UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

~~Current Report~~CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d)

~~of the~~OF ~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ACT

~~July~~November 1116, ~~2019~~2020

Date of Report (Date of Earliest Event Reported)

Phoenix Life Sciences International Limited

(Exact name of registrant as specified in its charter)

Nevada	333-167275	46-0525378
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	3000 Lawrence Street Denver, CO 80205
1810 E Sahara Ave Ste 215, Las Vegas, NV, 89104
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ [ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Phoenix Life Sciences International Limited is referred to herein as the “Company”,“we”, “our”, or “us”.

Explanatory Note

On ~~July~~August 1129, 2019, we filed a Form 8-K report disclosing that ~~on July 8, 2019~~ our Board of Directors (the “Board”) ~~placed~~cancelled ~~Martin Tindall on indefinite~~22,500,000 ~~unpaid~~shares ~~suspension from~~of ~~his~~common ~~position~~stock asof ~~Chief~~the ~~Executive~~Company ~~Officer~~citing ~~and~~that ~~removed~~the ~~him~~then ~~from~~Chief ~~all~~Executive ~~authority~~Officer ~~positions.~~Martin ~~Concurrently,~~Tindall ~~our~~(“Tindall”) ~~Board~~had ~~appointed~~used ~~Janelle Marsden~~an asunregistered ~~our~~and ~~Chief~~unexecuted ~~Executive~~trust ~~Officer.~~to ~~Since~~issue ~~assuming~~22,500,000 ~~her~~common ~~role~~stock asshares ~~Chief~~to ~~Executive~~said ~~Officer,~~Trust ~~Janelle~~(“Trust”). ~~Marsden~~Further ~~has~~in ~~conducted~~the anForm ~~investigation of~~10-K ~~Martin~~filed ~~Tindall’s~~on ~~activities~~April ~~while~~10, he2020, it was ~~our~~stated ~~Chief~~that ~~Executive~~the ~~Officer,~~shares ~~which~~were ~~investigation~~issued ~~is ongoing~~erroneously. ~~Chief~~In ~~Executive Officer~~addition, ~~Janelle~~the ~~Marsden~~Form ~~has~~8-K ~~discovered~~report ~~material~~filed ~~matters~~August ~~previously~~29, ~~unknown~~2019, toincluded ~~our~~disclosure ~~Board or our management~~ that ~~are~~Tindall ~~disclosed~~had ~~herein under~~been ~~Item~~terminated ~~8.01~~as ~~(a)-(c)~~CEO.

On further investigation of new evidence, the 22,500,000 shares were not erroneously issued, but validly issued pursuant to the terms of the original Merger agreement dated September 18, 2018. We further confirm that we have received documentation confirming that the trust was validly executed and the trustee company in good standing.

Unfortunately, the cancellation of the shares triggered a material and irreparable default with respect to the Merger.

To prevent litigation resulting from the material and irreparable default of the Merger and from the termination of Tindall, and to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that may exist against one another, including, but not limited to, any and all claims arising out of or in any way related to the Trust or Tindall’s relationship with or separation from the Company, the Company, the Trust and Tindall have entered into a Settlement Agreement and General Release. Material terms of the Settlement Agreement and General Release are contained herein.

Other corporate actions are disclosed below under Items 3.02, 5.02, 7.01, and (d) under Item 8.01.

~~Item~~Section ~~3.02~~1 – Registrant’s Business and Operations

~~Unregistered~~Item ~~Sales~~1.01 of– ~~Equity~~Entry ~~Securities~~into a Material Definitive Agreement

On ~~August~~November 2216, ~~2019,~~2020 ~~we issued 40,000 Series B Preferred Shares (~~the ~~"Preferred~~Company ~~Shares")~~entered tointo ~~each of the five members of~~ a ~~Special~~Material ~~Committee~~Definitive ~~composed~~Agreement ofwith ~~our~~former ~~Board~~majority ~~Members~~shareholder ~~and~~Global ~~Stacey~~Health ~~Jenkins~~Trust, ~~and~~its ~~not~~corporate ~~including~~trustee ~~Martin~~GHI ~~Tindall,~~Trustees ~~that~~Pty ~~are convertible into a total of 20~~Ltd,~~000,000~~ ~~common~~former ~~stock~~CEO ~~shares. The Special Committee was established on June 26, 2019 to take appropriate corporate actions in connection with~~ Martin Tindall~~'s actions as our officer. The 20~~,~~000,000~~ ~~common~~Phoenix ~~stock~~Life ~~shares~~Sciences ~~(the~~International ~~"20~~Limited ~~Million Shares") that may be converted from the Preferred Shares constitutes 65.06% of our 30,739,730 outstanding shares, which shares are subject the following terms and restrictions:~~ (aVanuatu) ~~the 20 Million Shares are ineligible for conversion for 12 months from the date of issuance, which date of issuance was August 22, 2019;~~ (b)“PLSI at the conclusion of the first year of holding the 20 Million Shares, 25% of such shares may be converted, with an additional 25% available for conversion each quarter thereafter, such that the entirety of such shares may be converted within 24 months of issuance (the "Conversion Blackout"Vanuatu”); ~~(b)~~whereby ~~following~~ the ~~expiration~~company ofagreed ~~the Conversion Backout, no holder of the converted securities may sell more than 10% of the 30 day average daily volume of the common stock for the period ended one trading day prior~~ to ~~the~~certain ~~date~~terms of ~~such~~settlement ~~sale;~~and ~~(c)~~a wegeneral ~~have~~release ~~the right to require the holder~~ of ~~Preferred~~claims. ~~Shares~~The orkey ~~the~~essential ~~Converted~~terms ~~Common Stock to sell such securities back to us at a price~~ of ~~not less than 75% of~~ the ~~ninety~~agreement ~~(90)~~include ~~day~~as average common stock trading price for the period ended one trading day prior to the date of such sale, provided however that we may not compel such sale within thirty (30) days of our most recent filing of Forms 10-K, 10-Q, or 8-K announcing our financial performance. follows;

~~Item~~General 5Terms: A new company (“NewCo”) shall be formed by and owned exclusively by GHI Trustees Pty Ltd, as trustee for the Global Health Trust to replace the former Phoenix Life Sciences International Limited (Canada) that was dissolved as part of the original 18 September 2018 merger.02

~~Departure~~The ofbelow ~~Directors~~assets orwill ~~Certain~~be ~~Officers;~~irrevocably ~~Election of~~transferred ~~Directors;~~and ~~Appointment~~assigned ofto ~~Certain~~NewCo ~~Officers;~~free ~~Compensatory~~and ~~Arrangements~~clear of ~~Certain~~any ~~Officers.~~encumbrance;

OnAll ~~August 27~~ownership, ~~2019,~~rights ~~pursuant to provision 4.5 of our bylaws~~ and aentitlements ~~Board~~to ~~meeting~~PLSI ofVanuatu, ~~that~~its ~~same date~~contracts, ~~our~~agreements ~~Board~~and ~~permanently~~relationships ~~removed~~with ~~Martin~~the ~~Tindall~~Vanuatu asGovernment ~~our Chief Executive Officer~~ and~~/or~~ ~~any~~all ~~other of~~service ~~our~~providers, ~~officer~~irrespective ~~positions or that~~ of ~~our subsidiaries~~geolocation. .

~~Item~~All ~~7.01~~ownership, rights and entitlements to PLSI Canada, PLSI Vanuatu or Company products, internet domains, branding and materials including but not limited to;

~~Regulation~~Trade FDsecrets ~~Disclosure~~and knowhow, and concepts to be patented for the creation of 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 products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance. Each Targeted Treatment Medical Cannabis product designed for doctor prescription is based on different and specific 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 products include;

OnPhoenix ~~August~~Metabolic ~~27,~~– designed ~~2019,~~to ~~our~~maximize ~~Board~~efficacy in the treatment of ~~Directors~~diabetes ~~adopted~~and ~~the~~its ~~following:~~complications through increasing pancreatic function and insulin sensitivity, while improving liver function and reducing neuropathic pain and neuropathy, reducing inflammation and reducing appetite.

~~a) Audit~~Phoenix ~~Committee~~Onco ~~Charter~~– includes ~~(attached~~2 asdifferent ~~Exhibit~~formulations, 99Daytime and Nighttime.1) The Daytime is designed to actively reduce inflammation, stop metastasis and shrink tumors. The Nighttime is designed to affect apoptosis on cancer cells, while providing significant relaxation and sleep function and increased appetite.

~~b) Nominating~~Phoenix ~~Committee~~Auto ~~Charter~~– designed ~~(attached~~to astarget ~~Exhibit~~and 99treat autoimmune diseases, specifically including rheumatoid arthritis, crohns disease and psoriasis.1) Providing pain management, anti-inflammatory and greater regulation of the autoimmune diseases, without compromising the autoimmune functions of the body.

~~c) Compensation~~Phoenix ~~Committee~~Neuro ~~Charter~~– designed ~~(attached~~for asneurological ~~Exhibit~~disorders 99combining neuroprotection, and nerve inflammation reduction.3)

~~d) Code~~Phoenix ofMood ~~Ethics~~– designed ~~(attached~~for astargeting ~~Exhibit~~anxiety 99and other mood disorders, reducing fear response and providing a level of disconnection with anxiety triggers.4)

~~e) Insider~~Generic ~~Trading~~Medical ~~Policy~~Cannabis ~~(attached~~product asdesigned ~~Exhibit~~for ~~99.5)~~doctor prescription is based on different and specific ratios of whole plant cannabinoids extracted from specific plant strains and optimized through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system, including;

OnPhoenix ~~August~~Daytime ~~27,~~– a ~~2019,~~formulation ~~our~~containing ~~Board~~specific ratios of ~~Directors~~cannabidiol ~~appointed~~and ~~the~~tetrahydrocannabinol, ~~following Board~~as ~~Members~~well toas ~~our~~trace ~~Audit~~levels ~~Committee,~~of ~~Compensation~~other ~~Committee,~~cannabinoids and ~~Nominating~~terpenes, ~~Committee:~~for daytime use without impairment.

~~Audit~~Phoenix ~~Committee~~Calm - a formulation containing specific ratios of cannabidiol and tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for anytime use creating the general sense of wellbeing and calmative effect without impairment or too much sedation.

~~Lewis~~Phoenix ~~Humer~~Relax – a formulation containing specific ratios of cannabidiol and tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for anytime use creating the general sense of wellbeing and relaxation with a mid-level of sedation.

~~Geoff~~Phoenix ~~Boynton~~Sleep - containing specific ratios of cannabidiol and cannabinol, as well as trace levels of other cannabinoids and terpenes, for nighttime use. The Sleep product is designed to create soporific sleep.

~~Compensation~~All ~~Committee~~ PLSI Vanuatu payables will be assumed by NewCo.

~~Lewis~~Tindall ~~Humer~~will retain existing liability for Makris and Yang judgements – Totaling approximately $1.2mil

~~Stephen~~Confirmation ~~Cornford~~of obligation of the Company to pay debt of $1.5mil owed to Tindall in the form outstanding wages, outstanding expenses and balance of employment contract.

~~Nominating~~The ~~Committee~~Company, through its Board of Directors, shall file the notice of termination of merger with the Nevada Secretary of State and file a Form 8k with the Securities and Exchange Commission as soon as reasonably practicable confirming the terms of this agreement.

~~Lewis~~The ~~Humer~~Company will, as soon as reasonably practicable, commence any and all actions to complete a rename of the Company and will take appropriate actions to institute a viable business plan and/or a suitable merger candidate. The company will continue to be controlled by the Company Preferred Series B holders.

~~Janelle~~In ~~Marsden~~the event that the Company fails to reach a reorganization plan suitable to Tindall by December 31, 2020, the parties acknowledge that Tindall intends to file bankruptcy proceedings against the Company. This timeline may be extended by mutual consent of the Company and Tindall.

2The Board of Directors of the Company and holders of Preferred Series B Shares (executed as a shareholder meeting and resolution with a waiver of notice), hereby confirm that, the Company and its directors releases NewCo, Trustee, Trust, Shareholder and Tindall, individually and globally, from any claims known or unknown.

~~Item~~NewCo, 8Trustee, Trust, Shareholder and Tindall, individually and globally hereby releases the Company, its Directors and the holders of the Company Preferred Series B shares from any and all claims regarding the default on the merger and share cancellation and for the subsequent issuance of Preferred shares by the Board Members.01

~~Other Events~~Tindall will officially resign as a board member of the Company: the parties acknowledge no actions have been taken on behalf of the Company by Tindall since June 23, 2019, nor has Tindall been provided with participation or voting rights since that time. Further, Tindall has not be provided with any financials or minutes of meetings nor resolutions since such time.

~~(a)~~All ~~Share~~other ~~Cancellation~~transactions relating to the Merger shall be deemed completed, satisfied or otherwise not subject to further settlement.

~~Our~~Item 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”)1.02 ~~Through~~Termination ~~the Cancellation, we have reduced the current number~~ of ~~outstanding~~a ~~shares~~Material byDefinitive 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.Agreement

~~(b)~~Pursuant ~~Gauntlet~~to ~~Holdings~~the ~~Litigation~~terms of the Settlement Agreement and General Release, executed November 16, 2020, the cancellation of the shares as outlined in the Explanatory Note, triggered a material and irreparable default in the terms of the Merger of the Company. The merger is therefore and hereby terminated.

~~Pursuant~~Section to2 ~~Chief Executive~~– Financial Officer Marsden’s investigation, she learned that on October 29, 2018, Gauntlet Holdings, LLC (“Gauntlet”) and NMS Capital Advisors, LLC (“NMS”) filed a lawsuit against us and our then Chief Executive Officer, Martin Tindall and us, 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. On August 29, 2019, we settled the Gauntlet Litigation for payment of 1,000,000 common stock shares each to Gauntlet and NMS, which shares are subject to a leak out agreement providing that Gauntlet and NMS will each sell no more than 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.Information

~~(c)~~Item ~~Terrence~~2.01 ~~Roderick~~Completion ~~Hannam~~of ~~Litigation~~Disposition of Assets

~~Chief~~Pursuant ~~Executive~~to ~~Officer Marsden’s~~the ~~investigation’s~~terms ~~revealed that on January 30, 2019, Terrence Roderick Hannam filed a lawsuit against us for breach~~ of ~~contract~~the inSettlement ~~connection~~Agreement ~~with~~and anGeneral ~~agreement~~Release, ~~that~~executed weNovember ~~would~~16, ~~acquire all shares of Silver Holdings~~2020, ~~Ltd.~~through ~~(Terrence~~the ~~Roderick~~irrevocable ~~Hannam~~transfer v.and ~~Phoenix~~assignment ~~Life~~discussed ~~Sciences International~~herein, ~~Limited,~~the ~~Civil~~Company ~~Case~~as ~~No.~~disposed A7 of ~~2019, Supreme~~the ~~Court~~following ofassets ~~Republic~~clear of ~~Vanuatu.~~any ~~“). Then Chief Executive Officer Martin Tindall failed to disclose the Hamman Litigation to our Board or our management. We have filed a Motion to Dismiss regarding this litigation.~~encumbrance;

~~(d)~~All ~~Arrest~~ownership, ofrights ~~Martin~~and ~~Tindall~~entitlements to PLSI Vanuatu, its contracts, agreements and relationships with the Vanuatu Government and all service providers, irrespective of geolocation.

WeAll ~~have~~ownership, ~~learned~~rights ~~that~~and ~~Martin~~entitlements ~~Tindall,~~to ~~individually~~PLSI Canada, ~~has~~PLSI ~~been arrested~~Vanuatu onor 32Company ~~counts~~products, ofinternet ~~securities~~domains, ~~fraud~~branding inand ~~Boulder,~~materials ~~Colorado.~~including but not limited to;

~~Item~~Trade ~~9.01~~secrets and knowhow, Phoenix Metabolic, Phoenix Onco, Phoenix Auto, Phoenix Neuro,

~~Financial~~Phoenix ~~Statements~~Mood, Phoenix Daytime, Phoenix Calm, Phoenix Relax and ~~Exhibits~~ Phoenix Sleep.

~~(d) Exhibits~~Item 2.02 Results of Operations and Financial Condition

3At this time, the Company has disposed of the majority of its assets and is responsible for an approximate $4.5mil in accounts payable, accrued wages and expenses, judgements and guarantees. The Company has no source of income and its ability to secure financing is uncertain. The Company at this time is insolvent and has ceased all operations.

Exhibit Number	Description
99.1	Audit Committee Charter
99.2	Nominating Committee Charter
99.3	Compensation Committee Charter
99.4	Code of Ethics
99.5	Insider Trading Policy

It is anticipated by the Board that the Company will file for Chapter 11 bankruptcy and create a plant for restructuring, reorganization and reemergence by the end of 2020.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

~~SIGNATURE~~The Board has determined that the Form 10-K filed on April 10, 2020 for the Financial period ending February 28, 2019 can no longer be relied upon. Under the terms of the Settlement and Release agreement, a Form 10-K/A must be filed to correct information that is now inaccurate. This relates to current liabilities, statements regarding the share cancellation and other assets.

~~Pursuant~~Section to5 ~~the~~– Corporate ~~requirements~~Governance ofand ~~the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Management

	Phoenix Life Science International Limited
Date: August 29, 2019	By:	/s/ Janelle Marsden
		Janelle Marsden
		Chief Executive Officer

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Settlement Agreement and General Release, executed November 16, 2020, pursuant to provision 4.5 of our bylaws and a Board meeting of that same date, our Board accepted the resignation of Martin Tindall as a member of the Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holder.

Pursuant to the terms of the Settlement Agreement and General Release, executed November 16, 2020, the Agreement provided that it would be ratified and executed by the holders of the Preferred Series B shares of the Company. The holders of the Series B Preferred Shares, holding voting rights totaling 80million shares, representing 71.4% of the shares entitled to vote, waived notice and upon written consent to action by the majority of shareholders consent to, approve and adopt the Settlement Agreement and General Release.

Item 8.01 Other Events

No other events

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Phoenix Life Science International Limited

Date: November 18, 2020	By	/s/ Lewis “Spike” Humer
		Lewis “Spike” Humer
		Executive Chairman

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