer Marsden’s investigation, she learned that on ~~proposed~~October ~~property~~29, ~~purchases.~~2018, ~~The~~Gauntlet ~~attorneys~~Holdings, ~~representing the~~LLC ~~Company~~(“Gauntlet”) and NMS Capital Advisors, LLC (“NMS”) filed a lawsuit against us and our then Chief Executive Officer, Martin Tindall, for breach of contract and fraudulent misrepresentation in ~~Vanuatu~~connection ~~maintain~~with ~~that~~an ~~the~~alleged ~~claims~~default ~~are~~upon ~~spurious~~a Secured Promissory Note (Gauntlet Holdings, asLLC ~~the~~et ~~related~~al ~~contracts~~vs. ~~were~~Kronos ~~never~~International, ~~validly~~Phoenix ~~executed~~Life ~~and~~Sciences atInternational noLimited, ~~time were~~Medijane ~~unconditional~~Holdings, ~~negating~~Martin ~~any~~Tindall, ~~obligation~~Vincent byCoviello, ~~the~~Superior ~~Company~~Court toof ~~pay~~California, Los Angeles-Central District) (the ~~deposit~~“Gauntlet Litigation”). AsThen atChief Executive Officer Martin Tindall failed to disclose the ~~date~~Gauntlet litigation to our Board of ~~this~~Directors ~~filing~~or our management. On August 29, 2019, we settled the ~~Company~~Gauntlet ~~has moved~~Litigation tofor ~~dismiss~~payment ~~both~~of ~~claims~~1,000,000 common stock shares each to Gauntlet and isNMS, ~~confident~~which shares are subject to a leak out agreement providing that ~~the~~Gauntlet ~~matters~~and NMS will beeach sell ~~resolved~~no inmore ~~their~~than ~~favor~~10,000 of our common stock shares per trading day with a sales price of no less than 95% (ninety-five percent) Volume Weighted Average Price of the preceding 10 (ten) trading days. We granted piggyback registration rights to both Gauntlet and NMS.

23As disclosed in our August 29, 2019 Form 8-K, pursuant to Chief Executive Officer Marsden’s investigation, she discovered that on January 30, 2019, Terrence Roderick Hannam filed a lawsuit against us for breach of contract in connection with an agreement that we would acquire all shares of Silver Holdings, Ltd. (Terrence Roderick Hannam v. Phoenix Life Sciences International, Limited, Civil Case No. A7 of 2019, Supreme Court of Republic of Vanuatu. ”). Then Chief Executive Officer Martin Tindall failed to disclose the Hannam Litigation to our Board or our management. We have filed a Motion to Dismiss regarding this litigation.

Item 7A4. ~~Quantitative~~Mine ~~and~~Safety ~~Qualitative~~ Disclosures ~~About Market Risk~~

~~As a~~Not ~~“smaller reporting company”, we are not required to provide the information required by this Item~~applicable.

~~Item 8. Financial Statements and Supplementary Data~~20

24PART II

~~PHOENIX LIFE~~Item ~~SCIENCES~~5. ~~INTERNATIONAL~~Market ~~LIMITED~~for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~(A Development~~Our ~~Stage~~common ~~Company)~~stock is currently quoted on the OTC Pink Sheets. Our common stock has been quoted on the OTC Bulletin Board from December 28, 2010 to March 6, 2014 under the symbol “MKIT”. On March 7, 2014, the symbol was changed to “MJMD” and then on November 2, 2018 to “PLSI”

~~Financial Statements~~The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

~~For~~ The high and low bid prices of our common stock for the ~~Year~~periods ~~Ended~~indicated ~~February~~below ~~28,~~are ~~2018~~as follows:

Report of Independent Registered Public Accounting Firm	F-1
OTC Bulletin Board/Pink Sheets
Balance Sheets	F-2
Quarter Ended	High	Low
Statements of Operations	F-3
February 28, 2019	$26.97	$9.00
Statements of Stockholders’ Deficiency	F-4
November 30, 2018	$48.25	$8.25
Statements of Cash Flows	F-5
August 31, 2018	$13.00	$6.00
Notes to the Financial Statements	F-7
May 31, 2018	$18.50	$10.05
February 28, 2018	$89.99	$2.02
November 30, 2017	$2.06	$2.05
August 31, 2017	$2.05	$1.70
May 31, 2017	$2.00	$1.91

25As of February 28, 2019, there were approximately 269 holders of record of our common stock. As of such date, 32,584,582 common shares were issued and outstanding.

BMKR,LLP
Certified Public Accountants
			T 63! 293-5000
1200 Veterans Memorial Hwy.. Suite 350			F 631 234-4272
Hauppauge, New York 1!788			www.bmkr.com

Transfer Agent.

~~Thomas~~Our G.transfer ~~Kober~~agent, ~~CPA~~ClearTrust ~~Charles~~LLC, W.is ~~Blanchfield,~~an ~~CPA~~SEC ~~(Retired)~~registered ~~Alfred~~transfer M.agent ~~Rizzo,~~and ~~CPA~~is ~~Bruce~~located A.at ~~Meyer~~16540 Pointe Village Drive, ~~CPA~~Suite 206, Lutz, Florida 33558 (~~Retired)~~Telephone: ~~Joseph~~813. ~~Mortimer~~235-4490). ~~CPA~~

~~REPORT OF~~Preferred ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Stock

To On July 8, 2015, we approved the ~~Board~~creation of ~~Directors~~four ~~and~~ classes of preferred stock.

~~Stockholders~~ 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 ~~Phoenix~~$1.00 ~~Life~~per ~~Sciences~~common ~~International~~share ~~Inc~~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.

~~Opinion on~~Series B preferred stock, par value $0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are entitled to 500 votes for each share held, and are convertible into 100 common shares at any time at the ~~Financial~~discretion ~~Statements~~of the holder. Series B preferred shares are senior to common shares.

~~We have~~Series ~~audited~~C ~~the~~preferred ~~accompanying~~shares, ~~consolidated~~par ~~balance~~value ~~sheets~~$0.0001 ofpar ~~Phoenix~~value, ~~Life~~shall ~~Sciences~~have ~~International~~2,000,000 authorized shares. ~~(the~~These ~~Company)~~preferred asshares ofare ~~February 28,.~~not ~~2018~~entitled ~~and~~to ~~2017~~any voting rights, and ~~the~~convertible ~~related~~into ~~consolidated~~common ~~statements~~shares ofat ~~operations,~~the ~~consolidated~~rate ~~stockholders'~~of ~~equity~~$1.00 ~~and~~per ~~cash~~common ~~flows~~share ~~for each~~at ofany ~~the~~time ~~years~~at in the ~~two~~discretion ~~year~~of ~~period~~the ~~ended~~holder. ~~February~~Series ~~28,2018,~~C ~~and~~preferred ~~the~~shares ~~related~~are ~~notes~~entitled ~~(collectively~~to ~~referred~~receive toa aspreferred ~~the~~return ~~financial statements).~~equal Into ~~our~~10% ~~opinion,~~of the ~~financial~~gross ~~statements~~cash ~~present~~sales ~~fairly,~~income received in ~~all material respects,~~ the ~~financial~~ordinary ~~position~~course of ~~the Company~~business. asUpon issue of ~~February~~the 28dividend, ~~2018~~the ~~and~~value ~~2017,~~of ~~and~~such ~~the~~shares ~~results~~shall ofbe ~~its~~deemed ~~operations~~to ~~and~~be ~~its~~retired. ~~cash~~Series ~~flows~~C ~~for~~preferred ~~each~~shares ofrank ~~the~~senior ~~years~~to in the ~~two year~~common ~~period~~shares ~~ended~~and ~~February~~Series ~~28,~~B ~~2018,~~preferred inshares ~~conformity~~ with ~~accounting~~respect ~~principles~~to ~~generally accepted in~~ the ~~United~~right ~~States~~to ofreceive ~~America.~~dividends

~~Basis for~~Series ~~Opinion~~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.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opm1on on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.21

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its intemal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~Our audits~~As ~~included~~at ~~performing~~February ~~procedures to assess the risks of material misstatement of the financial statements~~28, ~~whether due to error or fraud~~2019, ~~and~~there ~~performing~~were ~~procedures~~no ~~that~~preferred ~~respond~~shares ~~to those risks. Such procedures included examining,~~ on ~~a test basis, evidence regarding the amounts and disclosures in the financial statements~~issue. Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The accompanying~~Dividend financial statements have been prepared assuming that the Company will continue as a going concern. As shown in e 1 the financial statements, the Company incurred a net loss of $76,590 during the year ended February 28, 2018, and as of that date, had a deficit net worth of $1,364,670. The Company is in arears with certain vendor creditors which, among other things, cause the balances to become due on demand. The Company is not aware of any alternate sources of capital to meet such demands, if made.Policy

AsWe ~~discussed~~have ~~in note~~not 1paid toany ~~the~~cash ~~financial~~dividends ~~statements~~on our common stock since inception and presently anticipate that all earnings, ~~the~~if ~~Company's~~any, ~~significant~~will ~~operating~~be ~~losses~~retained ~~raise~~for ~~substantial~~development ~~doubt~~of ~~about~~our ~~its~~business ~~ability~~and tothat ~~continue as~~no adividends ~~going~~on ~~concern.~~our ~~The~~common ~~financial~~stock ~~statements~~will dobe ~~not~~declared ~~include~~in ~~any~~the ~~adjustments~~foreseeable ~~that~~future. ~~might~~Any ~~result~~future ~~from~~dividends will be subject to the ~~outcome~~discretion of ~~this~~our ~~uncertainty. Our~~Board ~~opinion~~of isDirectors ~~not~~and ~~modified~~will ~~with~~depend ~~respect~~upon, toamong other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that ~~matter~~any dividends on our common stock will be paid in the future.

WeRecent ~~have~~Sales ~~served~~of ~~as the~~Unregistered ~~Company's~~Securities; ~~auditor~~Use ~~since~~of ~~2015.~~Proceeds from Registered Securities

~~Hauppauge~~We did not sell any equity securities which were not registered under the Securities Act during the year ended February 28, NY2019 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended February 28, 2019.

~~April~~Equity ~~19,~~Compensation ~~2019~~Plan Information

~~Member American~~None ~~Institute~~in ~~of Certified Public Accounts~~place

~~Member Public~~Purchase ~~Company~~of ~~Accounting~~Equity ~~Oversight~~Securities ~~Board~~by the Issuer and Affiliated Purchasers

~~F-1~~We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended February 28, 2019.

~~PHOENIX LIFE~~Item ~~SCIENCES~~6. ~~INTERNATIONAL~~Selected ~~LIMITED~~Financial Data

~~Consolidated Balance~~As ~~Sheets~~a “smaller reporting company”, we are not required to provide the information required by this Item.

	February 28, 2018 $			February 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
LIABILITIES
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
Issued and outstanding Preferred shares
Series B – 2,000,000		200			200
Series C – 995,600 and 998,000 respectively		100			100
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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(The ~~accompanying~~ ~~notes~~following ~~are~~discussion anshould ~~integral~~be ~~part~~read ofin ~~these~~conjunction with our audited financial statements) and the related notes for the years ended February 28, 2019 and February 28, 2018 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors".

~~F-2~~Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~PHOENIX LIFE~~Sales ~~SCIENCES~~Revenue ~~INTERNATIONAL~~for ~~LIMITED~~the year ended February 28, 2019 and 2018 was $0.

~~Consolidated Statements~~Product ofdevelopment ~~Operations~~expense for the year ended February 28, 2019 and 2018 was $0.

	For the years ended
		February 28,		February 28
		2018		2017
		$		$
Revenues		—		—
Cost of sales		—		—
Gross Profit		—		—
Operating expenses
Product development expense		—		—
Sales and marketing expenses		—		—
Operations expense		—		—
General and administrative		458		4,006
Professional fees		—		31,805
Lease operating expenses		—		—
Total operating expenses		458		35,811
Loss before other expenses		(458	)	(35,811	)
Other income (expense)
Interest Income		—		—
Interest Expense		(83,064	)	(136,775	)
Loss on impairment of Inventory		—		—
Amortization of Discount on convertible notes payable		—		(2,435	)
Gain (loss) on derivative liability		6,932		(79,689	)
Gain (loss) on debt		—		—
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		(2.46	)	(8.63	)
Income (loss) from discontinued operations		0.00		0.00
Basic and diluted loss per common share		(2.46	)	(8.63
Weighted average shares outstanding – basic and diluted		31,118		29,509

Sales and marketing expenses for the year ended February 28 2019 and 2018 were $124,258 and $0, respectively. Sales and marketing expenses represent costs of the selling team, infrastructure and promotion of the business.

~~(The accompanying~~Operations ~~notes~~expenses ~~are~~for anthe ~~integral~~year ~~part~~ended ofFebruary ~~these~~28, ~~financial~~2019 ~~statements)~~and 2018 were $405,500 and $0, respectively. Operations expenses include wages and salaries paid to Vanuatuan employees.

~~F-3~~General and administrative expenses for the year ended February 28, 2019 and 2018 were $4,980 and $458, respectively. General and administrative expenses generally include costs for running our administrative office.

~~PHOENIX LIFE~~Consulting ~~SCIENCES~~fees ~~INTERNATIONAL~~for ~~LIMITED~~the year ended February 28, 2019 and 2018 were $2,196,341 and $0, respectively. For 2019 it included non-cash consulting fees of $2,050,508 for contractors and staff that worked on a consulting basis paid with stock in lieu of cash payments.

~~Consolidated Statements~~Professional fees for the year ended February 28, 2019 and 2018 were $207,348 and $0, respectively. Professional fees consist of ~~Changes~~cost inof ~~Stockholders’~~financing, ~~Deficiency~~legal, accounting, consulting and advisory services.

											Accumulated
	Stock					Stock		Additional			deficit during the
	Shares			Par value		subscriptions receivable		paid-in capital			development stage			Total
Common Stock		#			$		$		$			$			$
Balance Common Stock February 29, 2016		25,845			26		—		17,705,279			(18,819,039	)		(1,113,734	)
Balance Preferred February 29, 2016		2,998,000			300				(302	)					(2	)
GRAND TOTAL					326		—		17,704,977			(18,819,039	)		(1,113,736	)
Common Stock
Conversion of 2,400 preferred shares – Series C to 2,400 ordinary shares		2,400			2				(2	)					—
Issuance of common stock for warrant conversion		2,822			3				5,867						5,867
Net loss for year												(254,710	)		(254,710	)
Balance Common Stock February 28, 2017		31,067			31				17,711,144			(19,073,749	)		(1,362,574	)
Preferred Stock
Conversion of 2,000 preferred shares – Series C to 2,000 ordinary shares		(2,400	)						—						—
Balance Preferred Stock February 28, 2017		2,995,600			300				(302	)					(2	)
TOTAL – February 28, 2017					331				17,710,842			(19,073,749	)		(1,362,576	)
Common Stock
Issuance of common stock for warrant conversion		3,104			3				74,493						74,496
Net loss for year												(76,590	)		(76,590	)
Balance Common Stock February 28, 2018		34,171			34				17,785,637			(19,150,339	)		(1,364,670	)
Balance Preferred Stock February 28, 2018		2,995,600			300				(302	)					(2	)
TOTAL – February 28, 2018					334				17,785,335			(19,150,339	)		(1,364,672	)

~~(The accompanying~~Lease ~~notes~~operating ~~are~~expenses anfor ~~integral~~the ~~part~~year ofended ~~these~~February ~~financial~~28, ~~statements)~~2019 and 2018 were $28,357 and $0, respectively.

~~F-4~~Other income and expense for the year ended February 29, 2019, and 2018 totaled net expenses of $54,800 and $76,132, respectively. For the current year interest expense of $49,442 and loss on currency conversion of $6,335 were the primary expenses whereas in the previous year interest expense was $83,064.

~~PHOENIX LIFE~~Net ~~SCIENCES~~loss ~~INTERNATIONAL~~for ~~LIMITED~~ the year ended February 28, 2019, totaled $3,117,192 whereas 2018 loss was $76,590. The increased loss is due to costs associated with operational expenses and initial costs in what is effectively a start-up operation.

~~Consolidated Statements~~We have not attained profitable operations and are dependent upon the commencement of ~~Cash~~the ~~Flows~~sale of our products and obtaining financing to increase the production and development of our products. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

	For the years ended
	February 28,			February 28,
	2018			2017
	$			$
Operating Activities
Net loss		(76,590	)		(254,710	)
Loss from discontinued operations
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 receivable		—			—
Prepaid expenses and deposits		—			—
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
Due to related parties		—			—
Net Cash Provided By (used for) Financing Activities - continuing operations		—			—
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

Liquidity and Capital Resources

~~F-5~~At February 28, 2019, we had a cash balance of $201,988 compared with $697 at February 28, 2018. The increase in cash is attributable to cash raised from investors.

~~PHOENIX LIFE~~Our ~~SCIENCES~~cash ~~INTERNATIONAL~~on ~~LIMITED~~hand is insufficient for continued operations and will have to seek out additional funding to meet our inventory and operational needs. We are currently seeking financing opportunities in the form of equity and/or debt financing to support our operational goals.

~~Consolidated Statements~~Cash offlow ~~Cash~~from ~~Flows~~Operating Activities. During the year ended February 28, 2019, we used $860,030 for operating activities.

~~(Continued~~ Cash flow from ~~previous~~Investing ~~page)~~Activities. During the year ended February 28, 2019, we received $0 from investing activities.

Supplemental disclosures
Interest paid	—		—
Income tax paid		—		15,789
Non-cash issuance of stock for consulting agreements		—		—
Non-cash issuance of stock for license agreement, related party		—		—
Non-cash issuance of stock for distribution agreement		—		—
Non-cash issuance of stock for prepaid expenses		—		—
Non-cash issuance of stock for conversion of debt		74,496		5,870
Non-cash issuance of debt for inventory		—		—

Cash flow from Financing Activities. During the year ended February 28, 2019, we received a net amount of $1,061,321 from financing activities, primarily from proceeds from sale of common shares.

~~(The accompanying~~Going ~~notes are an integral part of these financial statements)~~Concern

~~F-6~~We have not attained profitable operations and are dependent upon the commencement of the sale of our products and obtaining financing to increase the production and development of our products. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

1.Future ~~Nature of Operations and Continuance of Business~~Financings

~~The company~~We ~~was~~will ~~incorporated~~continue into ~~the~~rely ~~State of Nevada~~ on ~~April~~equity ~~21,~~sales ~~2009 under the name Mokita Exploration, Ltd. (the “Company”). On February 27, 2014, there was a change~~ of ~~control~~our ofcommon ~~the~~shares ~~Company.~~in Onorder ~~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~~continue ~~Holdings Inc. A Certificate of Amendment~~ to ~~effect~~fund ~~the~~our ~~change~~business ~~of name was filed and became effective with the Nevada Secretary of State on March 4, 2014~~operations. A ~~Certificate~~Issuances of ~~Correction~~additional ~~was~~shares ~~subsequently~~will ~~filed~~result ~~with~~in ~~the~~dilution ~~Nevada Secretary of State on March 6, 2014~~ to ~~correct~~existing ~~a spelling error in the Company’s new name~~stockholders. ~~These~~There ~~amendments~~is ~~have~~no ~~been~~assurance ~~reviewed~~that bywe ~~FINRA~~will ~~and~~achieve ~~were~~any ~~approved~~additional ~~for~~sales ~~filing with an effective date~~ of ~~March 12, 2014. The name change became effective with~~ the ~~Over-the-Counter~~equity ~~Bulletin~~securities ~~Board~~or atarrange ~~the~~for ~~opening~~debt ofor ~~trading~~other onfinancing ~~March 12,~~to ~~2014~~fund ~~under~~planned ~~our~~acquisitions ~~new~~and ~~ticker~~exploration ~~symbol “MJMD”~~activities.

~~On March~~Off-Balance 8,Sheet 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.Arrangements

~~In May~~We ~~2018~~have ~~the~~no ~~Company~~significant ~~again~~off-balance ~~changed~~sheet ~~its~~arrangements ~~name~~that tohave ~~Phoenix~~or ~~Life~~are ~~Sciences~~reasonably ~~International~~likely ~~Limited.~~to Ahave ~~Certificate~~a ofcurrent ~~Amendment~~or tofuture effect ~~the~~ ~~change~~on ofour ~~name~~financial ~~was~~condition, ~~filed~~changes ~~and~~in ~~became~~financial ~~effective~~condition, ~~with~~revenues ~~the~~or ~~Nevada~~expenses, ~~Secretary~~results of ~~State~~operations, ~~on May 31~~liquidity, ~~2018.~~capital ~~The~~expenditures ~~name~~or ~~change~~capital ~~was~~resources ~~accepted by~~that ~~FINRA~~are ~~and~~material ~~became~~to ~~effective with the Over-the- Counter Bulletin Board on November 2, 2018 with the trading symbol “PLSI”~~stockholders.

~~On February~~Critical ~~27,~~Accounting ~~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.~~Policies

~~On January~~Our 5,financial ~~2015,~~statements ~~the~~and ~~Company~~accompanying ~~underwent~~notes have been prepared in accordance with United States generally accepted accounting principles applied on a ~~change~~consistent basis. The preparation of financial statements in ~~control~~conformity ~~following~~with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~issuance~~reported amounts of ~~276~~assets and liabilities,~~000,000~~ ~~common~~the ~~shares~~disclosure toof ~~Phoenix~~contingent ~~Bio Pharmaceuticals~~assets ~~Corporation~~and ~~pursuant~~liabilities toat athe ~~license~~date ~~agreement.~~of Onthe ~~November~~financial 4,statements ~~2015,~~and ~~these~~the ~~shares~~reported ~~were~~amounts ~~exchanged~~of ~~for~~revenues ~~2,000,000~~and ~~Series B~~expenses ~~Preferred~~during ~~Shares~~the reporting periods.

~~The business~~We ~~was~~regularly ~~then~~evaluate ~~changed~~the toaccounting ~~only~~policies ~~focus~~and onestimates ~~Cannabidiol~~that ~~(CBD)~~we ~~products~~use to prepare our financial statements. ~~CBD~~A iscomplete asummary ~~non-psychotropic~~of ~~cannabinoid~~these ~~that~~policies is ~~not~~included ~~restricted as~~in ~~part~~the ofnotes ~~the~~to ~~U.S.~~our ~~Controlled~~financial ~~Substances~~statements. ~~Act~~In ~~(CSA)~~general, asmanagement's ~~defined~~estimates ~~under~~are ~~the~~based ~~2014~~on ~~U.S~~historical ~~Farming~~experience, ~~Bill~~on toinformation befrom ~~derivatives~~third ofparty ~~the~~professionals, ~~Industrial Hemp~~and ~~plant~~on various other assumptions that ~~contains~~are ~~less~~believed ~~than~~to ~~0.3%~~be ~~tetrahydrocannabinol~~reasonable ~~(THC)~~under the facts and circumstances. ~~The~~Actual ~~company~~results ~~may~~could ~~contract~~differ ~~out~~from ~~the~~those ~~manufacturing~~estimates ofmade ~~the~~by ~~products~~management..

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.23

~~Going Concern~~Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~These financial~~A ~~statements~~significant ~~have~~item ~~been prepared on a going concern basis, which implies~~ that ~~the~~requires ~~Company~~management's ~~will~~estimates ~~continue to realize its assets~~ and ~~discharge~~assumptions ~~its~~is ~~liabilities in~~ the ~~normal~~estimate ~~course~~ of ~~business.~~proved ~~The~~oil ~~Company’s~~reserves ~~total~~which ~~operating~~are ~~expenditure~~used ~~plan~~in ~~for~~ the ~~following~~calculation ~~twelve~~of ~~months~~depletion, ~~will~~impairment ~~require significant cash resources to meet the goals~~ of its ~~business~~properties ~~plan.~~and ~~The~~asset ~~continuation~~retirement ~~of the~~obligations. ~~Company~~Other asitems asubject ~~going~~to ~~concern~~estimates isand ~~dependent~~assumptions ~~upon~~include the ~~continued~~carrying ~~financial~~amount ~~support~~of ~~from its management~~property, ~~and~~plant ~~its ability to identify future investment opportunities~~ and ~~obtain~~equipment, ~~the~~valuation ~~necessary~~allowances ~~debt~~for orincome ~~equity financing~~taxes, ~~and~~valuation 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~~derivatives ~~amounts~~instruments and ~~classification~~accrued of liabilities, ~~that~~among ~~might~~others. beAlthough ~~necessary~~management ~~should~~believes ~~the~~these ~~Company~~estimates beare ~~unable~~reasonable, toactual ~~continue~~results ascould adiffer ~~going~~from ~~concern~~these estimates.

2Stock-based Compensation. ~~Summary~~The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of ~~Significant~~equity ~~Accounting~~instruments ~~Policies~~are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~Basis of~~Revenue ~~Presentation~~Recognition. - The ~~financial~~Company ~~statements~~adopted ofASC 606 using the ~~Company~~modified ~~have~~retrospective ~~been~~method ~~prepared~~applied into ~~accordance~~all ~~with~~contracts ~~accounting~~not ~~principles~~completed ~~generally accepted~~as inof ~~the~~January ~~United~~1, ~~States~~2018. ~~(“US~~Results ~~GAAP”)~~for ~~and~~reporting periods beginning after January 1, 2018 are ~~expressed~~presented under ASC 606 while prior period amounts continue to be reported in ~~U.S.~~accordance ~~dollars~~with legacy GAAP. The ~~Company’s~~adoption ~~fiscal~~of ~~year~~ASC ~~end~~606 ~~is February~~did 28not orresult 29in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

~~Basis of~~Recent ~~Consolidation~~Accounting –Pronouncements ~~The consolidated financial statements include the accounts of Phoenix Life Sciences International Limited. All significant intercompany balances and transactions have been eliminated in consolidation.~~

~~F-7~~The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Use of~~Contractual Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.Obligations

~~Other items~~As ~~subject~~a to“smaller ~~estimates~~reporting ~~and assumptions include the carrying amount of valuation of derivatives instruments and accrued liabilities~~company”, ~~among~~ ~~others.~~we ~~Although management believes these estimates~~ are ~~reasonable,~~not ~~actual~~required ~~results~~to ~~could~~provide ~~differ~~tabular ~~from~~disclosure ~~these estimates~~obligations.

~~Cash and~~Item ~~cash equivalents - The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents~~7A. AtQuantitative ~~February 28, 2018~~ and ~~February~~Qualitative ~~28,~~Disclosures ~~2015,~~About ~~the~~Market ~~Company did not hold any cash equivalents.~~Risk

~~Accounts receivable~~As -a ~~Accounts~~“smaller ~~receivable~~reporting ~~consists~~company”, ofwe ~~trade~~are ~~accounts~~not ~~arising~~required into ~~the~~provide ~~normal course of business. No interest is charged on past due accounts. Accounts receivable are carried at~~ the ~~original~~information ~~invoice~~required ~~amount~~by ~~less~~this ~~a reserve for doubtful receivables based on a review of all outstanding amounts on a monthly basis~~Item.

~~Basic and~~Item ~~Diluted Net Loss per Share - The Company computes net loss per share in accordance with ASC 260, Earnings per Share~~8. ~~ASC~~ ~~260~~Financial ~~requires~~Statements ~~presentation of both basic~~ and ~~diluted~~Supplementary earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At February 28, 2018 the Company had no outstanding stock options. At February 28, 2018 and February 28, 2016, the Company had did not have potentially dilutive shares outstanding.Data

Financial Instruments - Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:24

~~Level 1~~PHOENIX -LIFE ~~Level~~SCIENCES 1INTERNATIONAL ~~applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~LIMITED

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (~~less~~A ~~active~~Development ~~markets);~~Stage ~~or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.~~Company)

~~Level 3~~Financial ~~- Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~Statements

~~The Company’s~~For ~~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~~Year ~~value~~Ended ofFebruary ~~financial assets are determined based on “Level 1” inputs~~28, 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.2019

F-8

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Stockholders’ Deficiency	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-6

~~Derivative Financial Instruments - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.~~25

Phoenix Life Sciences Internal Limited Report of Indep_.jpg

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.F-1

~~Bifurcated embedded~~PHOENIX ~~derivatives~~LIFE ~~are~~SCIENCES ~~initially~~INTERNATIONAL 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.LIMITED

~~The discount~~Consolidated ~~from~~Balance 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.Sheets

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.

	February 28, 2019 $	February 28, 2018 $
ASSETS

Cash	201,988	697
Notes receivable, related party	-	235,752
Prepayments	2,169,269	-

Total Current Assets	2,371,257	236,449

Intellectual Property	8,766,356	-
Land deposit	299,000	-

Total Assets	11,436,613	236,449

LIABILITIES

Current Liabilities

Accounts payable and accrued liabilities	385,011	518,310
Pending cash settlements	500,000	-
Loan payable to Gauntlet	100,000	-
Other loans	36,172	-
Due to related parties	327,042	277,219

Current Liabilities	1,348,225	795,529

Convertible notes payable, net	-	415,581
Derivative liability, Typenex note	-	390,009

Total Liabilities	1,348,225	1,601,119

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT

Preferred Stock
Issued and outstanding preferred shares
Series B - 0 and 2,000,000 preferred shares respectively	-	200
Series C – 0 and 995,600 preferred shares respectively	-	100
Common Stock Authorized: 990,000,000 common shares, par value of $0.001 per share Issued and outstanding: 10,084,582* and 34,171 common shares, respectively

	10,085	34
Additional paid-in capital	34,100,397	17,785,335
Accumulated deficit during the development stage	(24,022,094)	(19,150,339)

Total Stockholders’ Equity (Deficit)	10,088,388	(1,364,670)

Total Liabilities and Stockholders’ Equity	11,436,613	236,449

~~Comprehensive Loss~~* -Following ~~ASC~~the ~~220,~~Company’s ~~Comprehensive~~determination ~~Income~~that 22,500,000 ~~establishes~~shares ~~standards~~issued ~~for~~to ~~the~~GHI ~~reporting~~Trustees ~~and~~Pty ~~display~~Ltd ofATF ~~comprehensive~~The ~~loss~~Global Health Trust were fraudulently issued and ~~its~~ ~~components~~subsequently incancelled by the ~~financial~~Board ~~statements.~~of AsDirectors aton ~~February~~August 2823, ~~2018~~2019, ~~and~~it ~~2016,~~has ~~the~~been ~~Company~~determined ~~has~~by nothe ~~items~~Board of Directors that, ~~represent~~as athese ~~comprehensive loss~~shares ~~and,~~were ~~therefore~~erroneously issued in October 2018, ~~has~~they ~~not~~should ~~included~~be aremoved ~~schedule~~from ofstated ~~comprehensive~~results ~~loss~~as inat February 28, 2019, notwithstanding that the ~~financial~~actual ~~statements~~cancellation was effected on August 23, 2019.

~~Stock-based Compensation -~~ (The ~~Company~~accompanying ~~records~~notes ~~stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services~~ are ~~the~~ ~~consideration~~an ~~received~~integral ~~for~~part ~~the issuance~~ of ~~equity~~these ~~instruments~~financial ~~are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.~~statements)

~~The fair value of each share based payment is estimated on the measurement date using the Black~~F-~~Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:~~2

~~Risk-Free Interest~~PHOENIX ~~Rate.~~LIFE WeSCIENCES ~~utilized~~INTERNATIONAL ~~the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.~~LIMITED

~~Expected Volatility.~~Consolidated WeStatements ~~calculate the expected volatility based on a volatility index~~ of ~~peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.~~Operations

Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

	For the years ended
	February 28,	February 28,
	2019	2018
	$	$
Revenues	-	-
Cost of sales	-	-
Gross Profit	-	-

Operating expenses
Sales and marketing expenses	124,258	-
Operations expense	501,108	-
General and administrative	4,980	458
Consulting fees (includes non-cash consulting fees of $2,050,508)	2,196,341	-
Professional fees	207,348	-
Lease operating expenses	28,357	-

Total operating expenses	3,062,392	458

Loss before other expenses	(3,062,392)	(458)

Other income (expense)
Interest income	3	-
Miscellaneous income	974	-
Interest Expense	(49,442)	(83,064)
(Loss) on currency conversion	(6,335)	-
Gain on derivative liability	-	6,932

Total other expense	(54,800)	(76,132)

Net loss	(3,117,192)	(76,590)

Basic and diluted loss per common share
Income (loss) from continuing operations	(0.27)	(2.46)
Basic and diluted loss per common share	(0.27)	(2.46)

Weighted average shares outstanding – basic and diluted	11,630,774	31,118

~~Expected Term.~~ (The ~~expected~~accompanying ~~term~~notes ~~of options granted represents the period of time that options~~ are ~~expected~~an tointegral bepart ~~outstanding. We estimated the expected term~~ of ~~stock~~these ~~options~~financial ~~by using the simplified method. For warrants, the expected term represents the actual term of the warrant.~~statements)

Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catchF-~~up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.~~3

~~F-9~~PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

~~Revenue Recognition~~Consolidated –Statements ~~The~~of ~~Company~~Changes ~~recognizes revenue~~ in ~~accordance~~Stockholders’ with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of an arrangement exists and delivery has occurred, provided the sale is fixed or determinable and collection is probable. The Company assesses whether the sale is fixed and determinable based on the payment terms associated with the transaction. If a sale is based upon a variable such as acceptance by the customer, the Company accounts for the sale as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable.Deficiency

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.

	Stock		Stock subscriptions receivable	Additional paid-in capital	Accumulated deficit during the development stage	Total
	Shares	Par value	Stock subscriptions receivable	Additional paid-in capital		Total
	#	$	$	$	$	$

Balance – February 28, 2017		331	-	17,710,842	(19,073,749)	(1,362,576)
Common Stock
Issuance of common stock for warrant conversion	3,104	3	-	74,493	-	74,496
Net loss for year	-	-	-	-	(76,590)	(76,590)
Balance Common Stock – February 28, 2018	34,171	34	-	17,785,637	(19,150,339)	(1,364,668)
Balance Preferred Stock – February 28, 2018	2,995,600	300	-	(302)	-	(2)
TOTAL – February 28, 2018		334	-	17,785,335	(19,150,339)	(1,364,670)
Issuance of common stock from note payable	900	1	-	5,282	-	5,283
Issuance of common stock for true up of shares	12,500	13	-	131,237	-	131,250
Issuance of common stock from merger	29,992,192	29,992	-	10,828,529	(1,754,563)	9,103,958
Issuance of common stock for services	195,000	195	-	487,500	-	487,695
Issuance of common stock for services and settlement	575,583	576	-	721,924	-	722,500
Issuance of common stock for services and settlement	229,600	229	-	457,470	-	457,699
Issuance of common stock for services and settlement	675,028	675	-	1,944,025	-	1,944,700
Issuance of common stock for settlement and in exchange of Series C Preferred Shares	500,600	501	-	500,099	-	500,600
Issuance of common stock for services and settlement	53,080	53	-	88,547	-	88,600
Issuance of common stock for services and settlement	315,928	316	-	1,150,147	-	1,150,463
Cancellation of erroneously issued shares	(22,500,000)	(22,500)	-	-	-	(22,500)
Net loss for year	-	-	-	-	(3,117,192)	(3,117,192)
Balance Common Stock – February 28, 2019	10,084,582	10,085	-	34,100,397	(24,022,094)	10,088,388
Preferred Stock
Cancellation of Series B	(2,000,000)	(200)	-	200	-	-
Cancellation of Series C	(995,600)	(100)	-	102	-	2
Balance Preferred Stock – February 28, 2019	-	-	-	-	-	-
TOTAL – February 28, 2019	10,084,582	10,085	-	34,100,397	(24,022,094)	10,088,388

~~Shipping and~~(The ~~Handling~~accompanying ~~costs—~~notes ~~shipping and handling costs~~ are ~~included~~an inintegral ~~cost~~part of ~~sales~~these infinancial ~~the Statements of Operations.~~statements)

~~Recent Accounting Pronouncements~~ F- The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations4

~~Reclassifications -~~PHOENIX ~~Certain~~LIFE ~~amounts~~SCIENCES inINTERNATIONAL the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity.LIMITED

3.Consolidated ~~Variable~~Statements ~~Interest~~of ~~Entity~~Cash Flows

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates “a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE”)” unless any one of four conditions exist:

	For the years ended
	February 28,
	2019	2018
	$	$
Operating Activities
Net loss	(3,117,192)	(76,590)

Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense on convertible notes payable	49,442	83,064
Non-cash (gain) on derivative liability	-	(81,428)
Debt conversion	5,283	74,496
Non-cash expenses of services & settlements	4,008,403	-

Changes in operating assets and liabilities:
Deposit on Land	(299,000)	-
Prepaid expense	(1,975,519)	-
Accounts payable and accruals	468,552	-
Net Cash (used for) operating activities - current operations	(860,030)	(458)

Investing Activities
	-	-
Net Cash provided by (used for) Investing Activities - continuing operations	-	-

Financing Activities
Other loans	41,730	-
Proceeds from issuance of common shares	1,019,591	-
Net Cash provided by Financing Activities - continuing operations	1,061,321	-
Increase (Decrease) in Cash - continuing operations	201,291	(458)
Cash – Beginning of Period - continuing operations	697	1,155
Cash – End of Period – continuing operations	201,988	697

Supplemental disclosures
Interest paid	-	-
Income tax paid	-	-
Non-cash issuance of stock for consulting agreement	2,196,341	-
Non-cash issuance of stock for prepaid expenses	500,000	-

- (The ~~reporting~~accompanying ~~entity,~~notes ~~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~~an onintegral ~~behalf~~part of ~~the~~these ~~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.~~statements)

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.F-5

4.PHOENIX ~~Intangible~~LIFE ~~Assets~~SCIENCES INTERNATIONAL LIMITED

~~Effective September~~(A 1,Development ~~2014,~~Stage ~~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.)

~~F-10~~Financial Statements

5.For ~~Income~~the ~~Taxes~~Year Ended February 28, 2019

~~The deferred tax assets or liabilities represent the future tax benefits or cost of those differences~~1. ~~The~~Nature 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.~~Operations Asand ~~future~~Continuance ~~earnings are uncertain, the Company has provided a valuation allowance for the entire amount~~ of ~~the deferred tax asset.~~Business

The company was incorporated in the State of Nevada on April 21, 2009 under the name Mokita Exploration, Ltd. (the “Company”). isOn ~~required~~February to27, ~~evaluate~~2014, there was a change of control of the ~~tax~~Company. ~~positions~~On ~~taken~~February in28, 2014, the ~~course~~board of ~~preparing~~directors ~~its~~and ~~tax~~a ~~returns~~majority of holders of the Company’s voting securities approved a change of name of the Company to ~~determine~~MediJane ~~whether~~Holdings ~~tax~~Inc. ~~positions are~~A ~~“more~~Certificate ~~likely~~of ~~than~~Amendment ~~not”~~to effect the change of ~~being~~name ~~sustained~~was byfiled and became effective with the ~~applicable~~Nevada ~~tax~~Secretary ~~authority~~of ~~“More~~State ~~likely~~on ~~than~~March ~~not”~~4, ~~is defined~~2014. asA ~~greater~~Certificate ~~than~~of Correction was subsequently filed with the Nevada Secretary of State on March 6, 2014 to correct a ~~50%~~spelling ~~chance.~~error ~~The~~in the Company’s isnew ~~delinquent~~name. onThese ~~nearly~~amendments ~~all~~were approved by FINRA with an effective date of ~~its~~March ~~tax~~12, ~~filings~~2014. AsThe aname ~~result,~~change ~~there~~became ~~are~~effective ~~presently no~~with ~~uncertain~~the ~~tax~~OTC ~~position~~Markets ~~and~~at nothe ~~reserves~~opening ~~for~~of ~~uncertain~~trading ~~tax~~on ~~positions~~March 12, 2014 under our new ticker symbol "MJMD".

~~The Company~~On ~~has~~March ~~no unrecognized tax benefits at February 28~~8, ~~2018~~2017 ~~and~~the ~~February 28, 2016. The~~ Company’s ~~income~~filed ~~tax~~an ~~returns~~Amendment ~~are subject~~ to ~~examination~~its byArticles ~~federal~~of ~~and~~Incorporation ~~state~~(the ~~tax~~“Amendment”) ~~authorities.~~with ~~Due to~~ the ~~failure~~Secretary toof ~~file~~State ~~its~~of ~~tax returns, all prior tax years are open to examination~~Nevada. ~~The~~As ~~Company~~a ~~recognizes~~result ~~interest and penalties associated with uncertain tax positions as part~~ of the ~~income tax~~Amendment, ~~provision~~the ~~and~~Company ~~would~~changed ~~include~~its ~~accrued~~name ~~interest and penalties~~ with the ~~related~~State ~~tax~~of ~~liability~~Nevada infrom ~~the~~MediJane ~~balance~~Holdings, ~~sheet~~Inc. ~~There~~to ~~were no~~Stem ~~interest and penalties paid or accrued during the years ended February 28~~Bioscience, ~~2018 and February 28, 2017~~Inc.

6.In ~~License~~May ~~Agreement~~2018 -the Company again changed its name, to become Phoenix ~~Bio~~Life ~~Pharmaceuticals~~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, ~~Inc~~2018. The name change was accepted by FINRA and became effective with the OTC Markets Board on November 2, 2018 with the trading symbol “PLSI”.

~~On March~~In ~~14,~~September ~~2014~~2018, the Company ~~entered~~completed ~~into~~ a ~~License~~merger ~~Agreement~~and consolidation with Phoenix ~~Bio~~Life ~~Pharmaceuticals~~Sciences ~~Corporation~~International ~~(“Phoenix~~Limited ~~Bio Pharm”~~(Canada). ~~where~~As ~~Phoenix~~part ~~Bio~~of ~~Pharm~~the ~~has~~consolidation, ~~granted~~the ~~exclusive~~Series ~~rights~~B toPreferred ~~the~~Shares ~~Company~~owned ~~for~~by ~~North~~Phoenix ~~America~~Bio toPharmaceuticals ~~exploit~~that ~~all~~were ~~presently~~previously ~~owned and~~authorized ~~after-acquired~~to ~~intellectual~~be ~~property~~cancelled ~~rights~~were ~~and~~finally ~~know-how~~cancelled. of Phoenix ~~Bio~~Life ~~Pharm~~Sciences ~~for~~International ~~certain~~Limited ~~medical~~(Canada) ~~cannabinoid~~had ~~products~~entered ~~and delivery~~into ~~systems~~asset ~~for~~purchase ~~the~~agreements ~~treatment~~with ~~and~~Phoenix ~~management~~Life ofSciences ~~illnesses.~~Inc, ~~The~~Phoenix ~~term~~Bio ofPharmaceuticals ~~the~~Corporation, ~~License~~Phoenix ~~Agreement~~Pharms isCapital ~~Ten~~Corporation ~~(10)~~and ~~years.~~Phoenix InPharms ~~consideration of~~Inc ~~the~~to ~~acquired~~consolidate ~~license~~all assets, ~~the~~liabilities, ~~Company~~trade ~~issued~~secrets, 26knowhow,~~000~~ diagrams and business plans,~~000~~ ~~shares~~as ofwell ~~common~~as ~~stock~~all togovernment ~~Phoenix~~relationships ~~Bio~~and ~~Pharm,~~pending ~~valued~~contracts. atOther ~~$13,000,000~~than ~~based on~~as aspecifically ~~discounted~~negotiated ~~cash~~with ~~flow~~former ~~model~~employees, contractors and ~~the~~officers, ~~fair~~all ~~value~~shareholders ofwere ~~the~~provided ~~assets~~with ~~acquired~~a inshare ~~the~~exchange ~~license~~whereby ~~agreement.~~they ~~The~~received ~~Company~~one ~~will~~share ~~amortize~~ of the ~~cost~~Company offor ~~the~~one ~~License~~share ~~Agreement~~previously ~~over~~owned ~~the~~in ~~ten~~one ~~year~~of ~~life~~these Companies.

~~On January~~Pursuant ~~5, 2015, the Company entered into an additional license agreement with Phoenix Bio Pharmaceuticals Corporation~~ to ~~expand~~ the ~~territories~~Agreement ~~covered~~and ~~under~~Plan ~~its~~of ~~original~~Merger, ~~license agreement~~ dated ~~March~~as ~~14, 2014. Under the terms~~ of ~~the~~September ~~additional license agreement~~18, ~~the~~ ~~Company~~2018 ~~acquired~~as ~~the~~(The ~~marketing~~“Merger ~~rights~~Plan” ~~to distribute products developed~~ by ~~Phoenix Bio Pharmaceuticals Corporation in Australia~~ and ~~New~~between ~~Zealand~~Phoenix ~~for~~Life ~~ten~~Sciences ~~years.~~International InLimited, ~~exchange~~a ~~for~~Nevada ~~the~~Corporation ~~license,~~ (the “Company”) ~~issued~~and ~~250,000,000~~Phoenix ~~restricted~~Life ~~common~~Sciences ~~shares~~International ~~at $0.016 per common share~~Limited, ~~for~~a anCanadian ~~aggregate~~Corporation ~~value~~(“PLSI ~~of $4~~CA”),~~000,000.~~ ~~This~~the ~~amount~~Company ~~represents~~completed ~~33%~~its ~~over~~merger ~~the~~with ~~market~~PLSI ~~value~~CA, onwith the ~~date~~Company ofas ~~execution of~~ the ~~license~~surviving ~~agreement is $3,000,000~~entity.

On ~~July~~ 8September 18, ~~2015~~2018, the Company’s ~~agreed~~Board toof ~~enter~~Directors ~~into~~announced athe ~~new~~finalized ~~licensing~~consolidation ~~agreement~~activities ~~with~~of Phoenix ~~Bio~~Life ~~Pharmaceuticals~~Sciences ~~Corporation.~~International ~~This~~Limited ~~new agreement~~with ~~shall~~Stem ~~replace~~Biosciences, ~~the previous licensing agreements~~Inc., ~~The~~Blue ~~new~~Dragon ~~licensing agreement shall be non-exclusive~~Ventures, ~~CBD~~and ~~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~~MediJane ~~a license for the territory of North America~~Brand, ~~Australia~~ and ~~New~~that ~~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~~Company’s ~~and~~common ~~management~~stock ofwould ~~illnesses.~~trade ~~Products~~publicly ~~falling~~ under the ~~license~~symbol ~~will include the following CBD products: transdermal patches~~MJMD, ~~orally~~subsequently ~~administered~~on ~~extracts,~~November ~~concentrated extracts of vaporizers and inhalers~~2, ~~sublingual and~~2018 ~~buccal~~this ~~dispensing~~changed 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~~PLSI.

~~In addition~~Phoenix toLife Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the ~~new~~consolidation ~~licensing~~of ~~agreement,~~business onin ~~July~~2018. 8During that time, ~~2015~~affiliates of the Company ~~has~~provided certain working capital and covering of costs related to the consolidation. Subsequently the Company entered into ansubscription ~~exchange~~agreements ~~agreement~~ with ~~Phoenix~~certain ~~Bio~~affiliates ~~Pharm where~~and ~~all~~key ~~existing~~non-affiliate ~~common~~investors ~~shares~~to ~~held~~provide bya ~~Phoenix~~total ~~Bio~~of ~~Pharm~~approximately ~~(276,000,000)~~USD ~~are~~$2.1million ~~exchanged~~of financing. Shares of common stock issued for ~~2,000,000~~this ~~Series~~total Bfinancing ~~Preferred~~represent ~~Shares~~approximately 800, ~~par~~000 ~~value~~common $0stock shares.~~0001.~~ ~~These~~The ~~preferred~~key ~~shares~~non-affiliate ~~were~~investor ~~entitled~~who had previously entered into a subscription agreement to ~~100~~purchase ~~votes~~USD ~~for~~$20 ~~each~~million of shares at $10 per share ~~held,~~with ~~and~~Phoenix ~~convertible~~Life Sciences International Limited (Canada) has entered into ~~100~~an ~~common~~agreement ~~shares per~~to ~~preferred~~exchange ~~share~~the atsubscription ~~any~~for ~~time~~warrants to purchase Company common stock at ~~the~~a ~~discretion~~price of ~~the~~$10, ~~holder.~~with ~~These~~the ~~preferred~~purchases ~~shares~~to ~~were~~be ~~cancelled~~completed onby ~~September~~December 2231, ~~2018~~2019. This agreement is currently under negotiation to extend the timeframe

~~F-11~~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.

~~Subsequently as~~On ~~the~~September ~~Company~~22, ~~has~~2018, ~~failed to meet projected cash flows which underpin~~ the ~~valuation~~Company’s ~~model~~Board of ~~the~~Directors ~~License~~accepted ~~Agreement,~~ the ~~Company determined~~resignation ~~that the balance~~ of ~~License~~Russell ~~Agreement~~Stone ~~should~~from behis ~~impaired.~~position ~~Accordingly~~as 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~~Director.

~~7. Subsidiary Companies~~F-6

~~On March~~PHOENIX ~~17,~~LIFE ~~2014,~~SCIENCES ~~MediHoldings,~~INTERNATIONAL ~~Inc. (“MediHoldings”), a Colorado corporation, was formed as a wholly-owned subsidiary of the Company.~~LIMITED

~~On June 27, 2014, MediSales~~ (~~CA),~~A ~~Inc.~~Development ~~(“MediSales”),~~Stage ~~a California corporation, was formed as a wholly-owned subsidiary of the~~ Company.)

~~Both these~~Financial ~~subsidiaries as at February 28, 2018 had not traded and were inactive.~~Statements

8.For ~~Related~~the ~~Party~~Year ~~Transactions~~Ended February 28, 2019

~~Martin Tindall~~1. Nature of Operations and Continuance of Business (Continued)

~~Mr. Martin~~On ~~Tindall~~October 3, ~~assists~~2018, the ~~Company~~following ~~with~~persons ~~business~~were ~~development~~appointed ~~activities~~to ~~through~~ the ~~Advisory~~Board ~~Services~~of ~~Agreement~~Directors ~~with~~of ~~Kronos as discussed below. Mr. Tindall serves as~~ the ~~CEO~~Company: ofStephen ~~Kronos. Additionally~~Cornford, ~~Mr.~~Martin Tindall ~~has~~as ~~provided~~Chief ~~new~~Executive ~~product~~Officer, ~~development~~Janelle ~~services through~~Marsden aas ~~New~~Managing ~~Product~~Director ~~Development~~and ~~Agreement~~Geoffrey ~~with~~Boynton ~~Phoenix Pharms Capital Corporation,~~ as ~~discussed~~Chief ~~below.~~Financial MrOfficer. ~~Tindall~~Lewis ~~services as~~“Spike” ~~CFO~~Humer ~~and~~stepped adown ~~Director~~from ofhis ~~Phoenix~~executive ~~Pharms~~role ~~Capital~~but ~~Corporation.~~remains ~~Mr. Tindall also serves as~~ a ~~director of Phoenix Bio Pharmaceuticals Inc~~Director.

~~Kronos International~~On ~~Investments~~July ~~Ltd~~11, 2019, the Board of Directors confirmed that Martin Tindall had been placed on indefinite, unpaid suspension from his position as Chief Executive Officer and removed any and all authorities given to him by the Company. ~~(“Kronos”)~~Concurrently, the Company’s Board of Directors appointed Janelle Marsden, to the role of Interim Chief Executive Officer.

~~Sublease Agreement:~~On ~~Effective~~August ~~March 1~~27, ~~2014~~2019, the ~~Company~~Board ~~entered~~of ~~into~~Directors apermanently ~~Sublease~~removed ~~Agreement with Kronos for a four (4) year term. Kronos’s CEO,~~ Martin Tindall ~~also~~from ~~provides~~his ~~advisory~~role ~~services~~as toChief ~~the~~Executive ~~Company~~Officer. The monthly sublease rent is $2,500 per month. During the year ended February 29, 2016, the Company paid Kronos $7,500 in rent expense, and had previously paid security deposit of $1,250. In June 2015, the sublease was cancelled and the security deposit of $1,250 was offset against amounts owed to Kronos for advisory service fees. No payments were made to Kronos for the years March 1, 2016 to February 28, 2018.

~~Advisory Services:~~Going Effective March 1, 2014, the Company engaged Kronos to provide Advisory Services for a monthly retainer fee of $10,000 per month. The advisory services include and are not limited to accounting and corporate compliance, business development and strategic planning services, corporate advisory and operational oversight. For the year March 1, 2015 and February 29, 2016, expenses related to the Advisory Services were $120,000. There were no payments made during the years March 1, 2016 to February 28, 2018.Concern

~~Phoenix Bio~~These ~~Pharmaceuticals~~financial statements have been prepared on a going concern basis, ~~Inc~~which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. ~~(“Phoenix~~The ~~Bio~~Company’s ~~Pharm”)~~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.

~~Inventory Procurement:~~2. ~~Between~~Summary ~~March 1, 2014 and February 28, 2015, the Company has advanced Phoenix Bio Pharm $197,860 for the purchase~~ of ~~inventory.~~Significant ~~There~~Accounting ~~were no further advancements to Phoenix Bio Pharm in the three years from March 1, 2015 to February 28, 2018.~~Policies

~~Product Development~~Basis -of ~~Between~~Presentation ~~March~~- 1,The ~~2014~~financial ~~and~~statements ~~February~~of ~~28, 2015,~~ the Company ~~has~~have ~~recorded~~been ~~product~~prepared ~~development~~in ~~expenses~~accordance ~~paid~~with toaccounting ~~Phoenix Bio~~principles ~~Pharm~~generally ~~totaling~~accepted ~~$15,000.~~in ~~There~~the ~~were~~United noStates ~~development~~(“US ~~expenses~~GAAP”) ~~paid~~and toare ~~Phoenix~~expressed ~~Bio Pharm~~ in ~~the~~U.S. ~~three~~dollars. ~~years~~The ~~from~~Company’s ~~March~~fiscal 1,year ~~2015 to~~end is February 28, ~~2018~~or 29.

~~Phoenix Pharms~~Basis ~~Capital~~of ~~Corporation~~Consolidation (“– The consolidated financial statements include the accounts of Phoenix ~~Pharms”)~~Life Sciences International Limited. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Related Party~~Use ~~Loan:~~of OnEstimates ~~September~~- ~~18,~~The ~~2014,~~preparation ~~the~~of ~~Company~~financial ~~advanced~~statements ~~Phoenix~~in ~~Pharms~~conformity awith ~~total~~US ofGAAP ~~$85,000~~requires asmanagement ato ~~short~~make ~~term~~estimates ~~loan.~~and ~~The~~assumptions ~~loan~~that ~~bears a~~affect ~~simple~~the ~~interest~~reported ~~rate~~amounts of 8%assets and ~~was~~liabilities ~~due~~and disclosure of contingent assets and ~~payable~~liabilities onat ~~November~~the ~~30,~~date ~~2014.~~of Asthe financial statements and the reported amounts of ~~February~~revenues ~~28,~~and ~~2015,~~expenses during the reporting period. The Company ~~has~~regularly ~~received~~evaluates ~~principal payments~~estimates ~~totaling~~and ~~$26,425~~assumptions ~~including~~related ~~cash~~to ~~payment~~the ofdeferred ~~$15,900,~~income ~~and~~tax ~~expense~~asset ~~offset~~valuation ~~$10,525~~allowances. AsThe ofCompany ~~February~~bases ~~28,~~its ~~2015,~~estimates ~~accrued~~and ~~interest~~ assumptions on ~~this~~current ~~loan~~facts, ishistorical ~~$2,687.~~experience Asand ofvarious ~~February~~other ~~28,~~factors ~~2015~~that it believes to be reasonable under the circumstances, the ~~outstanding~~results ~~balance~~of ~~due~~which form the ~~Company~~basis onfor ~~this~~making ~~related~~judgments ~~party~~about ~~loan~~the iscarrying ~~$61,262. As~~values atof ~~February~~assets ~~29,~~and ~~2016~~liabilities and the ~~outstanding~~accrual ~~balance~~of ~~due~~costs toand ~~the~~expenses ~~Company~~that onare ~~this~~not ~~related~~readily ~~party~~apparent ~~loan~~from ~~was~~other ~~$52,492~~sources. AsThe atactual ~~February~~results ~~28, 2018~~experienced ~~and~~by ~~2017~~ the ~~outstanding~~Company ~~balance~~may ~~due~~differ tomaterially and adversely from the Company’s onestimates. ~~this~~To ~~related~~the ~~party~~extent ~~loan~~there ~~was~~are ~~$39~~material differences between the estimates and the actual results,~~892~~ future results of operations will be affected.

~~F-12~~Other items subject to estimates and assumptions include accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.

~~Russell Stone:~~Cash ~~Mr.~~and ~~Russell~~cash ~~Stone,~~equivalents - The Company considers all highly liquid instruments with a ~~Director~~maturity of ~~the~~three ~~Company,~~months ~~holds~~or ~~approximately~~less ~~14%~~at the time of ~~the~~issuance ~~outstanding~~to ~~common~~be ~~shares~~cash ofequivalents. ~~Phoenix~~At ~~Pharms Capital~~February ~~Corporation~~28, ~~indirectly~~2019 ~~through~~and aFebruary ~~trust~~28, 2018, the Company did not hold any cash equivalents.

~~Lewis “Spike”~~Accounts ~~Humer:~~receivable - Accounts receivable consists of trade accounts arising in the normal course of business. No interest is charged on past due accounts. Accounts receivable are carried at the original invoice amount less a reserve for doubtful receivables based on a review of all outstanding amounts on a monthly basis.

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.F-7

9.PHOENIX ~~Common~~LIFE ~~Stock~~SCIENCES INTERNATIONAL LIMITED

~~The Company~~(A ~~has~~Development ~~authorized~~Stage ~~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.~~Company)

~~On February~~Financial ~~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.~~Statements

~~As at~~For ~~February~~the ~~28,~~Year ~~2018~~Ended ~~there~~February ~~were 34~~28,~~171~~ ~~common shares on issue.~~2019

102. ~~Preferred~~Summary ~~Stock~~of Significant Accounting Policies (Continued)

~~On July~~Intellectual 8Property – Intellectual Property consists of trade secrets, ~~2015~~know how, ~~the~~concepts ~~Company~~to ~~approved~~be patented for the creation of ~~four~~a ~~classes~~series of ~~preferred~~formulations, ~~stock.~~specific genetic plant selection, delivery systems designed by botanists, biologists, chemical and industrial engineers for the purposes of maximizing the efficacy of medical cannabis for the targeted treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a series of generic medical cannabis products for doctor prescription

-Prepaid ~~Series~~Assets A– ~~preferred~~Prepayments ~~stock,~~are ~~par~~composed ~~value~~of ~~$0.0001~~share ~~par~~payments ~~value,~~given ~~shall~~to ~~have~~contractors ~~2,000,000~~and ~~authorized~~consultants ~~shares.~~for ~~These~~the ~~preferred~~provision ~~shares~~of ~~are~~services ~~not~~over ~~entitled~~an toagreed ~~any~~period ~~voting~~that ~~rights~~extends ~~and~~beyond ~~are~~February ~~convertible~~28, ~~into common shares at the rate of $1~~2019.00 ~~per~~Share ~~common~~payments ~~share~~are atexpensed ~~any~~over ~~time at~~ the ~~discretion~~term of the ~~holder~~contract ~~Series~~on Aa ~~preferred~~straight ~~shares~~line ~~rank senior to common shares and Series B preferred shares with respect to the right to receive dividends~~basis.

-Other ~~Series~~Loans B– ~~preferred~~Other ~~stock,~~Loans ~~par~~refer ~~value~~to ~~$0.0001~~a ~~par~~shareholder ~~value,~~loan ~~shall~~made ~~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~~company ofwho ~~the~~is ~~holder.~~not ~~Series~~a Brelated ~~preferred shares are senior to common shares~~party.

-Basic ~~Series~~and CDiluted ~~preferred~~Net ~~shares,~~Loss ~~par~~per ~~value~~Share ~~$0.0001~~- ~~par~~The ~~value,~~Company ~~shall~~computes ~~have~~net ~~2,000,000~~loss ~~authorized~~per ~~shares.~~share ~~These~~in ~~preferred~~accordance ~~shares~~with ~~are~~ASC ~~not~~260, Earnings ~~entitled~~per toShare. ~~any~~ASC ~~voting~~260 ~~rights,~~requires presentation of both basic and ~~convertible~~diluted ~~into~~earnings ~~common~~per ~~shares~~share at(“EPS”) on the ~~rate~~face of $1the income statement.00 ~~per~~Basic ~~common~~EPS ~~share~~is atcomputed ~~any~~by ~~time~~dividing atnet loss available to common shareholders (numerator) by the ~~discretion~~weighted average number of shares outstanding (denominator) during the ~~holder~~period. ~~Series~~Diluted CEPS ~~preferred~~gives ~~shares~~effect ~~are~~to ~~entitled~~all todilutive ~~receive~~potential acommon ~~preferred~~shares ~~return~~outstanding ~~equal~~during tothe ~~10%~~period ofusing the ~~gross~~treasury ~~cash~~stock ~~sales~~method ~~income~~and ~~received~~convertible inpreferred ~~the~~stock ~~ordinary~~using ~~course~~the ofif-converted ~~business~~method. ~~Upon~~In ~~issue~~computing ofdiluted EPS, the ~~dividend,~~average stock price for the ~~value~~period ofis ~~such~~used ~~shares~~in ~~shall~~determining bethe ~~deemed~~number of shares assumed to be ~~retired~~purchased from the exercise of stock options or warrants. ~~Series~~Diluted CEPS ~~preferred~~excludes all dilutive potential shares ~~rank~~if ~~senior~~their toeffect is anti-dilutive. At February 28, 2019 the ~~common~~Company ~~shares~~had ~~and~~no ~~Series~~outstanding Bstock ~~preferred~~options. ~~shares~~At ~~with~~February ~~respect~~28, to2019 and 2018, the ~~right~~Company tohad ~~receive~~potentially ~~dividends~~dilutive shares outstanding.

Financial Instruments - ~~Series~~Pursuant Dto ~~preferred~~ASC ~~stock~~820, Fair ~~par~~Value ~~value~~Measurements ~~$0.0001~~and ~~par value~~Disclosures, ~~shall~~an ~~have~~entity ~~2,000,000~~is ~~authorized~~required ~~shares.~~to ~~These~~maximize ~~preferred~~the ~~shares~~use ~~are~~of ~~not~~observable ~~entitled~~inputs ~~to any voting rights,~~ and ~~can~~minimize bethe ~~converted~~use ~~into~~of ~~common~~unobservable ~~shares~~inputs atwhen ameasuring ~~rate~~fair ~~of $1~~value.00 ~~per~~ASC ~~common~~820 ~~share.~~establishes ~~Series~~a Dfair ~~preferred~~value ~~shares~~hierarchy ~~are~~based ~~seen~~on ~~you~~the ~~two~~level ~~common~~of ~~shares and Series B preferred shares~~independent, ~~and~~objective ~~holders~~evidence ofsurrounding ~~Series~~the Dinputs ~~preferred~~used ~~shares are entitled~~ to ~~receive~~measure afair ~~preferred~~value. ~~return~~A ~~equal~~financial toinstrument’s ~~10%~~categorization ofwithin the ~~gross~~fair ~~cash~~value ~~sales~~hierarchy ~~income~~is ~~received~~based inupon the ~~ordinary~~lowest ~~course~~level of ~~business.~~input ~~Upon~~that ~~issue~~is ofsignificant ~~the~~to ~~dividend,~~ the fair value ofmeasurement. ~~such~~ASC ~~Series~~820 Dprioritizes ~~preferred~~the ~~shares~~inputs ~~shall~~into three levels that may be ~~deemed~~used to bemeasure ~~retired.~~fair value:

~~On July~~Level 8,1 ~~2015,~~- ~~the~~Level ~~Company~~1 ~~approved~~applies ~~the~~to ~~creation~~assets ofor ~~four~~liabilities ~~classes~~for ofwhich ~~preferred~~there ~~stock~~are quoted prices in active markets for identical assets or liabilities.

Level 2 - ~~Series~~Level A2 ~~preferred~~applies ~~stock,~~to ~~par~~assets ~~value~~or ~~$0.0001~~liabilities ~~par~~for ~~value,~~which ~~shall~~there ~~have~~are ~~2,000,000~~inputs ~~authorized~~other ~~shares.~~than ~~These~~quoted ~~preferred~~prices ~~shares~~that are ~~not~~observable ~~entitled~~for tothe ~~any~~asset ~~voting~~or ~~rights~~liability ~~and~~such ~~are~~as ~~convertible~~quoted ~~into~~prices ~~common~~for ~~shares~~similar atassets ~~the~~or ~~rate~~liabilities ofin ~~$1.00~~active ~~per~~markets; ~~common~~quoted ~~share~~prices atfor ~~any~~identical ~~time~~assets ator ~~the~~liabilities ~~discretion~~in ofmarkets ~~the~~with ~~holder~~insufficient ~~Series~~volume Aor ~~preferred~~infrequent ~~shares~~transactions ~~rank~~(less ~~senior~~active tomarkets); ~~common~~or ~~shares~~model-derived ~~and~~valuations ~~Series~~in Bwhich ~~preferred~~significant ~~shares~~inputs ~~with~~are ~~respect~~observable toor ~~the~~can ~~right~~be toderived ~~receive~~principally ~~dividends~~from, or corroborated by, observable market data.

FLevel 3 -13 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

-The ~~Series~~Company’s Bfinancial ~~preferred~~instruments ~~stock~~consist principally of cash, ~~par~~accounts ~~value~~receivable, ~~$0.0001~~accounts ~~par~~payable ~~value~~and accrued liabilities, ~~shall~~amounts ~~have~~due 2to related parties,~~000,000~~ ~~authorized~~and ~~shares~~convertible debenture. ~~These~~Pursuant ~~preferred~~to ~~shares~~ASC ~~are~~820, ~~entitled~~the tofair ~~100~~value ~~votes~~of ~~for~~our ~~each~~cash ~~share~~is ~~held~~determined based on “Level 1” inputs, ~~and~~which ~~are~~consist ~~convertible~~of ~~into~~quoted ~~100~~prices ~~common~~in ~~shares~~active atmarkets ~~any~~for ~~time~~identical atassets. We believe that the ~~discretion~~recorded values of ~~the~~all ~~holder.~~of ~~Series~~our Bother ~~preferred~~financial ~~shares~~instruments ~~are~~approximate ~~senior~~their tocurrent ~~common~~fair ~~shares~~values because of their nature and respective maturity dates or durations.

-Derivative ~~Series~~Financial CInstruments ~~preferred~~- ~~shares,~~The ~~par~~Company ~~value~~does ~~$0.0001 par value, shall have 2,000,000 authorized shares. These preferred shares are~~ not ~~entitled~~use toderivative ~~any~~instruments ~~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~~hedge aexposures ~~preferred return equal~~ to ~~10% of the gross~~ cash ~~sales income received in the ordinary course of business. Upon issue of the dividend~~flow, ~~the~~market ~~value~~or offoreign ~~such~~currency ~~shares shall be deemed to be retired~~risks. ~~Series C preferred shares rank senior to the common shares and Series B preferred shares with respect to the right to receive dividends~~

-The ~~Series~~Company Dreviews ~~preferred~~the ~~stock,~~terms ~~par~~of ~~value~~the ~~$0.0001~~common ~~par value~~stock, ~~shall~~warrants ~~have~~and ~~2,000,000~~convertible ~~authorized~~debt ~~shares.~~it ~~These~~issues ~~preferred~~to ~~shares~~determine ~~are~~whether ~~not~~there ~~entitled~~are toembedded ~~any~~derivative ~~voting rights~~instruments, ~~and~~including ~~can~~embedded beconversion ~~converted~~options, ~~into~~which ~~common shares at a rate of $1.00 per common share. Series D preferred shares~~ are ~~seen~~required ~~you~~to ~~two~~be ~~common~~bifurcated ~~shares~~ and ~~Series~~accounted Bfor ~~preferred~~separately ~~shares,~~as ~~and~~derivative ~~holders~~financial ofinstruments. ~~Series~~In Dcircumstances ~~preferred~~where ~~shares~~the ~~are~~host ~~entitled~~instrument tocontains ~~receive~~more athan ~~preferred~~one ~~return~~embedded ~~equal~~derivative toinstrument, ~~10%~~including of the ~~gross~~conversion ~~cash~~option, ~~sales~~that ~~income~~is ~~received~~required into ~~the~~be ~~ordinary course of business. Upon issue of the dividend~~bifurcated, the ~~value~~bifurcated ofderivative ~~such~~instruments ~~Series~~are Daccounted ~~preferred~~for ~~shares~~as ~~shall~~a besingle, ~~deemed~~compound toderivative ~~be retired~~instrument.

~~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~~F-~~split).~~8

~~On February~~PHOENIX ~~18,~~LIFE ~~2016,~~SCIENCES YPINTERNATIONAL 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 sharesLIMITED

~~As at~~(A ~~February~~Development ~~28,~~Stage ~~2018, Phoenix Bio Pharmaceuticals Corporation owned 2,000,000 Series B Preferred Shares. YP Holdings, LLC owned 995,600 Series C Preferred Shares.~~Company)

~~11.~~Financial ~~Common Stock Options~~Statements

~~There were~~For nothe ~~common~~Year ~~stock~~Ended ~~options on issue as at~~ February 28, ~~2018.~~2019

122. ~~Convertible~~Summary ~~Promissory~~of ~~Note~~Significant Accounting Policies (Continued)

~~On June~~Bifurcated ~~24,~~embedded ~~2014,~~derivatives ~~the~~are ~~Company~~initially ~~entered~~recorded ~~into~~at afair ~~securities~~value ~~purchase~~and ~~agreement~~are ~~with~~then ~~Typenex~~revalued ~~Co-Investment,~~at ~~LLC,~~each areporting ~~Utah~~date ~~limited~~with ~~liability company.~~changes ~~Under~~in ~~this agreement,~~ the ~~Company~~fair ~~has~~value ~~issued~~reported aas ~~secured~~non-operating ~~convertible~~income ~~promissory~~or ~~note~~expense. inThe ~~the~~Company ~~original~~uses ~~principal~~a ~~amount~~Black-Scholes ~~of $1,105,000,~~model ~~deliverable~~for invaluation ~~eleven~~of ~~tranches (~~the ~~“Typenex Note”)~~derivative. OnWhen the ~~closing~~equity ~~date,~~or ~~Typenex~~convertible ~~delivered~~debt ~~the~~instruments ~~initial cash~~contain ~~purchase~~embedded ~~price~~derivative ofinstruments ~~$150,000,~~that ~~plus~~are ~~any~~to ~~interest,~~be ~~costs,~~bifurcated ~~fees~~and oraccounted ~~charges~~for ~~accrued~~as ~~under the Typenex Note~~liabilities, ~~including~~ the ~~original issue~~total ~~discount~~proceeds ofreceived ~~$20,000.~~are ~~The~~first ~~outstanding~~allocated ~~principal~~to ~~and accrued and unpaid interest on~~ the ~~Typenex~~fair ~~Note~~value ~~is convertible at any time into shares~~ of ~~common~~all ~~stock~~the atbifurcated aderivative ~~conversion~~instruments. ~~price~~The ofremaining ~~$1.00~~proceeds, ~~subject~~if ~~to adjustment as described below (the “Lender Conversion Price”). As of June 24~~any, ~~2014,~~are ~~the~~then ~~Company~~allocated ~~evaluated~~to the ~~Beneficial~~host ~~Conversion~~instruments ~~Feature under this note and determined as of June 24~~themselves, ~~2014,~~usually ~~there~~resulting ~~was~~in nothose ~~beneficial~~instruments ~~conversion~~being ~~feature~~recorded asat ~~the~~a ~~Lender~~discount ~~Conversion~~from ~~Price~~their ~~exceeded~~face ~~the fair market~~ value ~~of the Company’s common stock~~.

~~As of~~The ~~November~~discount ~~30,~~from ~~2014,~~ the ~~company~~face ~~has~~value ~~received net proceeds~~ of ~~$135,000~~the ~~related to this~~ convertible ~~promissory note~~debt, ~~representing $150,000~~together ~~less~~with ~~financing costs of $15,000. During~~ the ~~nine~~stated ~~months~~interest ~~ended~~on ~~November 30, 2014~~ the ~~Company has recorded interest expense of $7~~instrument,~~725,~~ ~~and~~is ~~amortization~~amortized ~~expense~~over ~~of $554,413 related to~~ the ~~amortization~~life of the ~~original~~instrument ~~issue~~through ~~discount~~periodic ~~and~~charges ~~the~~to ~~full-value of~~interest ~~the~~expense, ~~warrant~~using ~~discussed~~the ~~below~~effective ~~($552,500)~~interest method.

~~Each subsequent~~Derivative ~~tranche~~instrument ~~will~~liabilities beare classified in the ~~amount~~balance ofsheet ~~$85,000,~~as ~~plus~~current ~~any~~or ~~interest,~~non-current ~~costs,~~based ~~fees~~on orwhether ~~charges~~net ~~accrued~~cash ~~thereon~~settlement ~~under the terms~~ of the ~~Typenex~~derivative ~~Note,~~instrument ~~including~~could ~~the original issuer discount of $8,500. Each tranche will~~ be ~~accompanied~~required bywithin ~~its own secured investor note (~~the ~~“Investor~~12 ~~Notes”).~~months ~~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~~balance ~~Note.~~sheet ~~All loans received bear an interest rate of 10% per annum~~date. 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.

FStock-14based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Restricted shares issued are discounted to determine fair value.

~~A warrant~~The tofair ~~purchase~~value ~~shares~~ of ~~the~~each ~~Company~~Options ~~has~~based ~~been~~payment ~~issued~~is toestimated ~~Typenex~~on asthe ofmeasurement ~~June~~date ~~24,~~using ~~2014. This warrant grants Typenex~~ the ~~ability to purchase a number of fully paid and non~~Black-~~assessable~~Scholes ~~shares~~model ofwith the ~~Company’s~~following ~~stock~~assumptions, ~~par~~which ~~value~~are ~~$0.001,~~determined ~~equal~~at ~~to $552,500 divided by~~ the ~~market~~beginning ~~price.~~of ~~This~~each ~~warrant~~year isand ~~issued~~utilized ~~pursuant~~in toall ~~the~~calculations ~~terms~~for ofthat ~~the securities purchase agreement as described above.~~year:

~~Provided there~~Risk-Free isInterest ~~an outstanding balance, the Company will pay an installment amount equal to $61,388~~Rate.89 We ~~plus~~utilized ~~any accrued and unpaid interest on~~ the ~~installment due date, which is six months after the initial loan disbursement~~U. ~~This installment amount is the maximum that must be paid on any given installment due date, and is limited by the amounts owed~~S. ~~This~~Treasury ~~amount~~yield ~~can~~curve bein ~~converted~~effect at the ~~lesser of~~time ~~either the lender conversion price or at 70%~~ of ~~the~~grant ~~average~~with 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~~term ~~premium~~consistent ~~equal~~with ~~to 125% of~~ the ~~outstanding~~expected ~~balance~~term of ~~the~~our ~~Typenex Note~~awards. ~~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~~Expected 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 $1Volatility. We ~~These~~calculate ~~shares must be delivered to Typenex within three trading days of~~ the ~~conversion~~expected ~~notice~~volatility ~~being~~based ~~given~~on ~~to the Company. Should any shares be sold to Typenex or any third party at~~ a ~~value~~volatility ~~that~~index isof ~~less~~peer ~~than~~companies ~~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~~we ~~upon~~did ~~any~~not ~~forward~~have orsufficient ~~reverse~~historical ~~split of~~market ~~the~~information ~~Company’s shares. Should the Company fail~~ to ~~deliver~~estimate the ~~shares~~volatility ~~in a timely manner, a late fee~~ of ~~the~~our ~~greater~~own 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 valuestock.

~~In the~~Dividend ~~event~~Yield. We ofhave anot ~~default,~~declared ~~the~~a ~~Typenex~~dividend ~~Note~~on ~~may~~its becommon ~~accelerated~~stock bysince ~~Typenex~~its byinception ~~providing written notice to the Company. The outstanding balance is immediately due~~ and ~~payable~~have atno ~~the~~intentions ~~greater~~ of ~~the~~declaring ~~outstanding~~a ~~balance~~dividend ~~divided~~in by the ~~installment~~foreseeable ~~conversion~~future ~~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~~therefore ~~adding~~used ~~the~~a ~~resulting~~dividend ~~product~~yield ~~to the outstanding balance as~~ of ~~the date of default~~zero. 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~~Expected ~~date~~Term. The ~~that~~expected isterm 23of ~~trading~~options ~~days~~granted ~~from~~represents ~~each~~the ~~date~~period ~~that~~of ~~the~~time ~~Company~~that ~~delivers~~options ~~conversion~~are ~~shares~~expected to ~~Typenex,~~be ~~there~~outstanding. isWe aestimated ~~true-up date in which~~ the ~~Company~~expected ~~will~~term ~~deliver~~of ~~additional~~stock ~~shares~~options ifby ~~the~~using ~~installment conversion price on that date is less than~~ the ~~installment conversion~~simplified ~~price~~method. ~~used~~For inwarrants, the ~~applicable~~expected ~~installment~~term ~~notice.~~represents ~~These additional shares will be equal to~~ the ~~difference~~actual ~~between~~term ~~the number~~ of ~~shares that would be delivered to Typenex at~~ the ~~time of the true-up date and the amount originally delivered~~warrant.\

~~Notice of~~Forfeitures. Estimates ~~Default – on January 9, 2015, the Company received a Notice~~ of ~~Default~~option ~~from~~forfeitures ~~Typenex~~are ~~under~~based ~~the~~on ~~Convertible~~our ~~Promissory Note described in Note 12 above~~experience. InWe ~~the~~will ~~letter,~~adjust ~~the~~our ~~noteholder~~estimate 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~~forfeitures ~~reserved~~over ~~for issuance under~~ the ~~Typenex~~requisite ~~Note~~service onperiod ~~the~~based ~~books of the Company’s transfer agent. The second default was triggered~~ on ~~December 27, 2014, when~~ the ~~Company~~extent ~~failed~~ to ~~make~~which ~~its~~actual ~~first~~forfeitures ~~installment payment of $61~~differ,~~888.89 according~~ toor ~~the~~are ~~terms~~expected ~~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~~differ, ~~2015,~~from ~~the~~such ~~outstanding principal, accrued interest and accrued penalties on the Typenex Note was $239,483~~estimates.~~61.~~ OnChanges ~~January~~in ~~23,~~estimated ~~2015,~~forfeitures ~~the~~will ~~Company~~be ~~satisfied~~recognized ~~its~~through ~~first default by instructing its transfer agent to reserve~~ a ~~total~~cumulative ofcatch-up ~~50,925,000~~adjustment ~~shares~~in ~~of common stock covering~~ the ~~potential~~period ~~conversion~~ of ~~the~~change 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~~also ~~60%~~impact of the ~~average~~amount of ~~the~~compensation ~~three~~expense ~~lowest closing bid prices of the Company’s common stock in the 20 days prior~~ to conversion. As of December 16, 2014, the Company has re-evaluated the beneficial conversion feature under the Typenex Note and has recorded a liability for the beneficial conversion feature totaling $230,392. This discount will be ~~amortized~~recognized ~~over~~in ~~the~~future ~~remaining life of the Typenex Note~~periods.

FRevenue Recognition – The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period amounts continue to be reported in accordance with legacy GAAP. The adoption of ASC 606 did not result in a change to the accounting for any of the in-15scope revenue streams; as such, no cumulative effect adjustment was recorded.

~~On February~~Leases 3– ASC 842, ~~2015~~Leases, ~~the~~was ~~Company~~required ~~exercised~~to ~~its~~be ~~borrower~~adopted ~~offset~~for ~~right~~all ~~under~~financial ~~the~~years ~~Typenex~~beginning ~~Note.~~after ~~Through~~December ~~this offset right~~15, ~~the~~2018 ~~Company is entitled to deduct~~ and ~~offset~~requires ~~any~~long ~~amount~~term ~~owing~~leases by(longer ~~Typenex~~than ~~under~~12 ~~the~~month) ~~initial~~to ~~securities~~be ~~purchase~~capitalized ~~agreement~~with ~~dated~~a ~~June~~corresponding ~~24,~~liability ~~2014 from~~for ~~any amount owed by~~ the ~~Company~~term ~~under the note. The combined balance~~ of the ~~secured~~lease ~~investor notes~~ and ~~the~~expensed ~~investor~~over ~~notes as~~that ~~of the January 28, 2015 offset date was $890,800~~term. InHowever ~~addition,~~currently the ~~note~~Company ~~balance~~has ~~prior~~no tolong-term ~~the offset included $85,000 of unearned original issue discounts~~leases.

~~In conjunction~~Shipping ~~with the Company’s exercise of its offset right, the Company~~ and ~~Typenex~~Handling ~~each~~costs— ~~hereby~~shipping ~~acknowledge that the secured investor notes~~ and ~~the~~handling ~~investor~~costs ~~notes~~are ~~were~~included ~~offset~~in ~~against~~cost ~~the Company balances owed under the note as~~ of ~~the~~sales ~~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~~Statements ~~balance owed under the note has been reduced to $218,028.47 as~~ of ~~the offset date~~Operations. ~~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.F-9

~~Notice of~~PHOENIX ~~Conversion~~LIFE –SCIENCES ~~Between~~INTERNATIONAL March 1, 2017 and February 28, 2018, the Company has received conversion notices from its noteholder on the Typenex Note to convert principal on the Typenex Warrant into shares of the Company’s Common Stock at a market price as defined by the Typenex Agreement. The table below lists the conversion activity and the shares of common stock issued pursuant to each conversion:LIMITED

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

(A Development Stage Company)

*Market PriceFinancial ~~as defined by the Typenex Note~~Statements

~~13.~~For ~~Subsequent~~the ~~Events~~Year Ended February 28, 2019

~~On May 31, 2018, the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada~~2. AsSummary ~~a result~~ of ~~the~~Significant ~~Amendment,~~Accounting ~~the~~Policies ~~Company has changed its name with the State of Nevada from Stem Bioscience, Inc. to Phoenix Life Science International Limited.~~(Continued)

~~Pursuant to~~Recent ~~the~~Accounting ~~Agreement~~Pronouncements ~~and~~- ~~Plan~~The ofrecent ~~Merger,~~accounting ~~dated~~pronouncements asdid ofnot ~~September~~have ~~18,~~any ~~2018~~material asimpact ~~(The~~on ~~“Merger~~the ~~Plan”~~financial bystatements ~~and~~unless ~~between~~otherwise ~~Phoenix~~disclosed, ~~Life Sciences~~and ~~International~~the ~~Limited,~~Company adoes ~~Nevada~~not ~~Corporation~~believe ~~(the~~that ~~“Company”)~~there ~~and~~are ~~Phoenix~~any ~~Life~~other ~~Sciences~~new ~~International~~accounting ~~Limited, a~~pronouncements ~~Canadian~~that ~~Corporation~~have ~~(“PLSI~~been ~~CA”),~~issued ~~the~~that ~~Company~~might ~~completed~~have ~~its~~a ~~merger~~material ~~with~~impact ~~PLSI~~on ~~CA,~~its ~~with~~financial ~~the~~position ~~Company~~or asresults ~~the~~of ~~surviving entity.~~operations

~~On September~~Reclassifications ~~18,~~- ~~2018,~~Certain ~~the~~amounts ~~Company’s~~in ~~Board~~the ofprior ~~Directors~~period ~~announced~~financial ~~the~~statements ~~finalized~~have ~~consolidation~~been ~~activities~~reclassified ofto ~~Phoenix~~conform ~~Life~~with ~~Sciences International~~the ~~Limited~~current ~~with~~period ~~Stem~~presentation. ~~Biosciences,~~These ~~Inc.,~~reclassifications ~~Blue~~had ~~Dragon~~no ~~Ventures,~~effect ~~and~~on ~~the~~previously ~~MediJane~~reported ~~Brand~~losses, ~~and~~total ~~that~~assets ~~the~~or ~~Company~~stockholders’~~s common~~ ~~stock would trade publicly under the symbol MJMD~~equity.

~~F-16~~3. Intangible Assets

On In September ~~21,~~ 2018, the Company ~~announced~~with itthe ~~had~~merger ~~obtained~~of ~~consent~~Phoenix ~~from~~Life ~~the~~Sciences ~~holder~~International Limited (Canada), a related party due to common management, acquired all of the assets and liabilities of Phoenix ~~Bio~~ ~~Pharmaceuticals~~Life ~~Corporation~~Sciences International Limited (Canada) including intellectual property totaling $8,766,356, which consisted of trade secrets, know how, concepts to be patented for the ~~cancellation~~creation of 2a series of formulations,~~000~~ specific genetic plant selection,~~000~~ ~~Preferred~~delivery ~~Series~~systems ~~B shares~~designed inby ~~the~~botanists, ~~Company~~biologists, inchemical ~~connection~~and ~~with~~industrial engineers for the ~~restructure~~purposes of maximizing the ~~Company~~efficacy ~~and~~of ~~merger~~medical ~~with Phoenix~~cannabis ~~Life~~for ~~Sciences~~the ~~International~~targeted ~~Limited~~treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a ~~Canadian~~series ~~Corporation~~of generic medical cannabis products for doctor prescription. All products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance. The intangibles asset will amortized on a straight basis over the expected useful period of 10 years. As of February 29, 2019, amortization has not commenced. In addition, the intangible assets are tested for impairments annually. There were no impairments for the year ended February 29, 2019.

On September 22, 2018, the Company’s Board of Directors accepted the resignation of Russell Stone from his position as a Director.

Proprietary formulations for the treatment of diabetes, various cancers, neurological and phycological disorders and autoimmune diseases	$	7,500,000
Professionally developed delivery systems maximizing the efficacy of medical cannabis treatments	$	1,000,000
Other trade secrets	$	266,356
Total	$	8,766,356

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”)4. OnDeferred orTax 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.Asset

~~On September~~The ~~22,~~deferred ~~2018,~~tax assets or liabilities represent the future tax benefits or cost of those differences. The Company’s ~~Board~~principal ofdeferred ~~Directors~~tax ~~resolved~~items toarise ~~deem~~from ~~the~~net ~~acquired~~operating ~~Notes~~losses. ~~principal~~Net ~~balance~~operating ~~satisfied~~losses approximate $24,174,826 ~~and to~~which ~~terminate~~expire in the ~~Note~~years ~~and~~2030 ~~any~~through ~~and~~2039. ~~all~~The ~~rights~~net ~~and~~operating ~~obligations~~loss ~~arising~~results ~~thereunder~~in a deferred tax asset of $3,626,000. ~~including~~As ~~without~~future ~~limitation~~earnings are uncertain, the ~~cancellation of~~Company ~~all~~has ~~Warrants~~provided ~~issued~~a tovaluation ~~Typenex~~allowance ~~under~~for the ~~Note~~entire amount of the deferred tax asset.

~~On September~~The ~~24,~~Company ~~2018,~~is required to evaluate the ~~Company~~tax ~~issued~~positions ~~30,502,375~~taken ~~shares~~in the course of ~~common~~preparing ~~stock~~its ~~bearing~~tax ~~the~~returns ~~restricted~~to ~~legend~~determine ~~without~~whether ~~registration~~tax ~~(the~~ positions are “~~Issued~~more ~~Shares~~likely than not”). Ofof ~~these,~~being ~~29,802,375~~sustained ~~shares~~by ~~were~~the ~~issued~~applicable intax ~~reliance~~authority on“More ~~Rule~~likely ~~802~~than ~~under~~not” ~~the~~is ~~Securities~~defined ~~Act~~as ingreater than a ~~1:1 share~~50% ~~exchange~~chance. ~~related~~The toCompany ~~the~~is ~~merger~~delinquent on nearly all of ~~PLSI~~its CAtax filings. As a result, there are presently no uncertain tax position and ~~the~~no ~~company~~reserves asfor ~~described~~uncertain ~~above~~tax positions. The Company has no unrecognized tax benefits at February 28, 2019 and ~~700~~February 28,~~000~~ ~~shares~~2018. ~~were~~The ~~issued~~Company’s asincome ~~compensation for~~tax ~~services~~returns ~~rendered~~are insubject ~~reliance~~to ofexamination ~~Section~~by ~~4(a)(2)~~federal ofand ~~the~~state ~~Securities~~tax ~~Act~~authorities. ~~All~~Due ofto the ~~Issued~~failure ~~Shares~~to ~~were~~file ~~issued~~its intax ~~private transactions~~returns, ~~and~~ ~~the~~all ~~company~~prior ~~received~~tax noyears ~~proceeds~~are ~~from~~open ~~the~~to ~~Issued Shares~~examination. The ~~Issued~~Company ~~Shares,~~recognizes ininterest ~~conjunction~~and penalties associated with ~~the~~uncertain ~~47,571~~tax ~~shares~~positions as part of ~~common stock~~the ~~previously~~income ~~issued~~tax byprovision and would include accrued interest and penalties with the ~~Company,~~related ~~brings~~tax liability in the ~~current~~balance ~~issued~~sheet. There were no interest and ~~outstanding~~penalties ~~share~~paid ~~count~~or toaccrued 30during the years ended February 28,~~549~~ 2019 and February 28,~~946~~ 2018.

~~On October~~The 3,Company ~~2018,~~expects ~~the~~no ~~following~~significant ~~persons~~effects ~~were~~from ~~appointed to~~ the ~~Board~~tax ofCuts ~~the Company, Stephen Cornford, Martin Tindall as Chief Executive Officer, Janelle Marsden as Managing Director~~ and ~~Geoffrey~~Jobs ~~Boynton~~Act asfor ~~Chief~~the ~~Financial~~current ~~Officer.~~reporting ~~Lewis “Spike” Humer stepped down from his executive role but remains a Director~~period.

~~On October~~5. 3,Subsidiary 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.Companies

On ~~November~~ 2March 17, ~~2018~~2014, ~~FINRA~~MediHoldings, ~~confirmed~~Inc. ~~the~~(“MediHoldings”), ~~name~~a ~~change~~Colorado ~~and~~corporation, ~~change~~was offormed ~~symbol~~as toa ~~“PLSI”~~wholly-owned subsidiary of the Company.

On ~~November~~ 9June 27, ~~2018~~2014, ~~the~~MediSales ~~Company~~(CA), ~~announced~~Inc. ~~that 2~~(“MediSales”),~~000,000~~ ~~Series~~a CCalifornia ~~Preferred~~corporation, ~~Stock had been cancelled and all convertible debt had been retired. There~~ was noformed ~~outstanding~~as ~~preferred~~a ~~stock~~wholly-owned onsubsidiary ~~issue~~of asthe ~~at this day~~Company.

~~On December 4, 2018, the Company issued 229,600 common shares as part of settlement agreements.~~F-10

~~On December~~PHOENIX ~~17,~~LIFE ~~2018,~~SCIENCES ~~the~~INTERNATIONAL 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.LIMITED

~~On January~~(A ~~11,~~Development ~~2019,~~Stage ~~the~~ Company ~~issued 500,600 common shares to YP Holding, LLC. as part of a settlement agreement.~~)

~~On January~~Financial 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.Statements

~~On February~~For ~~20, 2019~~ the ~~Board~~Year ofEnded ~~the~~February ~~Company appointed Michael Gobel~~28, ~~who has long and distinguished career in corporate finance in Australia, as a non-executive Director~~2019

~~On February 26, 2019 the Company issued 315,928 common share which included~~ 5~~,460~~. ~~common~~Subsidiary ~~shares~~Companies ~~as part of settlement agreements, 126,750 common shares issued as compensation for services rendered in reliance of Section 4~~(aContinued)~~(2) of the Securities Act and 183,718 for cash consideration.~~

~~F-17~~Both these subsidiaries as at February 28, 2019 had not traded and were inactive.

On ~~April~~ 2September 18, ~~2019~~2018, with the merger with Phoenix Life Sciences International Limited (Canada), the Company ~~issued~~gained ~~151~~an Australian Incorporated subsidiary,~~216~~ ~~common~~Phoenix ~~share~~Life ~~for~~Sciences ~~cash~~(Australia) ~~consideration~~Pty Ltd.

~~Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the consolidation of business in 2018~~6. ~~During~~Related ~~that~~Party 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.Transactions

~~Further, as~~Russell ~~part~~Stone 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.

~~F-18~~Mr. Russell Stone, the Company’s former Chief Operating Officer, entered into a settlement agreement with the Company for unpaid services where he would be paid $125,000 over a maximum of 24 months. As at February 28, 2019, Mr. Stone was still owed $70,000.

~~Item 9~~Mr. ~~Changes~~Stone inprior ~~and~~held ~~Disagreements~~approximately ~~with~~14% ~~Accountants~~of onthe ~~Accounting~~outstanding ~~and~~common ~~Financial~~shares ~~Disclosure~~of Phoenix Pharms Capital Corporation (PPCC) indirectly through a trust, prior to PPCC being sold into Phoenix Life Sciences International Limited (a Canadian Corporation).

On ~~September~~ ~~21, 2016, the registrant dismissed Fruci & Associates II, PLLC as their registered independent public accountant. On~~ September 2122, ~~2016~~2018, the Company’s Board of Directors ~~approved~~accepted the ~~engagement~~resignation of ~~BMKR,~~Russell ~~LLP~~Stone tofrom ~~provide~~his ~~auditing~~position ~~services on~~as a ~~prospective basis, and to perform a full audit of the Company’s books and records for the years ended February 29, 2016, February 28, 2017, February 28, 2018 and February 28, 2019~~Director.

~~Item 9A.~~Martin ~~Controls and Procedures~~Tindall

~~Disclosure Controls~~Mr. Martin Tindall joined the Board as Chief Executive Officer on October 3, 2018. Previously Mr. Tindall had assisted Company with business development activities through the Advisory Services Agreement. Mr. Tindall serviced as CFO and ~~Procedures~~a Director of Phoenix Pharms Capital Corporation, a director of Phoenix Bio Pharmaceuticals Inc. and a director and shareholder of Phoenix Life Sciences International Limited (a Canadian Corporation); which were all vended into the Company on September 18, 2018 as a result of the Company’s Merger with Phoenix Life Sciences International Limited (Canada).

~~We maintain~~Lewis ~~disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the~~ “~~Exchange Act~~Spike”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.Humer:

~~We carried~~Mr. ~~out~~Lewis an“Spike” ~~evaluation,~~Humer ~~under~~was previously the ~~supervision~~interim ~~and~~Chief ~~with~~Executive ~~the~~Officer ~~participation~~and ofa ~~our~~director ~~management,~~of ~~including~~the ~~our~~Company. ~~chief~~After ~~executive~~the ~~officer and~~merger ~~chief~~he ~~financial~~stepped ~~officer~~down ~~(our~~from ~~principal~~an executive ~~officer,~~role ~~principal~~but ~~financial~~remains ~~officer~~on the Board and ~~principal~~has ~~accounting~~been ~~officer),~~appointed ~~of the~~Non-executive ~~effectiveness~~Chairman. ofHe ~~the~~also ~~design~~previously served as CEO and ~~operation~~a director of ~~our~~Phoenix ~~disclosure~~Bio ~~controls~~Pharmaceuticals and ~~procedures~~CEO asand a director of ~~February~~Phoenix 28Pharms Capital Corporation, ~~2018.~~which ~~Based~~were onpart of the ~~evaluation~~ ofmerger. ~~these~~A ~~disclosure~~settlement ~~controls~~agreement ~~and~~has ~~procedures,~~been ~~and~~reached inwith ~~light~~Mr. ofHumer ~~the~~for ~~material~~unpaid ~~weaknesses~~services, ~~found~~prior into ~~our~~the ~~internal~~merger ~~controls over~~where ~~financial~~he ~~reporting~~would pay $125,000 ~~our~~plus ~~chief~~$5,000 ~~executive~~in ~~officer~~unpaid ~~and~~expenses ~~chief~~with ~~financial~~the ~~officer~~money ~~(our~~to ~~principal~~be ~~executive~~paid ~~officer,~~over ~~principal financial~~a ~~officer~~maximum of 24 months and ~~principal~~issued ~~accounting~~100,000 ~~officer)~~common ~~concluded~~shares ~~that~~in ~~our~~the ~~disclosure~~Company. ~~controls~~Mr. ~~and~~Humer ~~procedures~~was ~~were~~owed ~~not~~$85,000 ~~effective~~as at February 28, 2019.

~~Management’s Report~~7. onCommon ~~Internal Control Over Financial Reporting~~Stock

~~Management is~~The ~~responsible~~Company ~~for~~has ~~establishing~~authorized ~~and~~990,000,000 ~~maintaining~~shares ~~adequate~~of ~~internal~~its ~~control~~common ~~over financial reporting~~stock, as$0.001 ~~defined~~par ~~in Exchange Act Rule 13a-15(f)~~value. ~~The~~On ~~Company’s~~February ~~internal~~28, ~~control~~2018, ~~over~~there ~~financial~~were ~~reporting~~34,171 isshares ~~a process designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~common ~~reporting~~stock issued and ~~the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America~~outstanding.

~~Because of~~On ~~its~~September ~~inherent~~24, ~~limitations~~2018, ~~internal~~the ~~control~~Company ~~over~~issued ~~financial~~29,992,192 ~~reporting~~shares ~~may~~of ~~not~~common ~~prevent~~stock orbearing ~~detect~~the ~~misstatements~~restricted legend without registration (the “Issued Shares”). ~~Also~~Of these, ~~projections of~~29,292,192 ~~any~~shares ~~evaluation~~were ofissued ~~effectiveness~~in toreliance ~~future~~on ~~periods~~Rule ~~are~~802 ~~subject~~under the Securities Act in a 1:1 share exchange related to the ~~risk~~merger ~~that~~of ~~controls~~PLSI ~~may~~CA ~~become~~and ~~inadequate~~the ~~because~~company ofas ~~changes in~~described ~~conditions~~above, orand ~~that~~700,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the ~~degree~~Securities Act. All of ~~compliance~~the ~~with~~Issued Shares were issued in private transactions, and the ~~policies~~company orreceived ~~procedures~~no ~~may~~proceeds ~~deteriorate~~from the Issued Shares.

~~Under the~~On ~~supervision~~October ~~and~~03, ~~with~~2018, the ~~participation~~Company ofagreed ~~management~~to issue 48,000 ~~including~~shares ~~the~~of ~~chief~~restricted ~~executive~~common ~~officer~~stock ~~and~~to ~~chief~~KHAOS ~~financial~~Media ~~officer~~Group ~~(our principal~~as ~~executive~~compensation ~~officer,~~for ~~principal~~services ~~financial~~rendered ~~officer~~in ~~and~~reliance ~~principal~~of ~~accounting~~Section ~~officer~~4(a),(2) of the ~~Company~~Securities ~~conducted~~Act anfor ~~evaluation of~~services ~~the~~previously ~~effectiveness~~rendered ofand ~~the~~invoiced ~~Company’s~~between ~~internal~~March ~~control~~and ~~over~~December ~~financial~~2014. ~~reporting~~A asfurther of147,000 ~~February~~shares ~~28,~~were ~~2018~~issued ~~using~~as ~~the~~compensation ~~criteria established~~for inservices ~~“Internal~~rendered ~~Control~~in -reliance ~~Integrated~~of ~~Framework”~~Section ~~issued~~4(a)(2) byof the ~~Committee~~Securities ofAct ~~Sponsoring~~for ~~Organizations of~~services ~~the~~post ~~Treadway~~those ~~Commission (“COSO”)~~dates.

26On October 18, 2018, the Company issued 575,583 common shares as part of settlement agreements.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 28, 2018, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.F-11

~~1. We~~PHOENIX doLIFE ~~not~~SCIENCES ~~have~~INTERNATIONAL an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the board of directors acts in the capacity of the audit committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.LIMITED

~~2. We~~(A ~~did~~Development ~~not~~Stage ~~maintain appropriate cash controls – As of February 28, 2018, the~~ Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.)

~~3. We~~Financial did not implement appropriate information technology controls – As at February 28, 2018, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.Statements

~~4. We~~For ~~did~~the ~~not~~Year ~~have~~Ended ~~any~~February ~~internal personnel who have knowledge of United States Generally Accepted Accounting Principles. However~~28, we ~~have hired an outsourced accounting firm to ensure transactions are recorded in accordance with generally accepted accounting principles.~~2019

~~Accordingly, the~~7. ~~Company~~Common ~~concluded~~Stock that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.(Continued)

~~As a~~On ~~result~~December of4, ~~the material weaknesses described above~~2018, ~~management has concluded that~~ the Company ~~did~~issued ~~not~~229,600 ~~maintain~~common ~~effective~~shares ~~internal control over financial reporting~~ as part of ~~February~~settlement ~~28, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO~~agreements.

~~Changes~~ 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 ~~Internal~~reliance ~~Control~~of ~~over~~Section ~~Financial~~4(a)(2) ~~Reporting~~of the Securities Act

~~There has~~On ~~been~~January no11, ~~change~~2019, inthe ~~our~~Company ~~internal~~issued ~~control~~500,600 ~~over~~common ~~financial~~shares ~~reporting~~to ~~identified~~YP inHolding, ~~connection~~LLC. ~~with~~as ~~our~~part ~~evaluation we conducted~~ of ~~the~~a ~~effectiveness~~settlement ofagreement ~~our~~and ~~internal~~conversion ~~control over financial reporting as~~ of ~~February~~Series ~~28,~~C ~~2018,~~preferred ~~that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~shares.

~~This annual~~On ~~report~~January ~~does~~15, ~~not~~2019 ~~include an attestation report of~~ the Company’s ~~registered~~issued ~~public~~53,080 ~~accounting~~common ~~firm~~shares ~~regarding~~which ~~internal control~~included ~~over~~52,000 ~~financial~~common ~~reporting.~~shares ~~Management’s~~as ~~report~~part ~~was~~of ~~not~~settlement ~~subject~~agreements toand ~~attestation~~1,080 bycommon ~~the~~shares ~~Company’s~~issued ~~registered~~as ~~public accounting~~compensation ~~firm~~for ~~pursuant~~services torendered ~~rules~~in reliance of ~~the~~Section ~~SEC~~4(a)(2) ~~that~~of ~~permit~~ the ~~Company~~Securities ~~to provide only management’s report in this annual report.~~Act

27On February 26, 2019 the Company issued 315,928 common shares which included 5,460 common shares as part of settlement agreements, 126,750 common shares issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act and 183,718 for cash consideration.

~~Continuing Remediation~~In ~~Efforts~~August toit ~~address~~was ~~deficiencies~~determined, after inquiries of solicitors in Vanuatu and Australia, that 22,500,000 common shares had been issued fraudulently, consequently the ~~Company’s~~Board ~~Internal~~of ~~Control~~Directors ~~over~~cancelled ~~Financial~~these ~~Reporting~~22,500,000 common shares.

~~Once the~~As ~~Company~~at isFebruary ~~engaged~~28, in2019 athe ~~business~~adjusted ofshares ~~merit~~on ~~and has sufficient personnel available~~issue, ~~then~~excluding ~~our~~the ~~board~~fraudulently ofissued ~~Directors~~shares, inwere ~~particular and in connection with the aforementioned deficiencies~~10,084,582 ~~will~~common ~~establish~~shares ~~the~~on ~~following remediation measures:~~issue.

18. ~~Our board~~ ofPreferred ~~directors will nominate an audit committee or a financial expert on our board of directors in fiscal 2020.~~Stock

~~2. We will~~On ~~appoint~~July ~~additional~~8, ~~personnel~~2015, tothe ~~assist~~Company ~~with~~approved the ~~preparation~~creation of ~~the~~four ~~Company’s~~classes ~~monthly financial reporting, including preparation~~ of ~~the~~preferred ~~monthly bank reconciliations~~stock.

~~Item 9B~~Series A preferred stock, par value $0.0001 ~~Other~~par ~~Information~~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.

~~None~~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.

~~PART III~~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

~~Item 10~~Series D preferred stock, par value $0.0001 ~~Directors~~par value, shall have 2,000,000 authorized shares. These preferred shares are not entitled to any voting rights, and ~~Executive~~can ~~Officers~~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 ~~Corporate~~Series ~~Governance~~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.

~~Directors and~~On ~~Executive~~November ~~Officers~~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).

All directors of the Company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:F-12

Name	Position Held with the Company	Age	Date First Elected or Appointed
Russell Stone	Chief Operating Officer, Interim Chief Financial Officer, Controller Director	44	Sept. 17, 2014 October 20, 2014 Sept. 17, 2014
Lewis “Spike” Humer	Director Chief Executive Officer,	60	April 25, 2014 July 8, 2015

PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

~~The board~~(A ofDevelopment ~~directors~~Stage ~~has no nominating, audit or compensation committee at this time.~~Company)

~~Business Experience~~Financial Statements

~~The following~~For ~~is a brief account of~~ the ~~education~~Year ~~and~~Ended ~~business~~February ~~experience during at least the past five years of each director~~28, executive officer and key employee of the Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.2019

~~Lewis “Spike” Humer – Age 60~~8. ~~Chief~~Preferred ~~Executive~~Stock Officer, Director. On April 25, 2014, Lewis “Spike” Humer was appointed as a director of the Company and appointed Chairman of the Board to serve until the Company’s next annual meeting. Since February 2014, Mr. Humer serves as Chief Executive Officer and a director of Phoenix Pharms Capital Corporation, Chief Executive Officer and a director of Phoenix Bio-Pharmaceuticals, and a director of Phoenix Pharms, Inc. From 2004 to joining the Phoenix family of companies, Mr. Humer has provided services as an independent keynote speaker, professional trainer, organizational consultant, seminar leader and program facilitator.(Continued)

As at February 28, 2018, Phoenix Bio Pharmaceuticals Corporation held 2,000,000 Series B Preferred Shares. On September 21, 2018, the Company announced it had obtained consent from the holder, Phoenix Bio Pharmaceuticals Corporation for the cancellation of 2,000,000 Preferred Series B shares in the Company in connection with the restructure of the Company and merger with Phoenix Life Sciences International Limited, a Canadian Corporation therefore there were no Series B Preferred Shares on issue at February 28, 2019.

~~Russell G. Stone – Age 44, Chief Operating Officer, Interim Chief Financial Officer, Controller and Director.~~ On ~~May~~February 1218, ~~2014~~2016, ~~Russell~~ G.YP ~~Stone was appointed as the Company’s chief operating officer. On September 17~~Holdings, ~~2014,~~LLC ~~Mr. Stone~~ was ~~appointed Chief~~issued ~~Executive Officer and a Director. On October 20~~1, ~~2014~~000,000 ~~Mr.~~Series ~~Stone~~B ~~was~~Preferred ~~appointed~~Shares ~~interim~~in ~~Chief~~exchange ~~Financial~~for ~~Officer~~667 ~~and~~common ~~Controller. From~~shares ~~June 2011 to August 2013~~(6, ~~Mr. Stone was president of Finiti Branding Group~~666,667 ~~LLC a company that he co~~pre-~~founded~~split). FBG was a privately held company established to take advantage of the rapidly growing electronic cigarette industry. In addition to being president of FBG, Mr. Stone held numerous positions at FBG, such as vice president of FBG’s supply chain and vice president of business insight management. Mr. Stone held these positions until FBG was acquired by Victory Electronic Cigarettes in February 2014.

~~Since 2002~~As at February 28, ~~Mr.~~2018 ~~Stone~~YP ~~has~~Holdings LLC had been aissued ~~managing~~1,000,000 ~~member~~Series ~~and~~C ~~principal~~Preferred ofShares, ~~Stone~~but ~~Financial~~had ~~Group,~~converted ~~LLC~~4,400 ~~Jo-Bar~~into ~~Enterprises,~~common ~~LLC,~~shares and ~~Stone~~therefore ~~Brothers Capital~~held ~~LLC.~~995,600 ~~Those~~Series ~~entities~~C ~~are~~Preferred inShares. ~~the~~However ~~businesses~~subsequently ofagreement ~~participating~~was inreached ato ~~diversified~~cancel ~~array~~all ofoutstanding ~~investment~~Series ~~offerings~~C ~~that~~Preferred ~~include, but~~Shares. ~~are~~On ~~not~~January ~~limited to~~11, ~~lending~~2019, ~~hospitality,~~the ~~real~~Company ~~estate,~~issued ~~medical~~500,600 ~~technology,~~common ~~and~~shares ~~the~~to ~~secondary~~YP ~~life~~Holdings ~~insurance~~LLC ~~market.~~as ~~Mr.~~part ~~Stone’s responsibilities~~of ~~within~~a ~~the~~settlement ~~companies~~agreement ~~include~~which ~~investor~~included the return and ~~broker~~cancellation ~~relations~~of 995,600 ~~portfolio~~Series ~~analysis,~~C ~~and~~Preferred ~~management~~Shares

~~Identification of~~There ~~Significant~~was ~~Employees~~no outstanding preferred stock on issue as at February 28, 2019

~~We have no significant employees, other than Lewis Humer, director and chief executive officer and Russell G~~9. ~~Stone,~~Convertible ~~chief~~Promissory ~~operating officer, interim chief financial officer, controller and director.~~Note

~~Family Relationship~~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”).

~~There are~~On noor ~~family~~about ~~relationships~~April ~~between~~19, ~~any~~2018, ofthe ~~our~~Phoenix ~~directors~~Life Sciences International Ltd, ~~executive~~a ~~officers~~Canadian Corporation (“PLSI CA”) acquired the entirety of the Notes outstanding principal and ~~proposed~~interest ~~directors~~balance orfrom ~~executive~~Typenex. ~~officers~~Upon the completion of the merger, that Note was conveyed to the Company.

~~Involvement in~~On ~~Certain~~September ~~Legal~~22, ~~Proceedings~~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 outstanding Warrants issued to Typenex under the Note. This also meant that the derivative liability carried on the balance sheet was retired.

~~To the~~10. ~~best~~Securities ofPurchase ~~our knowledge, none of our directors or executive officers has, during the past ten years:~~Agreement

~~1. been~~On ~~convicted~~September in17, 2014, the Company entered into a ~~criminal~~securities ~~proceeding~~purchase oragreement ~~been~~with ~~subject~~YP toHoldings, aLLC. ~~pending~~YP ~~criminal~~Holdings, ~~proceeding~~LLC ~~(excluding~~has ~~traffic~~no ~~violations~~material ~~and~~relationship with the Company other ~~minor~~ ~~offences);~~than with respect to this agreement.

2Under this agreement, the purchasers will be purchasing units of one common share and two warrants to purchase common shares for $0. ~~had~~09 ~~any~~per ~~bankruptcy~~unit, ~~petition~~for ~~filed~~a bytotal orof ~~against~~$600,000. ~~the~~The ~~business~~common orshares ~~property~~have a par value of $0.001 per share. The warrants are exercisable for five years from the ~~person,~~date orof issuance and shall have an initial exercise price equal to $0.20. As a result of ~~any~~this ~~partnership~~agreement, ~~corporation~~the ~~or business~~Company ~~association~~issued of6,666,667 ~~which~~common heshares ~~was~~and a13,333,334 ~~general~~warrants ~~partner~~to orthe ~~executive~~purchasers. ~~officer~~On August 29, ~~either~~2014 atand September 17, 2014, the ~~time~~Company received gross proceeds of ~~the~~$100,000 ~~bankruptcy~~and ~~filing~~$500,000, orrespectively ~~within two~~and ~~years~~has ~~prior~~recorded financing fees of $18,000 and $52,000, related to ~~that~~this ~~time;~~agreement.

~~3. been~~The ~~subject~~warrants tocan ~~any~~be ~~order,~~exercised ~~judgment~~by paying the price for shares as stipulated by the warrant, or ~~decree~~through cashless exercise, ~~not~~through ~~subsequently~~which ~~reversed,~~the ~~suspended~~purchaser orwill ~~vacated,~~be ofissued ~~any~~a ~~court~~number of ~~competent~~shares ~~jurisdiction or~~equal ~~federal~~to orthe ~~state~~number ~~authority,~~of ~~permanently~~warrant orshares ~~temporarily~~applied ~~enjoining,~~to ~~barring,~~the ~~suspending~~subject orexercise ~~otherwise~~multiplied ~~limiting,~~by ~~his~~the ~~involvement in~~current ~~any~~market ~~type~~price on the date of ~~business,~~conversion ~~securities,~~minus ~~futures,~~the ~~commodities,~~exercise ~~investment,~~price ~~banking,~~on ~~savings~~that ~~and~~date. ~~loan,~~This ortotal ~~insurance~~is ~~activities,~~then ~~or to~~divided by the current market price on the date of conversion. The cashless exercise may only be ~~associated~~exercised ~~with~~after ~~persons~~six ~~engaged~~months inhave ~~any~~passed ~~such~~from ~~activity;~~the original issuance of the warrants.

29The 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.

4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;F-13

~~5. been~~PHOENIX ~~the~~LIFE ~~subject~~SCIENCES ~~of,~~INTERNATIONAL or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orLIMITED

~~6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization~~ (asA ~~defined~~Development inStage ~~Section 3(a~~Company)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Code of~~Financial ~~Ethics~~Statements

~~Our board~~For ~~of directors has not adopted a code of ethics due to~~ the ~~fact~~Year ~~that~~Ended weFebruary ~~presently~~28, only have three directors and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.2019

~~Compliance with~~10. ~~Section 16(a) of the~~ Securities ~~Exchange~~Purchase ~~Act~~Agreement ~~of 1934~~(Continued)

~~Our common~~The ~~stock~~Company ishas ~~not~~agreed ~~registered~~to ~~pursuant~~pay a flat $20,000 to ~~Section~~YP 12Holdings, ofLLC ~~the~~to ~~Securities~~reimburse ~~Exchange~~them ~~Act~~for ofthe ~~1934,~~fees asand ~~amended~~expenses ~~(the~~incurred ~~“Exchange Act”).~~by ~~Accordingly,~~it ~~our~~in ~~officers,~~connection ~~directors,~~with ~~and~~its ~~principal~~due ~~stockholders~~diligence ~~are~~review ~~not~~of ~~subject~~the toCompany and the ~~beneficial~~preparation, ~~ownership~~negotiation, ~~reporting requirements~~executive, ofdelivery ~~Section~~and ~~16(a)~~performance of the ~~Exchange Act~~agreement.

~~Indemnification~~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.

~~Insofar as~~Should ~~indemnification~~the ~~for~~Company ~~liabilities~~fail ~~arising~~to ~~under~~comply with the ~~Securities~~registration ~~Act~~rights ~~may~~agreement, bethe ~~permitted~~Company agrees to ~~directors~~pay liquidated damages to YP Holdings, ~~officers~~LLC ~~and~~equal ~~controlling~~to ~~persons~~ 3% of the ~~Company~~purchase asprice ~~provided~~of in the ~~foregoing~~common ~~provisions,~~shares orpaid ~~otherwise,~~by the ~~Company~~purchaser ~~has~~for ~~been~~the ~~advised~~first ~~that~~30 inday ~~the~~period, ~~opinion~~and 2% of ~~the SEC~~ such ~~indemnification~~purchase isprice ~~against~~for ~~public~~each ~~policy~~subsequent as30 ~~expressed~~day inperiod. ~~the~~These ~~Securities~~payments ~~Act~~are ~~and~~payable ~~is,~~upon ~~therefore,~~demand ~~unenforceable~~in cash.

~~In the~~Pursuant ~~event~~to ~~that~~the aregistration ~~claim~~rights ~~for indemnification against such liabilities~~agreement, ~~other than~~ the ~~payment by the~~ Company ofagreed ~~expenses~~to ~~incurred or~~several ~~paid~~lock-up byagreements abetween ~~director,~~itself ~~officer~~and orfour ~~controlling~~shareholders ~~person~~ of the Company: inPhoenix ~~the~~Bio ~~successful~~Pharmaceuticals ~~defense~~Corporation, ofRonald ~~any~~Lusk, ~~action~~Lewis Humer, ~~suit~~and orCaduceus ~~proceeding, is~~Industries ~~asserted~~LLC. byUnder ~~such~~these ~~director~~agreements, ~~officer~~each orshareholder ~~controlling~~has ~~person~~agreed inthat ~~connection~~they ~~with~~will ~~the~~not ~~securities~~offer, ~~being~~pledge, ~~registered~~sell, ~~the~~contract ~~Company~~to ~~will~~sell, ~~unless~~ ingrant ~~the~~any ~~opinion~~options offor ~~its~~sale ~~counsel~~or ~~the~~transfer, ~~matter~~distribute ~~has~~or ~~been~~dispose ~~settled~~of, bydirectly ~~controlling~~or ~~precedent~~indirectly, ~~submit~~any toshares ~~a court~~ of ~~appropriate jurisdiction~~ the ~~question~~Company ~~whether~~for ~~such~~a ~~indemnification~~90 byday itperiod isfollowing ~~against public policy as expressed in~~ the ~~Securities~~date ~~Act~~that ~~and will be governed by~~ the ~~final~~registration ~~adjudication~~statement ofis ~~such~~declared ~~issue~~effective.

30On 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.

~~INDEMNIFICATION OF~~A ~~OFFICERS~~settlement ORhas ~~PERSONS~~been ~~CONTROLLING~~reached ~~THE~~in ~~COMPANY~~respect ~~FOR~~of ~~LIABILITIES~~this ~~ARISING~~liability. ~~UNDER~~In ~~THE~~exchange ~~SECURITIES~~for ~~ACT~~500,600 OFcommon ~~1933~~shares, IS995,600 ~~HELD~~Series TOC BEPreferred ~~AGAINST PUBLIC~~Shares ~~POLICY~~were BYreturn ~~THE~~to ~~SECURITIES~~us ~~AND~~for ~~EXCHANGE~~cancellation ~~COMMISSION~~and ~~AND~~both ISparties ~~THEREFORE~~agreed ~~UNENFORCEABLE~~that there were no further obligations.

~~Executive Compensation~~11. Subsequent Events

~~The particulars~~On ofApril ~~the~~2, ~~compensation~~2019, ~~paid~~we toissued ~~the~~151,216 ~~following~~common ~~persons:~~stock shares for cash consideration.

~~(a) principal~~On ~~executive~~April ~~officer;~~25, 2019, we issued 100,000 common stock shares for cash consideration.

~~(b)~~On ~~each~~May 1, 2019, we signed a Memorandum of ~~our~~Understanding ~~two~~with ~~most~~the ~~highly~~Ministry ~~compensated~~of ~~executive~~Health ~~officers~~on ~~who~~behalf ~~were~~of ~~serving~~The asRepublic ~~executive~~of ~~officers at~~Vanuatu for the ~~end~~purposes of establishing a public-private partnership for the ~~years~~health ~~our~~and ~~ended~~well-being ~~February~~of 28Ni-Vanuatu people, ~~2018~~further the Memorandum of Understanding provides for Phoenix Life to have a 25 year exclusive contract for the supply of diabetes management and ~~February~~the 28supply of Phoenix Metabolic to the countries estimated 50,000 ~~2015;~~diabetics. Based solely upon a charge rate of $25 per patient per month, this agreement would provide Phoenix Life with the potential of $300 million US dollars in revenue and reduction in excise duty. Due to the material risks disclosed herein and whether we have sufficient funding to accomplish our operational goals, there are absolutely no assurances that we will attain that level of revenues. The agreement further provides for the issuance of production and distribution licensing for Phoenix Life to produce in Vanuatu and distribute around the world both generic medical cannabis products for doctors’ prescription and for Phoenix Life’s products that are approved for specifically treating specific diseases. Lastly the agreement provides a fast track clinical development program, including building a national network of community clinics and dispensing pharmacies throughout the Republic of Vanuatu.

~~(c) up~~On toMay two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended February 289, ~~2018 and February 28~~2019, ~~2014, who~~ we ~~will~~issued ~~collectively refer~~155,452 tocommon asstock ~~the named executive officers of the Company~~shares, ~~are~~which ~~set~~included ~~out in the following summary compensation table~~17,929 ~~except~~common ~~that no~~stock ~~disclosure~~shares isissued ~~provided~~ for ~~any~~cash ~~named~~consideration ~~executive~~and ~~officer~~137,523 ~~other~~common ~~than~~stock ~~our~~shares ~~principal~~as ~~executive~~compensation ~~officers,~~for ~~whose~~services ~~total~~rendered ~~compensation did~~in ~~not~~reliance ~~exceed~~of ~~$100,000~~Section ~~for~~4(a)(2) of the ~~respective~~Securities ~~fiscal year:~~Act.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Lewis “Spike” Humer	2018	—	—	—	—	—	—	—	—
Interim CEO	2017	—	—	—	—	—	—	—	—
Russell Stone	2018	—	—	—	—	—	—	—	—
COO, former CEO and interim CFO (3)	2017	—	—	—	—	—	—	—	—

On May 24, 2019, we issued 126,990 common stock shares which included 112,590 common stock shares for cash consideration and 14,400 common stock shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act.

~~(1) Lewis Humer was appointed as an officer on July 8, 2015~~F-14

~~(2)~~PHOENIX ~~Russell~~LIFE ~~Stone~~SCIENCES ~~was~~INTERNATIONAL ~~appointed as an officer on September 17, 2014.~~LIMITED

~~Narrative Disclosure~~(A toDevelopment ~~Summary~~Stage ~~Compensation Table~~Company)

~~Other than~~Financial described below, there are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.Statements

~~Stock Option~~For ~~Plan~~the Year Ended February 28, 2019

~~On June 9, 2014, the board of directors approved the 2014 Stock Awards Plan pursuant to which up to 10,000,000 common shares are authorized for issuance~~11. AsSubsequent atEvents ~~February 28, 2018 there were no options on issues.~~(Continued)

~~Outstanding Equity~~On ~~Awards~~May 30, 2019, we signed a Memorandum of Understanding with the Ministry of Agriculture on behalf of The Republic of Vanuatu for the purposes of establishing a public-private partnership to establish the terms and conditions under which the Republic of Vanuatu shall provide at ~~Fiscal~~least ~~Year~~5,000 ~~End~~acres of land on the Island of Espiritu Santo for the exclusive use of the Company for large scale cultivation of medical cannabis over a seventy-five (75) year period. We will be granted a license by the Government for the cultivation, processing, extraction and pharmaceutical production of medical cannabis and in exchange we will pay the Republic of Vanuatu ten (10) percent of net revenue earned through the use of this land and license.

~~Nil~~On May 30, 2019, we signed a Memorandum of Understanding with the Ministry of Agriculture on behalf of The Republic of Vanuatu for the purposes to establish the terms and conditions under which the Company will be permitted (1) to establish and operate a plant quarantine facility on the site of the Vanuatu Agricultural Research and Technical Centre (VARTC); (2) to perform medical cannabis research at the VARTC facility; and (3) to present a medical cannabis training curriculum for the Vanuatu Agricultural College.

31On June 17, 2019 we entered into a 10% Convertible Promissory Note (the “Note”) for the Principal Sum of $220,000 by and between the Company and Harbor Gates Capital, LLC (the “Holder”). For value received, the Company hereby promises to pay to the order of Harbor Gates Capital, LLC or its registered assigns or successors-in-interest (the “Holder”) the Principal Sum of $220,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein have not been repaid or converted into the Company's common stock (the “Common Stock”), in accordance with the terms of the Note.

~~Option Exercises~~As an investment incentive, the Company will issue to the Holder 5,000 common stock shares as restricted Incentive Shares (the “Origination Shares”), which shares shall be issued in the Holder’s name within 10 Trading Days of the Date of Execution. “Conversion Price” of the Note shall be equal to 70% of the lowest trading price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note.

~~During our fiscal year ended February 28, 2018 there were no options exercised by our named officers.~~Repayment

~~Compensation of~~(a)The ~~Directors~~Company may pay this Note, in whole or in part, in cash or in other good funds, according to the following schedule:

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Days Since Effective Date	Payment Amount
Under 90	120% of Principal Amount so paid
91-180	130% of Principal Amount so paid

~~We have~~(b)After ~~determined~~180 ~~that~~days ~~none~~from ofthe ~~our~~Effective ~~directors~~Date, ~~are~~the ~~independent~~Company ~~directors~~may not pay this Note, asin ~~that~~whole ~~term~~or isin ~~used~~part, in ~~Item~~cash ~~7(d)(3)(iv)(B)~~or ofin ~~Schedule 14A~~other ~~under~~good ~~the~~funds, ~~Securities~~without ~~Exchange~~prior ~~Act~~written ofconsent ~~1934~~from Holder, aswhich ~~amended~~consent may be withheld, ~~and~~delayed, asdenied, ~~defined~~or byconditioned ~~Rule~~in ~~4200(a)(15)~~Holder’s ofsole ~~the~~and ~~NASDAQ~~absolute ~~Marketplace Rules~~discretion.

~~Pension~~On June 24, ~~Retirement~~ or2019, ~~Similar~~we ~~Benefit~~issued ~~Plans~~28,500 common stock shares which included 13,500 common stock shares for cash consideration and 15,000 common stock shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act.

~~There are~~On noJune ~~arrangements~~24, or2019, ~~plans~~the inBoard ~~which~~of weDirectors ~~provide~~granted ~~pension,~~Martin ~~retirement~~Tindall ora ~~similar~~temporary ~~benefits~~leave ~~for~~of ~~directors~~absence orfrom ~~executive~~his ~~officers. We~~position ~~have~~as noChief ~~material~~Executive ~~bonus~~Officer orand ~~profit~~Director ~~sharing~~of ~~plans~~the ~~pursuant~~Company to ~~which~~address ~~cash~~certain orunforeseen ~~non-cash~~personal ~~compensation~~issues. isConcurrently, orthe ~~may~~Company’s beBoard ~~paid~~of toDirectors ~~our~~appointed ~~directors or~~Janelle ~~executive~~Marsden, ~~officers~~the Company’s Managing Director, ~~except~~to ~~that~~the ~~stock~~role ~~options~~of ~~may~~Interim beChief ~~granted~~Executive atOfficer ~~the~~until ~~discretion~~such oftime as Mr. Tindall is able to resume his position, or the ~~board~~Board of ~~directors~~Directors orappoints aan ~~committee~~alternate ~~thereof~~Chief Executive Officer.

~~Indebtedness~~ Subsequently on July 11, 2019, the Board of Directors confirmed that Martin Tindall had been arrested and charged with securities fraud in the State of Colorado. Following research by counsel, ~~Senior~~the ~~Officers~~Company determined that the charges predated Mr. Tindall’s activities with the Company, and that none of charges were directly related to his activities with the Company. However, due to the nature of the charges, the Board of Directors publicly confirmed that Martin Tindall was placed on indefinite, unpaid suspension from his position as Chief Executive ~~Officers~~Officer and ~~Other~~removed ~~Management~~any and all authorities given to him by the Company. Concurrently, the Company’s Board of Directors appointed Janelle Marsden, to the role of Chief Executive Officer.

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.F-15

~~Item 12.~~PHOENIX ~~Security~~LIFE ~~Ownership~~SCIENCES ofINTERNATIONAL ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~LIMITED

~~Security Ownership~~(A ofDevelopment ~~Management~~Stage Company)

~~The following~~Financial table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 15, 2015, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding common shares. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.Statements

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1) (#)		Percent of Class(2) (%)
Russell G. Stone (3)	0 Direct		0.00%
2011 Ken Pratt Boulevard, Suite 210	16 Indirect		0.05%
Longmont, CO 80122
Lewis “Spike” Humer (4) (5) (6)	83 Direct		0.24%
2011 Ken Pratt Boulevard, Suite 210	1,500 Indirect		4.39%
Longmont, CO 80122
All officers and Directors as	83 Direct		0.24%
a Group (2 persons)	1,516 Indirect		4.44%
5% or more shareholders
Martin Tindall (5) (7)	1,823 Indirect		5.33%
c/o Kronos International Investments
2011 Ken Pratt Boulevard, Suite 210
Longmont, CO 80501
Typenex Corp. (8)	3,104 Direct	9.08%
303 E Wacker Dr Suite 1040 Chicago Illinois 60601
YP Holdings, LLC (9)	1,795 Direct		5.25%
6002 Costera Lane
Dallas, TX 75248
Cede & Co. (10)	20,953 Indirect		61.32%
55 Water Street
New York, NY 10041
CV Sciences, Inc. (11)	4,236 Direct		12.40%
2688 S Rainbow Boulevard
Las Vegas, NV 89146

For the Year Ended February 28, 2019

11. Subsequent Events (Continued) 32

~~(1)~~On ~~The~~July ~~number~~23, ~~and~~2019, ~~percentage~~we ofissued ~~shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules~~92,690 ~~beneficial~~common ~~ownership includes any~~ shares ~~as to~~ which ~~the~~included ~~individual~~40,690 ~~has~~for ~~sole~~cash orconsideration ~~shared voting power or investment power~~ and ~~also~~52,000 any shares that the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all common shares ~~shown~~ as ~~beneficially~~compensation ~~owned~~for byservices ~~them,~~rendered ~~subject~~in toreliance ~~community~~of ~~property~~Section ~~laws~~4(a)(2) ~~where~~of ~~applicable and~~ the ~~information~~Securities ~~contained in the footnotes to this table~~Act.

~~(2)~~On ~~Based~~August on5, 342019,~~171~~ ~~issued~~Michael ~~and~~Gobel ~~outstanding~~resigned ~~common shares~~ as Director of ~~February~~the 28Company, ~~2018~~due to other work commitments.

~~(3)~~In ~~Russell~~August G.it ~~Stone~~was isdetermined, anafter ~~officer~~inquiries ~~and a director~~ of ~~the~~solicitors ~~Company.~~in ~~Includes~~Vanuatu ~~indirect~~and ~~ownership~~Australia, ofthat 222,500,000 common shares ~~held~~had bybeen ~~Mr.~~issued ~~Stone’s~~erroneously, ~~spouse~~consequently ~~and~~the 14Board ~~common~~of ~~shares~~Directors ~~held~~cancelled ~~indirectly~~these by22,500,000 ~~Mr.~~common ~~Stone through a trust~~shares.

~~(4)~~On ~~Lewis~~August 22, 2019, we issued 40,000 Series B Preferred Shares (the “~~Spike~~Preferred Shares”) ~~Humer~~to isentities aassociated ~~director~~with each of the ~~Company.~~five ~~Includes~~members ~~direct~~of ~~ownership~~a Special Committee composed of 83our ~~common~~Board ~~shares~~Members and ~~indirect~~Stacey ~~ownership~~Jenkins, and not including Martin Tindall, that are convertible into a total of 120,~~500~~000,000 common stock shares. ~~held~~The by20,000,000 ~~Caduceus~~common (1stock shares that may be converted from the Preferred Shares constitutes 65.06% of our 30,~~500)~~739,730 outstanding shares upon conversion, which shares are subject to a 12 months lockup and resale restriction of shares per financial quarter.

(On August 27, 2019, pursuant to provision 4.5) ~~Caduceus~~of ~~Industries~~our ~~Ltd~~bylaws isand ~~controlled~~a byBoard ~~Phoenix~~meeting ~~Pharms~~of ~~Capital~~that ~~Corporation~~same date, our Board permanently removed Martin Tindall as our Chief Executive Officer and/or any other of our officer positions or that of our subsidiaries.

~~(6)~~On ~~Lewis~~August ~~“Spike”~~27, ~~Humer~~2019, aour ~~director~~Board of ~~the~~Directors ~~Company,~~adopted isthe ~~also~~following: ~~an officer and a director Phoenix Bio Pharmaceuticals Corporation and Phoenix Pharms Capital Corporation.~~

~~(7) Martin Tindall, an officer of Kronos International Investments and~~ a director and officer of Phoenix Pharms Capital Corporation, and a director and promoter of Phoenix Bio Pharmaceuticals. Includes indirect ownership of 1,823 common shares held by Kronos International Investments (323)Audit ~~and~~Committee ~~Caduceus (1,500).~~Charter

33b)Nominating Committee Charter

(8c)Compensation ~~Typenex~~Committee ~~Corp. an unrelated party, holds 3,104 share of common stock having exercised its conversion rights on its note payable.~~Charter

(9d)Code ~~YP Holdings, LLC is owned by Michael Yurkowsky, an unrelated party. Includes 1,795 shares~~ of ~~common stock.~~Ethics

~~(10~~e)Insider ~~Cede~~Trading ~~& Co holds 20,953 shares of common stock for various parties.~~Policy

~~(11)~~On CVAugust ~~Sciences~~27, ~~Inc.~~2019, ~~(formerly~~our ~~Cannavest~~Board ~~Corporation),~~of anDirectors ~~unrelated~~appointed ~~party,~~the ~~holds~~following 4Board Members to our Audit Committee,~~236~~ ~~shares~~Compensation ofCommittee, ~~common~~and ~~stock.~~Nominating Committee:

~~Changes in~~Audit ~~Control~~Committee

~~Other than~~Lewis as disclosed, we are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.Humer

~~Item 13.~~Geoff ~~Certain~~Boynton ~~Relationships and Related Transactions, and Director Independence~~

~~Except as~~Compensation disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended February 28, 2016, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.Committee

~~Martin Tindall~~Lewis Humer

~~Mr. Martin~~Stephen 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.Cornford

~~Phoenix Pharms~~Nominating ~~Capital Corporation~~ Committee

~~Related Party~~Lewis ~~Loan:~~Humer On September 18, 2014, the Company advanced Phoenix Pharms a total of $85,000 as a short term loan. The loan bears a simple interest rate of 8% and was due and payable on November 30, 2014. As of February 29, 2016 principal and interest outstanding on this related party note total $53,492. As of February 28, 2018 principal and interest outstanding on this related party note total $39,892.

~~Russell Stone:~~Janelle ~~Mr. Russell Stone, the Company’s Chief Operating Officer, holds approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation indirectly through a trust.~~Marsden

~~Lewis “Spike”~~On ~~Humer:~~August 27, 2019, we issued 22,667 common shares which included 7,667 for settlement consideration and 15,000 common shares as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act.

~~Mr. Humer,~~On aNovember ~~director~~11, ~~of the Company and interim Chief Executive Officer~~2019, ~~also~~Constantine ~~serves as CEO~~ and aSuzanne ~~director~~Makris ofwere ~~Phoenix~~granted ~~Bio Pharmaceuticals and CEO and~~ a ~~director~~default ofjudgement ~~Phoenix~~against ~~Pharms Capital Corporation. As of August 2014,~~ the Company ~~engaged~~for ~~Mr.~~$165,000 ~~Humer~~plus ~~as a consultant at a rate of~~ $16,~~500~~957.76 ~~per~~in ~~week~~costs toagainst ~~assist~~ the Company ~~with its operations~~. As ofat February 28, ~~2015,~~2019 ~~the~~had ~~Company has paid Mr. Humer $19,000 and has accrued~~ a ~~related~~recorded ~~party~~liability ~~payable to Mr. Humer~~ of $27365,000. ~~During~~and ~~the~~subsequently ~~year from March 1, 2015 to February 29, 2016, a further~~ $81200,000 was ~~accrued to Mr~~paid. ~~Humer. There were no further accruals from March 1, 2016 to February 28, 2018.~~

34F-16

~~Director Independence~~PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

~~There were~~(A ~~two~~Development ~~directors~~Stage ~~prior to 2018. We have determined that no director, is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a~~Company)~~(15).~~

~~We do~~Financial not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development. This will be reviewed in fiscal 2020.Statements

~~Lock-up Agreements~~For the Year Ended February 28, 2019

~~Pursuant to~~12. ~~the~~Commitments ~~registration rights agreement between the Company~~ and YP Holdings, LLC, 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.Contingencies

~~Item 14.~~Pursuant ~~Principal~~to ~~Accountant~~Chief ~~Fees~~Executive Officer Marsden’s investigation, she learned that on October 29, 2018, Gauntlet Holdings, LLC (“Gauntlet”) and ~~Services~~NMS Capital Advisors, LLC (“NMS”) filed a lawsuit against us and our then Chief Executive Officer, Martin Tindall, for breach of contract and fraudulent misrepresentation in connection with an alleged default upon a Secured Promissory Note (Gauntlet Holdings, LLC et al vs. Kronos International, Phoenix Life Sciences International Limited, Medijane Holdings, Martin Tindall, Vincent Coviello, Superior Court of California, Los Angeles-Central District) (the “Gauntlet Litigation”). Then Chief Executive Officer Martin Tindall failed to disclose the Gauntlet litigation to our Board of Directors or our management. As at February 28, 2019, the Company had a recorded liability of $100,000 to Gauntlet Holdings.

~~The aggregate~~Pursuant ~~fees~~to ~~billed~~Chief ~~for~~Executive ~~the~~Officer ~~most~~Marsden’s ~~recently~~investigation, ~~completed~~she ~~fiscal~~discovered ~~years~~that ~~ended~~on ~~February~~January 2830, ~~2018~~2019, ~~and~~Terrence ~~February~~Roderick ~~28,~~Hannam ~~2017~~filed a lawsuit against us for ~~professional services~~breach ~~rendered~~of bycontract ~~the~~in ~~principal~~connection ~~accountant~~with ~~for~~an ~~the~~agreement ~~audit~~that we would acquire all shares of ~~our~~Silver ~~annual~~Holdings, ~~financial~~Ltd. ~~statements~~(Terrence ~~and~~Roderick ~~review~~Hannam v. Phoenix Life Sciences International, Limited, Civil Case No. A7 of ~~the~~2019, ~~financial~~Supreme ~~statements included~~Court inof ~~our~~Republic ~~quarterly~~of ~~reports~~Vanuatu. on”). ~~Form~~Then ~~10-Q~~Chief ~~and~~Executive ~~services~~Officer ~~that~~Martin ~~are~~Tindall ~~normally~~failed ~~provided~~to bydisclose the ~~accountant~~Hannam inLitigation ~~connection~~to ~~with~~our ~~statutory and~~Board ~~regulatory~~or ~~filings~~our ormanagement. ~~engagements~~We ~~for~~have ~~these~~filed ~~fiscal~~a ~~periods~~Motion ~~were~~to asDismiss ~~follows:~~regarding this litigation.

	Year Ended February 28, 2018		Year Ended February 28, 2017
Audit fees	$	Nil	$	31,475
Audit-related fees	$	Nil	$	Nil
Tax fees	$	Nil	$	Nil
All other fees	$	Nil	$	Nil
Total	$	Nil	$	31,475

F-17

~~Our board~~Item ~~of directors pre-approves all services provided by our independent auditors~~9. ~~All~~Changes ofin ~~the~~and ~~above~~Disagreements ~~services~~with ~~and~~Accountants ~~fees~~on ~~were~~Accounting ~~reviewed~~ and ~~approved~~Financial ~~by the board of directors either before or after the respective services were rendered.~~Disclosure

35On September 21, 2016, the Board of Directors approved the engagement of BMKR, LLP to provide auditing services on a prospective basis, and to perform a full audit of the Company’s books and records for the years ended February 29, 2016, February 28, 2017, February 28, 2018 and February 28, 2019.

~~Our board~~Item of9A. ~~directors~~Controls ~~has considered the nature~~ and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.Procedures

~~PART IV~~Disclosure Controls and Procedures

~~Item~~ We maintain disclosure controls and procedures, as defined in Rule 13a-15.(e) ~~Exhibits~~promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), ~~Financial~~that ~~Statement~~are ~~Schedules~~designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

(a)	Financial Statements
	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.3	Certificate of Amendment filed May 2, 2010 (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.4	Certificate of Amendment filed July 20, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2011)
3.5*	Certificate of Amendment filed May 30, 2013 (Incorporated by reference to our Current Report on Form 8-K filed on June 5, 2013)
(10)	Material Contracts
10.1	Form of Subscription Agreement (incorporated by reference to our Amended Registration statement on Form S-1/A filed on July 12, 2010)
10.2	Investor Relations Agreement between our company and LiveCall Investor Relations Company dated April 28, 2011 (incorporated by reference to our Annual Report on Form 10-K filed on June 14, 2011)
10.3	Participation Agreement between our company and Buckeye Exploration Company dated May 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on May 16, 2011)
10.4	Participation Agreement between our company and Premier Operating Company dated May 31, 2011 (incorporated by reference to our Current Report on Form 8-K filed on June 8, 2011)
10.5	Convertible Note between our company and Exchequer Finance Inc. dated March 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on March 23, 2012)
10.6	Stock Purchase Agreement (incorporated by reference to our Current Report on Form 8-K filed on March 6, 2014)
10.7	License Agreement with Phoenix Bio Pharmaceutical Corporation (incorporated by reference to our Current Report on Form 8-K filed on May 20, 2014)

Management’s Report on Internal Control Over Financial Reporting

36Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

*Filed herewithUnder the supervision and with the participation of management, including the chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

**Furnished herewith.A ~~Pursuant~~material toweakness ~~Rule~~is ~~406T~~a ofdeficiency, ~~Regulation~~or ~~S-T~~combination of deficiencies, ~~the~~in ~~Interactive~~internal ~~Data~~control ~~Files~~over onfinancial ~~Exhibit~~reporting, ~~101~~such ~~hereto~~that ~~are~~there ~~deemed~~is ~~not~~a ~~filed~~reasonable orpossibility ~~part~~ that a material misstatement of ~~any~~the ~~registration~~Company’s ~~statement~~annual or ~~prospectus~~interim ~~for~~financial ~~purposes~~statements ofwill ~~Sections~~not 11be prevented or 12detected on a timely basis. In its assessment of the ~~Securities~~effectiveness ~~Act~~ of ~~1933,~~internal ~~are~~control ~~deemed~~over ~~not~~financial ~~filed for~~reporting ~~purposes~~as of ~~Section~~February 1828, of2019, the ~~Securities~~Company ~~and~~determined ~~Exchange~~that ~~Act~~there ofwere ~~1934,~~control ~~and~~deficiencies ~~otherwise~~that ~~are~~constituted ~~not~~material ~~subject~~weaknesses, toas ~~liability~~described ~~under those sections~~below.

1.We did not maintain appropriate cash controls 37– As of February 28, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

~~SIGNATURES~~2.We did not implement appropriate information technology controls – As at February 28, 2019, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

~~In accordance~~3.We ~~with~~now ~~Section~~have 13internal orpersonnel ~~15(d)~~who ofhave ~~the~~knowledge ~~Exchange~~of ~~Act,~~United ~~the~~States ~~Company~~Generally ~~caused~~Accepted ~~this~~Accounting ~~report to be signed on its behalf by the undersigned, thereunto duly authorized~~Principles.

~~PHOENIX LIFE~~Accordingly, ~~SCIENCES~~the ~~INTERNATIONAL~~Company ~~LIMITED~~concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

/s/Martin H. Tindall		Dated April 19, 2019
Martin H. Tindall
Chief Executive Officer

~~Pursuant to~~As ~~the~~a ~~requirements~~result of the ~~Securities~~material ~~Exchange~~weaknesses ~~Act~~described ~~of 1934~~above, ~~this~~management ~~report~~ has ~~been~~concluded ~~signed~~that ~~below~~the byCompany ~~the~~did ~~following~~not ~~persons~~maintain oneffective ~~behalf of~~internal ~~the~~control ~~Company~~over ~~and~~financial inreporting ~~the~~as ~~capacities~~of ~~and~~February 28, 2019 based on ~~the~~criteria ~~dates~~established ~~indicated~~in Internal Control—Integrated Framework issued by COSO.

/s/Lewis “Spike” Humer		Dated April 19, 2019
Lewis “Spike” Humer
Director

Changes in Internal Control over Financial Reporting

/s/Martin H. Tindall		Dated April 19, 2019
Martin H. Tindall
Chief Executive Officer
Director

There have been some changes in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of February 28, 2019, that occurred during our fourth fiscal quarter which has strengthened our internal control over financial reporting.

38This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Continuing Remediation Efforts to address deficiencies in the Company’s Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.Our board of directors nominated an audit committee on August 27, 2019.

2.We have appointed additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers and Corporate Governance

Directors and Executive Officers

Name	Position Held with the Company	Age	Date First Elected or Appointed
Lewis "Spike" Humer	Director, Chairman	61	April 25, 2014
Martin Tindall	Chief Executive Officer	47	October 3, 2018
Janelle Marsden	Managing Director	45	October 3, 2018
Geoffrey Boynton	Director, Chief Financial Officer, Secretary	61	October 3, 2018
Stephen Cornford	Director	59	October 3, 2018
Michael Gobel	Director	54	February 20, 2019

On August 27, 2019 the Board of Directors appointed nominating, audit and compensation committees.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of the Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Lewis “Spike” Humer – Age 61. Director. On April 25, 2014, Lewis “Spike” Humer was appointed as a director of the Company and Chairman of the Board. Since February 2014, Mr. Humer served as Chief Executive Officer and a director of Phoenix Pharms Capital Corporation, Chief Executive Officer and a director of Phoenix Bio-Pharmaceuticals, and a director of Phoenix Pharms, Inc. From 2004 to joining the Phoenix family of companies, Mr. Humer has provided services as an independent keynote speaker, professional trainer, organizational consultant, seminar leader and program facilitator.

Martin Tindall – Age 47. Former Chief Executive Officer. On October 3, 2018 following the merger of Phoenix Life Sciences International Limited (Canada) with the Company, Martin Tindall was appointed to the Board as Chief Executive Officer. However, he was stood down as Chief Executive Officer in June 2019 and subsequently removed from that position in July 2019. Tindall has an extensive career in large scale organizational change. His career focus has been in the integration of technology with international trade and finance. Initially trained in accounting and commercial and company law, he has held various roles including Chief Information Officer at Bartercard, Executive Director of Kronos International Investments. Previously, Tindall was an advisor to the Company.

Janelle Marsden – Age 45. Chief Executive Officer. Janelle Marsden was appointed to the Board as Managing Director on October 3, 2018. In June 2019 she was appointed acting Chief Executive Office with that appointment confirmed in July 2019. Marsden has held senior roles across many industry sectors. Trained at a master’s level in construction, architecture and finance, she has been awarded senior roles over the past 20 years in both the public and private sector. Having lived in Australia, U.S. and Italy, Marsden has worked on large scale implementation projects and managed large agriculture developments. Marsden will also directly oversee the infrastructure developments and ensure that Phoenix continues to meet its environmental, financial, timely and quality outcome.

Geoffrey Boynton – Age 61. Director, Chief Financial Officer, Secretary. Geoffrey Boynton was appointed a Director on October 3, 2018. Boynton has worked as a CFO for more than 20 years across a range of industries including horticulture and health care and is trained in both science and business. He has also had experience in mergers and acquisitions and been involved in a number of IPO’s and secondary raisings.

Stephen Cornford – Age 59. Director. Stephen Cornford was appointed a Director on October 3, 2018. Cornford has had a career for over 30 years in finance and investment. His previous roles allow him to ensure that the financial audit and compliance requirements are met. Cornford is based in Australia and has held positions at Chief Executive Officer, most recently of Austlend Financial Solutions.

Michael Gobel – Age 54. Director. Michael Gobel was appointed to a Director on February 20, 2019. Gobel has a long and distinguished background in corporate finance and was previously the chairman of a regional Australian bank, Hume Bank. He remains a director of Hume Bank and is currently deputy chairman. He previously was the Director of Investment Attraction for the Wodonga City Council, providing strategic advice to the Councilors and the CEO on economic development and major projects. He remains a part-time consultant to the Wodonga City Council.

Identification of Significant Employees

We have no significant employees, other than Martin Tindall, director and chief executive officer, Janelle Marsden, managing director and Geoff Boynton, chief financial officer and director.

Family Relationship

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); except that on July 11, 2019 the Board of Directors confirmed that Martin Tindall had been placed on indefinite, unpaid suspension from his position as Chief Executive Officer and removed from any and all authorities given to him by the Company due to criminal proceedings in relation to Securities Fraud in the State of Colorado.

2.had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

4.been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

Our board of directors has adopted a code of ethics on August 27, 2019.

Indemnification

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company as provided in the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)principal executive officer;

(b)each of our two most highly compensated executive officers who were serving as executive officers at the end of the years our ended February 28, 2019 and February 28, 2018; and

(c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended February 28, 2019 and February 28, 2018, who we will collectively refer to as the named executive officers of the Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	($)	All Other Compensation ($)	($)
Lewis “Spike” Humer ⁽¹⁾	2018	-	-	-	-	-	-	-	-
Former CEO	2019	-	-	125,000	-	-	-	-	125,000

Russell Stone, Former COO ⁽²⁾	2018	-	-	-	-	-	-	-	-
	2019	-	-	-	-	-	-	-	-

Martin Tindall, CEO ⁽³⁾	2019	78,400	-	125,000	-	-	-	27,466	230,866

Janelle Marsden, Managing Director ⁽⁴⁾	2019	105,435	-	187,500	-	-	-	-	292,935

Geoffrey Boynton, Director, CFO ⁽⁵⁾	2019	-	-	375,000	-	-	-	-	375,000

(1) Lewis Humer resigned as an officer but remained a Director on October 3, 2018.

(2) Russell Stone resigned as an officer and director on September 22, 2018.

(3) Martin Tindall was appointed Chief Executive Officer on October 3, 2018.

(4) Janelle Marsden was appointed Managing Director on October 3, 2018

(5) Geoffrey Boynton was appointed a Director on October 3, 2018

Narrative Disclosure to Summary Compensation Table

Other than described below, there are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Employment and Consulting Agreements

We have been paying the equivalent of $240,000 to Martin Tindall since September 2018.

Martin Tindall requested us to enter into a three-year employment agreement with Martin Tindall, effective as of March 1, 2019, following completion of a consulting agreement dated January 1, 2018 and interim employment agreement dated September 1, 2018. Under the proposed terms of the agreement, Mr. Tindall will serve as President, CEO, and a member of the Board of Directors. Mr. Tindall’s base salary is to be $360,000 per annum, payable bi-weekly. Mr. Tindall received a signing bonus in the amount of 50,000 Shares. Under the proposed terms of his Agreement, Mr. Tindall shall be entitled to relocation allowance, vehicle and office operation costs of up to $15,000 per month for a period of twelve (12) months. We shall provide full comprehensive travel and health insurance, and in the absence of either, shall bear related costs for healthcare. The agreement contains customary travel provisions, non-competition and termination for cause provisions, however if he is terminated for reasons other than "just cause", or if there is a change in control, the balance of all amounts due and payable under the contract are required to be paid in full. To this date the board has not received this written proposal for review by its compensation committee.

We engaged Janelle Marsden as Managing Director, effective May 2018, Ms. Marsden has been retained month-to-month, while we finalize the final terms of her employment agreement. Although it is anticipated that this will be completed prior to the completion of this offering, no assurance can be made.

On July 20, 2018, we entered into a one-year consulting agreement with Geoffrey Boynton to serve as Chief Financial Officer. The initial term provided for Mr. Boynton to be compensated by way of the issuance of 100,000 common shares

Stock Option Plan

On June 9, 2014, the board of directors approved the 2014 Stock Awards Plan pursuant to which up to 10,000,000 common shares are authorized for issuance. No options were on issue as at February 28, 2019.

Outstanding Equity Awards at Fiscal Year End

None

Option Exercises

During our fiscal year ended February 28, 2019 there were no options exercised by our named officers.

Compensation of Directors

We have agreements for compensating our directors for their services in their capacity as directors with 50,000 common shares awarded to each director, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that following the resignation of Michael Gobel on August 5, 2019, none of our directors is an independent director, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons to file Initial Statements of Ownership via Form 3 and to file reports of ownership and changes in ownership concerning their Shares with the SEC and to furnish us with copies of all Section 16(a) forms they file. We are required to disclose delinquent filings of reports by such persons.

None of our officers and/or directors have filed Forms 3.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of February 28, 2019, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding common shares. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

In August 2019 it was determined, after extensive inquiries of solicitors in Vanuatu and Australia, that 22,500,000 common shares issued to GHI Trustees Pty Ltd ATF Global Health Trust had been issued erroneously, consequently the Board of Directors cancelled these 22,500,000 common shares.

On August 22, 2019, we issued 40,000 Series B Preferred Shares (the “Preferred Shares”) to entities associated with each of the five members of a Special Committee composed of our Board Members and Stacey Jenkins, and not including Martin Tindall, that are convertible into a total of 20,000,000 common stock shares. The 20,000,000 common stock shares that may be converted from the Preferred Shares constitutes 65.06% of our 30,739,730 outstanding shares upon conversion, which shares are subject to a 12 months lockup and resale restriction of shares per financial quarter. We issued the Shares for the service of the foregoing persons on the Special Committee to Lewis Humer, Janelle Marsden, Stephen Cornford, Geoffrey Boynton and Stacey Jenkins or entities associated with these persons.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾ (#)	Percent of Class⁽²⁾ (%)
Lewis "Spike" Humer ⁽³⁾	82 Direct	0.00%
4262 Blue Diamond Road #102-277	511,500 Indirect	.5.07%
Las Vegas, NV, 89139

Martin Tindall ⁽⁴⁾	800,000 Direct	7.93%
4262 Blue Diamond Road #102-277	101,823 Indirect	1.01%
Las Vegas, NV, 89139

Janelle Marsden ⁽⁵⁾	50,000 Direct	0.49%
4262 Blue Diamond Road #102-277	25,000 Indirect	0.25%
Las Vegas, NV, 89139	325,000 Unvested	3.22%

Geoffrey Boynton ⁽⁶⁾	0 Direct	0.00%
4262 Blue Diamond Road #102-277	156,000 Indirect	1.55%
Las Vegas, NV, 89139

Stephen Cornford ⁽⁷⁾	0 Direct	0.00%
4262 Blue Diamond Road #102-277	100,000 Indirect	0.99%
Las Vegas, NV, 89139

Michael Gobel ⁽⁸⁾	50,000 Direct	0.49%
4262 Blue Diamond Road #102-277	0 Indirect	0.00%
Las Vegas, NV, 89139

All officers and Directors as	1,223,582 Direct	12.13%
a Group (6 persons)	894,323 Indirect	8.87%

(1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all common shares shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2) Based on 32,584,582 issued and outstanding common shares as of February 28, 2019.

(3) Lewis “Spike” Humer is a director of the Company. Includes direct ownership of 82 common shares and indirect ownership of 511,500 common shares held by Spike Humer Enterprises (510,000) Caduceus (1,500).

(4) Martin Tindall was the Chief Executive Officer (CEO) of the Company as at February 28, 2019. However, he was stood down in June 2019 as the CEO and subsequently removed as CEO in July 2019. Includes direct ownership of 800,000 common shares and indirect ownership,101,823 common shares which he is a beneficiary and Kronos International Investments (323), and Caduceus (1,500), both of which he is director. Our present Chief Executive Officer, Janelle Marsden, learned that our then Chief Executive Officer Martin Tindall had used an unregistered and unexecuted trust to issue 22,500,000 common stock shares to said Trust (the “Shares”); accordingly, on August 23, 2019, we affected through our transfer agent, the cancellation of the Shares (the “Cancellation”). These figures have been adjusted as if the cancelled shares were not on issue as at February 28, 2019. Through the Cancellation, we have reduced the current number of outstanding shares by 22,500,000 to 10,739,430 outstanding shares, which amount does not include 200,000 Class B Preferred Shares issued to members of the Special Committee that are convertible into 20,000,000 common stock shares as described above in Item 3.02.

(5) Janelle Marsden was the Managing Director of the Company; however, she was appointed acting Chief Executive Officer of the Company when Martin Tindall was stood down from that position in June 2019, subsequently in July 2019 she was confirmed as CEO following the former CEO being removed from that position. Includes direct ownership of 50,000 common shares and indirect ownership 25,000 common shares held by Boszar Superannuation Pty Ltd which she is a director and beneficiary. In addition, Janelle Marsden holds 325,000 shares which have not vested and are subject to performance criteria.

(6) Geoffrey Boynton is a Director of the Company, Chief Financial Officer and Secretary. Includes indirect ownership of 156,000 common shares owned by Trindridge Pty Ltd ATF Boynton Family Trust (150,000), ATF G&K Boynton Superannuation Fund (6,000), which he is a director of the trustee company and a beneficiary of the trust and superannuation fund.

(7) Stephen Cornford is a Director of the Company. Indirect ownership 100,000 common shares Laddford Enterprises Pty Ltd ATF Laddford Service Trust (100,000) which he is a director and beneficiary.

(8) Michael Gobel was a Director of the Company at February 28, 2019. Direct ownership of 50,000 common shares. He resigned as a Director on August 5, 2019.

Changes in Control

Other than as disclosed, we are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended February 28, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Phoenix Pharms Capital Corporation

Related Party Loan: On September 18, 2014, the Company advanced Phoenix Pharms a total of $85,000 as a short-term loan. The loan bears a simple interest rate of 8% and was due and payable on November 30, 2014. As of February 28, 2015, $26,425 of principal has been reduced by cash payment of $15,900 and expense offset of $10,525. As of February 28, 2019, this loan had been extinguished.

Director Independence

Currently there are five Directors, none of who are independent.

Item 14. Principal Accountant Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended February 28, 2018 and February 28, 2019 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


		Year Ended February 28, 2019		Year Ended February 28, 2018
Audit fees	$	37,000	$	16,500
Audit-related fees	$	Nil	$	Nil
Tax fees	$	Nil	$	Nil
All other fees	$	Nil	$	Nil
Total	$	37,000	$	16,500

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)Financial Statements

(1)Financial statements for our company are listed in the index under Item 8 of this document

(2)All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.3		Certificate of Amendment filed May 2, 2010 (incorporated by reference to our Registration Statement on Form S-1 filed on June 3, 2010)
3.4		Certificate of Amendment filed July 20, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2011)
3.5*		Certificate of Amendment filed May 30, 2013 (Incorporated by reference to our Current Report on Form 8-K filed on June 5, 2013)
(10)		Material Contracts
10.1		Form of Subscription Agreement (incorporated by reference to our Amended Registration statement on Form S-1/A filed on July 12, 2010)
10.2		Investor Relations Agreement between our company and LiveCall Investor Relations Company dated April 28, 2011 (incorporated by reference to our Annual Report on Form 10-K filed on June 14, 2011)
10.3		Participation Agreement between our company and Buckeye Exploration Company dated May 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on May 16, 2011)
10.4		Participation Agreement between our company and Premier Operating Company dated May 31, 2011 (incorporated by reference to our Current Report on Form 8-K filed on June 8, 2011)
10.5		Convertible Note between our company and Exchequer Finance Inc. dated March 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on March 23, 2012)
10.6		Stock Purchase Agreement (incorporated by reference to our Current Report on Form 8-K filed on March 6, 2014)
10.7		License Agreement with Phoenix Bio Pharmaceutical Corporation (incorporated by reference to our Current Report on Form 8-K filed on May 20, 2014)
10.8		Agreement with GoKush (incorporated by reference to our Current Report on Form 8-K on May 20, 2014)
(16)		Letter Regarding Change in Certifying Accountant
16.1		Letter from M&K CPAS, PLLC to the Securities and Exchange Commission
16.2		Letter from Goldman Accounting Services CPA, PLLC
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
101**		Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

/s/Janelle L. Marsden	Dated: January 29, 2020
Janelle l. Marsden
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/Janelle L. Marsden	Dated: January 29, 2020
Janelle L. Marsden
Chief Executive Officer
Director

/s/Geoffrey K. Boynton	Dated: January 29, 2020
Geoffrey K. Boynton
Chief Financial Officer
Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/Lewis Humer	Chairman	January 29, 2020
Lewis Humer

/s/Janelle L. Marsden	Chief Executive Officer	January 29, 2020
Janelle L. Marsden

/s/Geoffrey K. Boynton	Chief Financial Officer	January 29, 2020
Geoffrey K. Boynton

/s/Stephen G. Cornford	Director	January 29, 2020
Stephen G. Cornford

Filing Compare · Phoenix Life Sciences International Limited.