UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~August~~November 3130, 2018

☐

TRANSITION REPORT PURSUANT TO 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 registrant 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
(Address of principal executive offices)		(Zip Code)

(720) 699.7222

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		~~Outstanding as of February 28, 2019~~		Outstanding as of February 28, 2019
Common Stock, $0.001 par value per share			~~32,584,582 shares~~			32,584,582 common shares

Phoenix Life Sciences International Limited

FORM 10-Q

For the Quarter Ended ~~August~~November 3130, 2018

INDEX

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited)	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2325
	Item 4.	Controls and Procedures	2325
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	2427
	Item 1A.	Risk Factors	2427
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427
	Item 3.	Defaults upon Senior Securities	2427
	Item 4.	Mine Safety Disclosures	2427
	Item 5.	Other Information	2427
	Item 6.	Exhibits	2528
SIGNATURE			2629

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 as formerly known as MediJane Holdings, Inc.

~~Item 1. Financial Statements~~ 2

~~Phoenix~~PART ~~Life~~I ~~Sciences~~– ~~International~~FINANCIAL ~~Limited~~ INFORMATION

~~Consolidated Balance~~Item ~~Sheets~~ 1. Financial Statements (unaudited)

	August 31, 2018 $			February 28, 2018 $
	Unaudited			Audited
ASSETS
Cash		652			697
Notes receivable, related party		235,752			235,752
Total Current Assets		236,404			236,449
Total Assets		236,404			236,449
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		518,310			518,310
Due to related parties		742,242			277,219
Derivative liability		638,854			—
Current Liabilities		1,899,406			795,529
Convertible notes payable, net		—			415,581
Derivative liability		—			390,009
Total Liabilities		1,899,406			1,601,119
STOCKHOLDERS’ DEFICIT
Common Stock
Authorized: 990,000,000 common shares, par value of $0.001 per share
Issued and outstanding: 47,571 and 34,171 common shares, respectively		48			34
Issued and outstanding Preferred shares
Series B – 2,000,000		200			200
Series C – 995,600		100			100
Additional paid-in capital		17,921,854			17,785,335
Accumulated deficit during the development stage		(19,585,203	)		(19,150,339	)
Total Stockholders’ Equity (Deficit)		(1,663,002	)		(1,364,670	)
Total Liabilities and Stockholders’ Equity		236,404			236,449

PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

~~(The accompanying~~Consolidated ~~notes~~Balance ~~are an integral part of these financial statements)~~Sheets


	November 30, 2018 $			February 29, 2018 $
		Unaudited			Audited
ASSETS

Cash		6,923			697
Notes receivable, related party		—			235,752
Trade account		299,000
Prepayments		1,525,625			—
Total Current Assets		1,831,548			236,449
Intellectual Property including formulations		6,000,000			—
Total Assets		7,831,548			236,449

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities		933,131			518,310
Due to related parties		352,057			277,219
Current Liabilities		1,285,188			795,529
Convertible notes payable, net		—			415,581
Derivative liability, Typenex Note		—			390,009
Total Liabilities		1,285,188			1,601,119

STOCKHOLDERS’ DEFICIT

Common Stock
Authorized: 990,000,000 common shares, par value of $0.001 per share
Issued and outstanding: 30,810,346 and 34,171 common shares respectively		30,810			34
Issued and outstanding Preferred shares
Series B – 2,000,000		—			200
Series C – 995,600		100			100

Additional paid-in capital		29,959,705			17,785,335

Accumulated deficit during the development stage		(23,444,255	)		(19,150,339	)
Total Stockholders’ Equity (Deficit)		6,546,360			(1,364,670	)
Total Liabilities and Stockholders’ Equity		7,831,548			236,449

~~Phoenix~~(The accompanying notes are an integral ~~Life~~part ~~Sciences~~of ~~International~~these ~~Limited~~ financial statements)

~~Consolidated Statements of Operations - Unaudited~~ 3

	3 Months Ended						6 Months Ended
	August 31, 2018			August 31, 2017			August 31, 2018			August 31, 2017
Income Statement
Revenues	—			—			—			—
Cost of Sales	—			—			—			—
Gross Profit		—			—			—			—
Operating expenses
Product development expense		—			—			—			—
Sales and marketing expenses		—			—			—			—
Operations expense		—			—			—			—
General and administrative		—			109			45			376
Professional fees		—			—			—			—
Lease operating expenses		—			—			—			—
Total operating expenses		—			109			45			376
Loss before other expenses		—			(109	)		(45	)		(376	)
Other income (expense)
Interest Income		—			—			—			—
Interest Expense		(25,416	)		(20,336	)		(49,442	)		(39,560	)
Debt Issue costs		—			—			—			—
Settlement costs		—			—			(131,249	)		—
Gain (loss) on derivative liability		(269,013	)		23,579			(254,128	)		227,379
Total other income (expense)		(294,429	)		3,243			(434,819	)		187,819
Net profit (loss)		(294,429	)		3,134			(434,864	)		187,443
Basic and diluted loss per common share:
Income (loss) from continuing operations		(6.19	)		0.10			(10.54	)		6.03
Basic and diluted loss per common share	($	6.19	)	$	0.10		($	10.54	)	$	6.03
Weighted average shares outstanding - basic and diluted		47,571			31,067			41,267			31,067

PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

~~(The accompanying~~Consolidated ~~notes~~Statements ~~are an integral part~~ of ~~these~~Operations ~~financial~~- ~~statements)~~Unaudited

	3 Months Ended						9 Months Ended
	Nov. 30, 2018			Nov. 30, 2017			Nov. 30, 2018			Nov. 30, 2017
Income Statement

Revenues		—			—			—			—
Cost of Sales		—			—			—			—
Gross Profit		—			—			—			—

Operating expenses
Amortization expense		—			—			—			—
Product development expense		—			—			—			—
Sales and marketing expenses		—			—			—			—
Operations expense		1,401,801			—			1,401,801			—
General and administrative		57,233			30			57,278			406
Professional fees		152,939			—			152,939			—
Lease operating expenses		—			—			—			—
Total operating expenses		1,611,973			30			1,612,018			406

Loss before other expenses		(1,611,973	)		(30	)		(1,612,018	)		(406	)

Other income (expense)
Interest Income		2			—			2			—
Interest Expense		—			(21,271	)		(49,442	)		(60,831	)
Settlement expenses		(1,518,920	)		—			(1,650,170	)		—
Gain (Loss) on currency conversion		(11,000	)		—			(11,000	)		—
Gain (loss) on derivative liability		254,128			20,957			—			248,336
Total other income (expense)		(1,275,790	)		(314	)		(1,710,610	)		187,505

Net profit (loss)		(2,887,763	)		(344	)		(3,322,628	)		187,099
Basic and diluted loss per common share:
Income (loss) from continuing operations		(0.19	)		(0.01	)		(0.67	)		6.02
Basic and diluted loss per common share	($	0.19	)	($	0.01	)	($	0.67	)	$	6.02
Weighted average shares outstanding - basic and diluted		15,046,358			31,067			4,971,644			31,067

~~Phoenix~~(The accompanying notes are an integral ~~Life~~part ~~Sciences~~of ~~International~~these ~~Limited~~ financial statements)

~~Consolidated Statements of Cash Flows~~ 4

~~(Unaudited)~~ PHOENIX LIFE SCIENCES INTERNATIONAL LIMITED

	6 Months Ended
	August 31, 2018			August 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)		(434,864	)		187,443
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash amortization of discount on convertible notes payable		—			—
Non-cash interest expense on convertible notes payable		49,442			39,560
Debt issuance costs		5,283			—
Non-cash loss (gain) on derivative liability		248,845			(227,379	)
Non-cash stock compensation		131,249			—
Changes in operating assets and liabilities:
Accounts receivable		—			—
Deposit
Inventory		—			—
Accounts payable and accruals		—			—
Net Cash provided by (used for) operating activities		(45	)		(376	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Related party notes receivable		—			—
Net Cash provided by (used in) Investing Activities		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable
Due to related parties		—			—
Net Cash Provided By Financing Activities		—			—
Increase (Decrease) in Cash - continuing operations		(45	)		(376	)
Cash - Beginning of Period - continuing operations		697			1,155
Cash - End of Period - continuing operations		652			779
Supplemental disclosures
Interest paid	—			—
Income tax paid	—			—
Non-cash issuance of stock for consulting agreements	—			—
Non-cash issuance of stock for settlement agreement		131,249			—
Non-cash issuance of stock for conversion of debt		5,283			—

Consolidated Statements of Cash Flows

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

	9 Months Ended
	Nov. 30, 2018			Nov. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:

Net profit (loss)		(3,322,638	)		187,099

Loss from discontinued operations		—			—

Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation		3,726,855			—
Non-cash interest expense on convertible notes payable		49,442			60,831
Debt issuance costs		5,283			—
Non-cash loss (gain) on derivative liability		—			(248,336	)
Changes in operating assets and liabilities:
Accounts receivable		—			—
Deposit		—			—
Trade account		(299,000	)
Prepaid expense and deposits		(1,025,625	)		—
Accounts payable and accruals		316,231			—
Net Cash provided by (used for) operating activities		(549,442	)		(406	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Related party notes receivable		—			—
Net Cash provided by (used in) Investing Activities - continuing operations		—			—

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans		23,427			—
Due to related parties		—			—
Proceeds from issuance of common shares		532,241			—
Net Cash Provided By Financing Activities - continuing operations		555,668			—

Increase (Decrease) in Cash - continuing operations		6,226			(406	)

Cash - Beginning of Period - continuing operations		697			1,155
Cash - End of Period - continuing operations		6,923			749

Supplemental disclosures
Interest paid		—			—
Income tax paid		—			—
Non-cash issuance of stock for consulting agreements		2,076,685			—
Non-cash issuance of stock settlement agreements		1,650,170			—
Non-cash issuance of stock for distribution agreement		—			—
Non-cash issuance of stock for conversion of debt		5,283			—

1.(The ~~Nature~~accompanying ofnotes ~~Operations~~are ~~and~~an ~~Continuance~~integral part of ~~Business~~these financial statements)

The company was incorporated in the State of Nevada on April 21, 2009 under the name Mokita Exploration, Ltd. (the “Company”). On February 27, 2014, there was a change of control of the Company. On February 28, 2014, our board of directors and a majority of holders of the Company’s voting securities approved a change of name of the Company to MediJane Holdings Inc. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on March 4, 2014. A Certificate of Correction was subsequently filed with the Nevada Secretary of State on March 6, 2014 to correct a spelling error in the Company’s new name. These amendments have been reviewed by FINRA and were approved for filing with an effective date of March 12, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on March 12, 2014 under our new ticker symbol “MJMD”.5

~~On March 8, 2017 the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada~~1. AsNature ~~a result~~ of ~~the~~Operations ~~Amendment,~~and ~~the~~Continuance ~~Company changed its name with the State~~ of ~~Nevada from MediJane Holdings, Inc. to Stem Bioscience, Inc.~~Business

InThe company was incorporated in the State ~~May~~of ~~2018~~Nevada on April 21, 2009 under the name Mokita Exploration, Ltd. (the “Company”). ~~again~~On ~~changed~~February ~~its~~27, 2017, there was a change of control of the Company. On February 28, 2017, our board of directors and a majority of holders of the Company’s voting securities approved a change of name toof ~~Phoenix~~the ~~Life~~Company ~~Sciences~~to ~~International~~MediJane ~~Limited~~Holdings Inc. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on ~~May~~March 314, ~~2018~~2017. ~~The~~A ~~name~~Certificate ~~change~~of Correction was ~~accepted~~subsequently filed with the Nevada Secretary of State on March 6, 2017 to correct a spelling error in the Company’s new name. These amendments have been reviewed by FINRA and ~~became~~were approved for filing with an effective date of March 12, 2017. The name change became effective with the Over-the- Counter Bulletin Board at the opening of trading on ~~November~~March 212, ~~2018~~2017 ~~with~~under ~~the~~our ~~trading~~new ticker symbol “~~PLSI~~MJMD”.

On ~~February~~ ~~27,~~March ~~2014~~8, ~~after~~2017 the ~~change~~Company filed an Amendment to its Articles of ~~control,~~Incorporation (the ~~Company~~“Amendment”) ~~became~~with athe ~~sales~~Secretary ~~and~~of ~~distribution~~State ~~company~~of ~~focused~~Nevada. onAs ~~cannabinoid~~a ~~infused~~result of the Amendment, ~~products~~the ~~for~~Company changed its name with the ~~treatment~~State of ~~medical~~Nevada ~~conditions~~from MediJane Holdings, Inc. to Stem Bioscience, Inc.

~~On January~~In 5,May ~~2015~~2018, the Company ~~underwent~~again achanged ~~change~~its name into ~~control~~Phoenix ~~following~~Life ~~the~~Sciences ~~issuance~~International ofLimited. ~~276,000,000~~A ~~common~~Certificate ~~shares~~of Amendment to ~~Phoenix~~effect ~~Bio~~the change of name was filed and became ~~Pharmaceuticals~~effective ~~Corporation~~with ~~pursuant~~the toNevada aSecretary ~~license~~of ~~agreement.~~State Onon ~~November~~May 431, ~~2015,~~2018. ~~these~~The ~~shares~~name ~~were~~change ~~exchanged~~was ~~for~~accepted by FINRA and became effective with the Over-the- Counter Bulletin Board on November 2,~~000,000~~ ~~Series B~~2018 ~~Preferred~~with ~~Shares~~the trading symbol “PLSI”.

~~The~~In September 2018, the Company completed ~~business~~a ~~was~~merger ~~then~~and ~~changed~~consolidation towith ~~only~~Phoenix ~~focus~~Life onSciences ~~Cannabidiol~~International Limited (~~CBD~~Canada) ~~products.~~and ~~CBD~~related isPhoenix aLife ~~non-psychotropic~~Sciences ~~cannabinoid~~International Limited ~~that~~(Vanuatu) isbecame ~~not~~a ~~restricted as~~wholly owned subsidiary. As part of the Uconsolidation, the Series B Preferred Shares owned by Phoenix Bio Pharmaceuticals that were previously authorized to be cancelled were finally cancelled.S. ~~Controlled~~Phoenix ~~Substances~~Life ~~Act~~Sciences International Limited (~~CSA~~Nevada) had entered into asset purchase agreements with Phoenix Life Sciences Inc, asPhoenix ~~defined~~BioPharmaceuticals ~~under~~Corporation, Phoenix ~~the~~Pharms ~~2014~~Capital ~~U.S~~Corporation ~~Farming~~and ~~Bill~~Phoenix Pharms Inc to beconsolidate ~~derivatives~~all ofassets, ~~the~~liabilities, ~~Industrial~~trade secrets, knowhow, diagrams ~~Hemp~~and ~~plant~~business ~~that~~plans, ~~contains~~as ~~less~~well ~~than~~as ~~0.3%~~all ~~tetrahydrocannabinol~~government ~~(THC).~~relationships ~~The~~and ~~company~~pending ~~will~~contracts. ~~contract~~Other ~~out~~than ~~the~~as ~~manufacturing~~specifically ofnegotiated ~~the~~with ~~products.~~former ~~Phoenix~~employees, ~~Bio~~contractors ~~Pharmaceuticals~~and ~~Corporation~~officers, ~~and~~all ~~other~~shareholders ~~groups~~were ~~may~~provided ~~manufacture~~with ~~our~~a ~~products~~share ~~under~~exchange ~~our~~whereby ~~license~~they ~~agreement~~received one share of the Company for one share previously owned in one of these Companies.

~~The Company~~Pursuant ~~follows~~to the ~~accounting~~Agreement ~~guidance~~and ~~outlines~~Plan inof ~~the~~Merger, dated ~~Financial~~as ~~Accounting~~of ~~Standards~~September ~~Board~~18, ~~Codification~~2018 ~~guidelines.~~as (The ~~accompanying unaudited~~“Merger ~~interim~~Plan” ~~consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the items under Regulation S-K required~~ by ~~the instructions to Form 10-Q. They may not include all information~~ and ~~footnotes~~between ~~required~~Phoenix byLife ~~United~~Sciences ~~States~~International ~~generally accepted accounting principles for complete financial statements. However~~Limited, ~~except as disclosed here in, there have been no material change in the information disclosed in the notes to the financial~~a ~~statements~~Nevada ~~for~~Corporation (the ~~year ended February 28, 2017 included in the~~ “Company’s”) ~~annual report on Form 10-K filed with the Securities~~ and ~~Exchange~~Phoenix ~~Commission~~Life onSciences ~~April~~International 22Limited, 2019. The interim unaudited financial statements presented herein are condensed and should be read in conjunction with those financial statements included in the Form 10-K. The interim disclosures generally do not repeat those in the annual statements. Management’s opinion that all adjustments necessary for a ~~fair~~Canadian ~~statement~~Corporation ~~of the results~~(“PLSI ~~for the interim periods have been made~~CA”), ~~and a statement that all adjustments are of a normal recurring nature or a description of~~ the ~~nature~~Company ~~and~~completed ~~amount~~its ofmerger ~~any~~with ~~adjustments~~PLSI ~~other than normal recurring adjustments.. Operating results for six months ended August 31~~CA, ~~2018~~with ~~are~~the ~~not~~Company ~~necessarily~~as ~~indicative results that may be expected for~~ the ~~year~~surviving ~~ended February 28, 2019~~entity.

6 On September 18, 2018, the Company’s Board of Directors announced the finalized consolidation activities of Phoenix Life Sciences International Limited with Stem Biosciences, Inc., Blue Dragon Ventures, and the MediJane Brand, and that the Company’s common stock would trade publicly under the symbol MJMD, subsequently on November 2, 2018 this changed to PLSI.

~~Going~~Phoenix Life Sciences International Limited ~~Concern~~(Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the consolidation of business in 2018. During that time, affiliates of the Company provided certain working capital and covering of costs related to the consolidation. Subsequently the Company has entered into subscription agreements with certain affiliates and key non-affiliate investors to provide a total of approximately USD $2.1million of financing. Shares of common stock issued for this total financing represent approximately 800,000. The key non-affiliate investor who had previously entered into a subscription agreement to purchase USD $20 million of shares at $10 per share with Phoenix Life Sciences International Limited (Canada) has entered into an agreement to exchange the subscription for warrants to purchase Company common stock at a price of $10, with the purchases to be completed by December 31, 2019.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 6

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. ~~Summary~~The purpose of ~~Significant~~the ~~Accounting~~consolidation, ~~Policies~~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.

~~Basis of~~On ~~Presentation~~September -22, ~~The~~2018, ~~financial statements of~~ the Company’s Board ~~have~~of ~~been~~Directors ~~prepared in accordance with accounting principles generally~~ accepted in the ~~United~~resignation ~~States~~of ~~(“US~~Russell ~~GAAP”)~~Stone ~~and~~from ~~are~~his ~~expressed~~position inas ~~U.S.~~a ~~dollars~~Director. ~~The Company’s fiscal year end is February 28 or 29.~~

~~Basis of~~On ~~Consolidation~~October –3, ~~The~~2018, ~~consolidated~~the ~~financial~~following ~~statements~~persons were ~~include~~appointed to the ~~accounts~~Board of ~~Phoenix~~the ~~Life~~Company, ~~Sciences~~Stephen ~~International~~Cornford, Martin Tindall as Chief Executive Officer, Janelle Marsden as Managing ~~Limited~~Director and ~~its~~Geoffrey ~~wholly-owned~~Boynton ~~subsidiaries~~as Chief Financial Officer. ~~All~~Lewis ~~significant~~“Spike” ~~intercompany~~Humer ~~balances~~stepped ~~and~~down ~~transactions~~from ~~have~~his ~~been~~executive ~~eliminated~~role but inremains ~~consolidation~~a Director.

OnThe Company follows the accounting guidance ~~March~~outlines ~~17,~~in ~~2014~~the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the items under Regulation S-K required by the instructions to Form 10-Q. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, ~~MediHoldings~~except as disclosed here in, there ~~Inc~~have ~~(“MediHoldings”)~~been no material change in the information disclosed in the notes to the financial statements for the year ended February 28, a2018 ~~Colorado~~included ~~corporation~~in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on April 22, ~~was~~2019. ~~formed~~The asinterim aunaudited ~~wholly~~financial ~~owned~~statements ~~subsidiary~~presented herein are condensed and should be read in conjunction with those offinancial statements included in the ~~Company~~Form 10-K. OnThe ~~June~~interim ~~27,~~disclosures ~~2014,~~generally ~~MediSales~~do ~~(CA),~~not ~~Inc~~repeat those in the annual statements. Management’s ~~(“MediSales”),~~opinion that all adjustments necessary for a ~~California~~fair ~~corporation~~statement of the results for the interim periods have been made, ~~was~~and ~~formed~~a asstatement that all adjustments are of a ~~wholly owned~~normal ~~subsidiary~~recurring nature or a description of the ~~Company~~nature and amount of any adjustments other than normal recurring adjustments. ~~These~~Operating ~~companies~~results ~~have~~for ~~not~~nine ~~traded~~months ~~and~~ended November 30, are ~~inactive~~not necessarily indicative results that may be expected for the year ended February 28, 2019.

Stock Split -on October 21, 2015 the Company’s Board of Directors declared a One for 10,000 reverse stock split on its common stock as of a record date of October 22, 2015. The effect of the stock split decreased the number of shares of common stock outstanding from 501,242,594 to 50,125. All common share and per common share data in these financial statements and related notes here to have been retroactively adjusted to account for the effect of the stock split for all periods presented. The total number of authorized common shares on the par value thereof was not changed by the split.7

~~Use of~~Going 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.Concern

7 These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~A significant~~2. ~~item~~Summary ~~that requires management’s estimates and assumptions is the valuation~~ of ~~intangible~~Significant ~~assets,~~Accounting valuation allowances for income tax, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.Policies

~~Cash and~~Basis ~~cash~~of ~~equivalents~~Presentation -– The financial statements of the Company ~~considers~~have ~~all~~been ~~highly~~prepared ~~liquid~~in ~~instruments~~accordance with aaccounting ~~maturity~~principles ofgenerally ~~three~~accepted ~~months~~in orthe ~~less~~United atStates ~~the~~(“US ~~time~~GAAP”) ofand ~~issuance~~are toexpressed bein ~~cash~~U.S. ~~equivalents~~dollars. AtThe ~~August~~Company’s ~~31,~~fiscal ~~2018~~year ~~and~~end is February 28, ~~2018,~~or ~~the Company did not hold any cash equivalents~~29.

~~Accounts receivable~~Basis -of ~~Accounts~~Consolidation ~~receivable~~– ~~consists~~The consolidated offinancial ~~trade~~statements ~~accounts~~include ~~arising in~~ the ~~normal~~accounts ~~course~~ of ~~business.~~Phoenix NoLife ~~interest~~Sciences isInternational ~~charged on past due accounts~~Limited. ~~Accounts~~All ~~receivable~~significant ~~are carried at the original invoice amount less a reserve for doubtful receivables based~~intercompany onbalances aand ~~review~~transactions ofhave ~~all~~been ~~outstanding~~eliminated ~~amounts~~in ~~on a monthly basis~~consolidation.

~~Basic and~~Stock ~~Diluted~~Split ~~Net~~– ~~Loss~~On ~~per~~October ~~Share~~21, -2015 ~~The~~ the Company’s ~~computes~~Board ~~net~~of ~~loss~~Directors ~~per~~declared ~~share~~a in1 ~~accordance~~for ~~with ASC 260~~10, ~~Earnings~~000 ~~per Share.~~reverse ~~ASC~~stock ~~260~~split ~~requires~~on ~~presentation~~its ofcommon ~~both~~stock ~~basic~~as ~~and~~of ~~diluted~~a ~~earnings~~record ~~per~~date ~~share~~of ~~(“EPS”)~~October 22, on2015. ~~the~~The ~~face~~effect of the ~~income statement.~~stock ~~Basic~~split ~~EPS~~decreased ~~is computed by dividing net loss available to common shareholders (numerator) by~~ the ~~weighted average~~ number of shares ~~outstanding~~of ~~(denominator)~~common ~~during~~stock ~~the~~outstanding ~~period.~~from ~~Diluted~~501,242,594 ~~EPS gives effect~~ to ~~all~~50,125. All ~~dilutive potential~~ common ~~shares~~share ~~outstanding during~~and ~~the~~per ~~period~~common ~~using~~share ~~the~~data ~~treasury~~in ~~stock~~these ~~method~~financial statements and ~~convertible~~related ~~preferred~~notes ~~stock~~here ~~using~~to ~~the~~have ~~if-converted~~been ~~method.~~retroactively ~~In computing~~adjusted ~~diluted~~to ~~EPS,~~account ~~the average stock price~~ for the ~~period~~effect ~~is used in determining the number~~ of ~~shares assumed to be purchased from~~ the ~~exercise~~ of stock ~~options~~split orfor ~~warrants. Diluted EPS excludes~~ all ~~dilutive~~periods ~~potential shares if their effect is anti-dilutive~~presented. ~~At February~~The ~~28,~~total ~~2018~~number ~~and~~of ~~August~~authorized ~~31,~~common ~~2018,~~shares ~~the~~on ~~Company had no outstanding stock options. At August 31, 2018 and 2017,~~ the ~~Company~~par ~~had~~value ~~did~~thereof was not ~~have~~changed ~~potentially~~by ~~dilutive~~the ~~shares outstanding~~split.

~~Financial~~Use of Estimates – The preparation ~~Instruments~~of -financial ~~Pursuant~~statements in conformity with US GAAP requires management to ~~ASC~~make ~~820, Fair~~estimates ~~Value~~and ~~Measurements~~assumptions that affect the reported amounts of assets and ~~Disclosures,~~liabilities anand ~~entity~~disclosure isof ~~required~~contingent toassets ~~maximize~~ and liabilities at the ~~use~~date of ~~observable~~the ~~inputs~~financial statements and ~~minimize~~ the ~~use~~reported amounts of ~~unobservable~~revenues ~~inputs~~and ~~when~~expenses ~~measuring~~during ~~fair~~the ~~value~~reporting period. ~~ASC~~The ~~820~~Company ~~establishes~~regularly aevaluates ~~fair value~~estimates ~~hierarchy~~and ~~based~~assumptions related onto the ~~level~~deferred ofincome ~~independent~~tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical ~~objective~~experience ~~evidence~~and ~~surrounding~~various ~~the~~other ~~inputs~~factors ~~used~~that it believes to ~~measure~~be ~~fair~~reasonable ~~value.~~under Athe ~~financial~~circumstances, the results of which ~~instrument’s~~form ~~categorization~~the ~~within~~basis for making judgments about the ~~fair~~carrying ~~value~~values ~~hierarchy~~of isassets ~~based~~and ~~upon~~liabilities and the ~~lowest~~accrual ~~level~~ of ~~input~~costs and expenses that isare ~~significant to~~not ~~the~~readily ~~fair~~apparent ~~value~~from ~~measurement~~other sources. ~~ASC~~The ~~820~~actual ~~prioritizes~~results experienced by the ~~inputs~~Company ~~into~~may ~~three~~differ ~~levels~~materially ~~that~~and ~~may~~adversely from bethe ~~used~~Company’s toestimates. ~~measure~~To ~~fair~~the ~~value:~~extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Level~~A significant item that requires management’s 1estimates -and ~~Level~~assumptions 1is ~~applies~~the tovaluation of intangible assets, orvaluation ~~liabilities~~allowances for ~~which~~income ~~there~~tax, ~~are~~valuation ~~quoted~~of ~~prices~~derivatives instruments inand ~~active~~accrued ~~markets~~liabilities, ~~for~~among ~~identical~~others. ~~assets~~Although ormanagement ~~liabilities~~believes these estimates are reasonable, actual results could differ from these estimates.

~~Level 2~~Cash -and ~~Level~~cash 2equivalents ~~applies~~– toThe ~~assets or liabilities for which there are inputs other than quoted prices that are observable for the~~Company ~~asset~~considers orall ~~liability~~highly ~~such~~liquid asinstruments ~~quoted~~with ~~prices~~a ~~for~~maturity ~~similar~~of ~~assets~~three ormonths ~~liabilities in active markets; quoted prices for identical assets~~ or ~~liabilities~~less inat ~~markets~~the ~~with~~time ~~insufficient~~of ~~volume~~issuance orto ~~infrequent~~be ~~transactions~~cash ~~(less active markets); or model-derived valuations~~equivalents. inAt ~~which~~November ~~significant~~30, ~~inputs~~2018 ~~are~~and ~~observable~~February or28, ~~can~~2018, bethe ~~derived~~Company ~~principally~~did ~~from,~~not orhold ~~corroborated~~any ~~by,~~cash ~~observable market data~~equivalents.

~~Level~~Accounts receivable – Accounts 3receivable -consists ~~Level~~of 3trade ~~applies~~accounts toarising ~~assets~~in orthe ~~liabilities~~normal ~~for~~course ~~which~~of ~~there~~business. ~~are~~No ~~unobservable~~interest ~~inputs~~is tocharged ~~the~~on ~~valuation~~past ~~methodology~~due ~~that~~accounts. ~~are~~Accounts ~~significant~~receivable toare carried at the ~~measurement~~original ofinvoice ~~the~~amount ~~fair~~less ~~value~~a reserve for doubtful receivables based on a review of ~~the~~all ~~assets~~outstanding amounts oron ~~liabilities~~a monthly basis.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, amounts due to related parties, and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.8

8 Basic and Diluted Net Loss per Share – The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted 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 and November 30, 2018, the Company had outstanding stock options outstanding, the Company does not deem these options to be dilutive as the exercise price exceeds the current fair market value of the Company’s common stock. At November 30, 2018 and 2017, the Company had did not have potentially dilutive shares outstanding.

~~Derivative~~ Financial Instruments -– ~~The~~Pursuant ~~Company~~to ASC ~~does~~820, ~~not~~Fair ~~use~~Value ~~derivative~~Measurements ~~instruments~~and toDisclosures, ~~hedge~~an ~~exposures~~entity is required to ~~cash~~maximize ~~flow~~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 ~~market~~evidence orsurrounding ~~foreign~~the inputs used to measure fair value. A financial instrument’s categorization within the ~~currency~~fair ~~risks~~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:

~~The Company~~Level ~~reviews~~1 ~~the~~– ~~terms~~Level of1 ~~the~~applies ~~common stock, warrants and convertible debt it issues~~ to ~~determine whether there are embedded~~assets ~~derivative~~or ~~instruments,~~liabilities ~~including~~for ~~embedded conversion options,~~ which there are ~~required~~quoted toprices bein ~~bifurcated~~active ~~and~~markets ~~accounted~~ for ~~separately as~~identical ~~derivative~~assets ~~financial~~or ~~instruments~~liabilities. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

~~Bifurcated embedded~~Level ~~derivatives~~2 ~~are~~– ~~initially~~Level ~~recorded~~2 atapplies ~~fair~~to ~~value~~assets or ~~and~~liabilities ~~are~~for ~~then~~which ~~revalued~~there atare ~~each~~inputs ~~reporting~~other ~~date~~than ~~with~~quoted ~~changes~~prices inthat ~~the~~are ~~fair value~~observable ~~reported~~for asthe ~~non-operating~~asset ~~income~~ or ~~expense.~~liability ~~The~~such ~~Company~~as ~~uses~~quoted prices ~~a Black-Scholes model~~ for ~~valuation~~similar ofassets ~~the derivative. When the equity~~ or ~~convertible~~liabilities ~~debt~~in ~~instruments~~active ~~contain~~markets; ~~embedded~~quoted ~~derivative~~prices ~~instruments~~for ~~that~~identical ~~are~~assets toor beliabilities ~~bifurcated~~in ~~and~~markets ~~accounted~~with ~~for~~insufficient asvolume ~~liabilities,~~or ~~the~~infrequent ~~total~~transactions ~~proceeds~~(less ~~received~~active ~~are~~markets); ~~first~~or ~~allocated~~model-derived tovaluations ~~the~~in ~~fair~~which ~~value~~significant ofinputs ~~all~~are ~~the~~observable or ~~bifurcated~~can ~~derivative~~be ~~instruments. The~~derived ~~remaining~~principally ~~proceeds~~from, ifor ~~any,~~corroborated ~~are then allocated to the host instruments themselves~~by, ~~usually~~observable ~~resulting~~market ~~in those instruments being recorded at a discount from their face value~~data.

~~The discount~~Level ~~from~~3 ~~the~~– ~~face~~Level ~~value~~3 ofapplies ~~the~~to ~~convertible~~assets or ~~debt,~~liabilities ~~together~~for ~~with~~which ~~the~~there ~~stated~~are ~~interest~~unobservable oninputs to the ~~instrument,~~valuation ismethodology ~~amortized~~that ~~over~~are ~~the life~~significant ofto the ~~instrument~~measurement ~~through~~of the ~~periodic~~fair ~~charges~~value toof ~~interest expense, using~~ the ~~effective~~assets ~~interest~~or ~~method~~liabilities.

~~Derivative~~The Company’s financial instruments ~~instrument~~consist principally of cash, accounts receivable, accounts payable and accrued liabilities, ~~are~~amounts ~~classified~~due into related parties, and convertible debenture. Pursuant to ASC 820, the ~~balance~~fair ~~sheet~~value asof ~~current~~our orfinancial ~~non-current~~instruments are determined based on ~~whether~~“Level ~~net~~1” inputs, ~~cash~~which ~~settlement~~consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our ~~derivative~~other ~~instrument~~financial ~~could~~instruments beapproximate ~~required~~their ~~within~~current ~~the~~fair 12values ~~months~~because of ~~the~~their ~~balance~~nature ~~sheet~~and ~~date~~respective maturity dates or durations.

~~Comprehensive Loss~~Derivative -Financial ~~ASC~~Instruments ~~220, Comprehensive~~– ~~Income, establishes standards for the reporting and display of comprehensive loss~~The ~~and~~Company ~~its~~does ~~components~~not inuse ~~the~~derivative ~~financial~~instruments ~~statements.~~to Ashedge atexposures ~~August~~to ~~31,~~cash ~~2018 and 2017~~flow, ~~the~~market ~~Company~~or ~~has~~foreign nocurrency ~~items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements~~risks.

Stock-based 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.9

~~We account for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.”~~ The Company ~~determines~~reviews the ~~fair~~terms ~~value~~ of the common stock~~-based~~, ~~payment~~warrants asand ~~either~~convertible ~~the~~debt ~~fair~~it ~~value~~issues ofto ~~the~~determine ~~consideration~~whether ~~received~~there orare ~~the fair~~embedded ~~value~~derivative ~~of the equity~~ instruments ~~issued~~, ~~whichever~~including ~~is more reliably measurable. If the fair value of the equity~~embedded ~~instruments~~conversion ~~issued is used~~options, itwhich isare ~~measured~~required ~~using~~to ~~the~~be ~~stock~~bifurcated ~~price~~ and ~~other~~accounted ~~measurement~~for ~~assumptions~~separately as ofderivative ~~the~~financial ~~earlier~~instruments. ofIn ~~either~~circumstances ~~(1)~~where the ~~date~~host atinstrument ~~which~~contains amore ~~commitment~~than ~~for~~one ~~performance~~embedded byderivative ~~the~~instrument, ~~counterparty~~including ~~to earn~~ the ~~equity~~conversion ~~instruments~~option, that is ~~reached,~~required to orbe ~~(2)~~bifurcated, the ~~date at~~bifurcated ~~which~~derivative ~~the~~instruments ~~counterparty’s~~are ~~performance~~accounted isfor ~~complete~~as a single, compound derivative instrument.

~~The~~Bifurcated embedded derivatives are initially recorded at fair value ofand ~~each~~are ~~share~~then ~~based~~revalued ~~payment~~at iseach ~~estimated~~reporting ondate with changes in the ~~measurement~~fair ~~date~~value ~~using~~reported ~~the~~as non-operating income or expense. The Company uses a Black-Scholes model ~~with~~for valuation of the ~~following~~derivative. ~~assumptions,~~When the equity or convertible debt instruments ~~which~~contain embedded derivative instruments that are ~~determined~~to atbe bifurcated and accounted for as liabilities, the ~~beginning~~total proceeds received are first allocated to the fair value of ~~each~~all ~~year~~the ~~and~~bifurcated ~~utilized~~derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in ~~all~~those ~~calculations~~instruments ~~for~~being ~~that~~recorded ~~year:~~at a discount from their face value.

9 The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

~~Risk-Free Interest~~Derivative ~~Rate. We~~instrument ~~utilized~~liabilities are classified in the ~~U.S.~~balance ~~Treasury~~sheet ~~yield~~as ~~curve~~current inor ~~effect~~non-current atbased ~~the~~on ~~time~~whether net cash settlement of ~~grant~~the ~~with~~derivative ainstrument ~~term~~could ~~consistent~~be ~~with~~required within the ~~expected~~ ~~term~~12 months of ~~our~~the ~~awards~~balance sheet date.

~~Expected Volatility. We~~Comprehensive ~~calculate~~Loss ~~the~~– ~~expected~~ASC ~~volatility~~220, ~~based~~Comprehensive Income, onestablishes astandards ~~volatility~~for ~~index~~the reporting and display of ~~peer~~comprehensive ~~companies~~loss asand weits ~~did~~components ~~not~~in ~~have~~the ~~sufficient~~financial statements. ~~historical~~As ~~market~~at ~~information~~November to30, ~~estimate~~2018 and 2017, the ~~volatility~~Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of ~~our~~comprehensive ~~own~~loss ~~stock~~in the financial statements.

~~Dividend~~Stock-based Compensation – The Company ~~Yield. We~~records ~~have~~stock-based ~~not~~compensation ~~declared~~in aaccordance ~~dividend~~with onASC ~~its~~718, ~~common~~Compensation ~~stock~~– ~~since~~Stock ~~its~~Based ~~inception~~Compensation and ~~have~~ASC no505-50 - ~~intentions~~Equity-Based ofPayments ~~declaring~~to ~~a dividend~~Non-Employees. All transactions in which goods or services are the ~~foreseeable~~consideration ~~future~~received ~~and~~for the ~~therefore~~issuance ~~used~~of aequity ~~dividend~~instruments ~~yield~~are accounted for based on the fair value of ~~zero~~the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~Expected Term.~~ The ~~expected~~fair ~~term~~value of ~~options~~each ~~granted~~share ~~represents~~based ~~the~~payment is ~~period~~estimated ofon ~~time~~the ~~that~~measurement ~~options~~date ~~are~~using ~~expected~~the toBlack-Scholes bemodel ~~outstanding. We estimated~~with the ~~expected~~following ~~term~~assumptions, ofwhich ~~stock~~are ~~options~~determined byat ~~using~~ the beginning ~~simplified~~of ~~method. For~~each ~~warrants,~~year ~~the~~and ~~expected~~utilized ~~term~~in ~~represents the~~all ~~actual~~calculations ~~term~~for ofthat ~~the warrant.~~year:

~~Forfeitures. Estimates of~~Risk-Free ~~option~~Interest ~~forfeitures are based on our experience~~Rate. We ~~will adjust our estimate of forfeitures over the requisite service period~~ ~~based~~utilized on the ~~extent~~U.S. toTreasury ~~which~~yield ~~actual~~curve ~~forfeitures differ, or are expected to differ, from such estimates. Changes~~ in ~~estimated~~effect ~~forfeitures will~~at ~~be recognized through a cumulative catch-up adjustment in~~ the ~~period~~time of ~~change~~grant ~~and~~with ~~will~~a ~~also~~term ~~impact~~consistent with the ~~amount~~expected term of ~~compensation expense~~our ~~to be recognized in future periods~~awards.

~~Revenue~~Expected ~~Recognition~~Volatility. –We 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.

~~The~~Dividend ~~Company~~Yield. ~~adopted~~We ~~ASC 606 using the modified retrospective method~~have ~~applied to all contracts~~ not ~~completed~~declared asa ofdividend ~~January~~on 1,its ~~2018.~~common ~~Results~~stock ~~for~~since ~~reporting~~its ~~periods~~inception ~~beginning~~and ~~after~~have ~~January~~no 1,intentions ~~2018~~of ~~are presented~~declaring ~~under~~a ~~ASC~~dividend ~~606 while prior period amounts continue to be reported~~ in ~~accordance~~the ~~with legacy GAAP. The adoption of ASC~~foreseeable ~~606~~future ~~did~~and ~~not~~therefore ~~result~~used in a ~~change~~dividend toyield ~~the accounting for any~~ of ~~the in-scope revenue streams; as such, no cumulative effect adjustment was recorded~~zero.

~~Shipping and Handling costs— shipping and handling costs are included in cost of sales in the Statements of Operations.~~10

~~Recent Accounting~~Expected ~~Pronouncements~~Term. - The ~~recent~~expected term ~~accounting~~of ~~pronouncements~~options ~~did~~granted ~~not~~represents ~~have any material impact on~~ the ~~financial~~period ~~statements unless~~of ~~otherwise~~time ~~disclosed,~~that ~~and~~options ~~the~~are ~~Company~~expected ~~does~~to ~~not~~be ~~believe~~outstanding. ~~that~~We ~~there~~estimated ~~are~~the ~~any~~expected term ~~other~~of ~~new~~stock ~~accounting~~options ~~pronouncements~~by ~~that~~using ~~have been~~the ~~issued~~simplified ~~that~~method. ~~might~~For ~~have~~warrants, athe ~~material~~expected ~~impact~~term onrepresents ~~its~~the ~~financial~~actual ~~position~~term ~~or results~~ of ~~operations~~the warrant.

10 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 catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

~~Reclassifications~~Revenue Recognition – The Company -adopted ~~Certain~~ASC ~~amounts~~606 inusing the ~~prior~~modified ~~period~~retrospective ~~financial~~method ~~statements~~applied ~~have~~to ~~been~~all ~~reclassified~~contracts tonot ~~conform~~completed ~~with~~as ~~the~~of ~~current~~January ~~period~~1, ~~presentation~~2018. Results for ~~These~~reporting ~~reclassifications~~periods ~~had~~beginning noafter ~~effect~~January on1, ~~previously~~2018 are presented under ASC 606 while prior period amounts continue to be reported in ~~losses~~accordance with legacy GAAP. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, ~~total~~no ~~assets~~cumulative oreffect ~~stockholders~~adjustment ~~equity~~was recorded.

3.Shipping ~~Variable~~and ~~Interest~~Handling ~~Entity~~costs – Shipping and handling costs are included in cost of sales in the Statements of Operations.

~~The Company~~Recent ~~follows~~Accounting ~~the~~Pronouncements ~~guidelines~~– The inrecent ~~FASB~~accounting ~~Codification~~pronouncements ofdid ~~ASC~~not ~~810~~have ~~“Consolidation”~~any ~~which~~material ~~indicates~~impact “aon ~~legal entity~~the ~~that~~financial isstatements ~~deemed~~unless tootherwise bedisclosed, and athe ~~business~~Company ~~need~~does not bebelieve ~~evaluated~~that bythere aare ~~reporting~~any ~~entity~~other tonew ~~determine~~accounting ifpronouncements ~~the~~that ~~legal~~have ~~entity~~been isissued athat ~~Variable~~might have ~~Interest~~a ~~Entity~~material ~~(“VIE”)”~~impact ~~unless~~on ~~any~~its ~~one~~financial ofposition ~~four~~or ~~conditions~~results ~~exist:~~ of operations.

-Reclassifications ~~The~~– ~~reporting~~Certain ~~entity, its related parties, or both participated significantly~~ amounts in the ~~design~~prior orperiod ~~redesign~~financial ofstatements ~~the~~have ~~legal~~been ~~entity;~~reclassified -to ~~The~~conform ~~legal~~with ~~entity~~the iscurrent ~~designed~~period sopresentation. ~~that~~These ~~substantially~~reclassifications had ~~all~~no ofeffect ~~its activities involve or are conducted~~ on ~~behalf~~previously ofreported ~~the~~losses, ~~reporting entity and its related parties; - The reporting entity and its related parties provide more than half of the~~ total ofassets ~~the equity, subordinated debt, and other forms of subordinated financial support to the legal entity;~~ or -stockholders ~~The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements~~equity.

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 interest3. AVariable ~~VIE~~Interest 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 August 31, 2018.Entity

4.The ~~Intangible~~Company ~~Assets~~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:

~~Effective September~~- 1The reporting entity, ~~2014~~its related parties, or both participated significantly in the ~~Company~~design ~~changed~~or ~~its~~redesign ~~method~~of the legal entity; - The legal entity is designed so that substantially all of ~~computing~~its ~~amortization~~activities ~~from~~involve aor ~~sales~~are ~~percentage~~conducted ~~method~~on tobehalf of the ~~straight~~reporting entity and its related parties; -~~line method~~ ~~for~~The ~~the~~reporting ~~intangible~~entity ~~assets.~~and Anits ~~assessment~~related parties provide more than half of ~~useful~~the ~~life~~total of the equity, subordinated debt, and /other forms of subordinated financial support to the legal entity; or ~~discounted~~- ~~cash~~The ~~flow~~activities of the ~~intangible~~legal ~~asset~~entity isare ~~made~~primarily ~~and where~~related to the ~~value~~securitizations isor ~~overstated~~other ~~the~~forms ~~value~~of isasset-backed ~~impaired~~financings or single-lessee leasing arrangements.

5A 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. ~~Income~~A ~~Taxes~~VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of November 30, 2018.

The deferred tax assets or liabilities represent the future tax benefits or cost of those differences. The Company’s principal deferred tax items arise from net operating losses. Net operating losses approximate $19,585,000 which expire in the years 2030 through 2039. The net operating loss results in a deferred tax asset of $2,938,000. As future earnings are uncertain, the Company has provided a valuation allowance for the entire amount of the deferred tax asset.11

The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more likely than not” of being sustained by the applicable tax authority “More likely than not” is defined as greater than a 50% chance4. ~~The~~Intangible ~~Company is delinquent on nearly all of its tax filings. As a result, there are presently no uncertain tax position and no reserves for uncertain tax positions.~~Assets

11 Effective September 1, 2017, 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.

~~The Company has no unrecognized tax benefits at February 28, 2018~~5. ~~The~~Income Company’s income tax returns are subject to examination by federal and state tax authorities. Due to the failure to file its tax returns, all prior tax years are open to examination. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the balance sheet. There were no interest and penalties paid or accrued during the years ended February 28, 2018.Taxes

6The deferred tax assets or liabilities represent the future tax benefits or cost of those differences. ~~Subsidiary~~The ~~Companies~~Company’s principal deferred tax items arise from net operating losses. Net operating losses approximate $25,442,000 which expire in the years 2030 through 2038. The net operating loss results in a deferred tax asset of $3,816,000. As future earnings are uncertain, the Company has provided a valuation allowance for the entire amount of the deferred tax asset.

OnThe Company is required to evaluate the tax ~~March~~positions ~~17,~~taken ~~2014,~~in ~~MediHoldings,~~the ~~Inc.~~course (of preparing its tax returns to determine whether tax positions are “~~MediHoldings~~more likely than not”), of abeing ~~Colorado~~sustained ~~corporation,~~by ~~was~~the ~~formed~~applicable tax authority “More likely than not” is defined as greater than a ~~wholly-owned~~50% ~~subsidiary~~chance. The Company is delinquent on nearly all of ~~the~~its ~~Company~~tax filings. As a result, there are presently no uncertain tax position and no reserves for uncertain tax positions.

OnThe Company has no unrecognized tax benefits ~~June~~at ~~27,~~February ~~2014~~28, ~~MediSales~~2018. ~~(CA),~~The ~~Inc~~Company’s income tax returns are subject to examination by federal and state tax authorities. ~~(“MediSales”),~~Due to athe ~~California~~failure ~~corporation~~to file its tax returns, ~~was~~all ~~formed~~prior astax ayears ~~wholly-owned~~are ~~subsidiary~~open to examination. The Company recognizes interest and penalties associated with uncertain tax positions as part of the ~~Company~~income tax provision and would include accrued interest and penalties with the related tax liability in the balance sheet. There were no interest and penalties paid or accrued during the years ended February 28, 2018.

~~Both these~~6. ~~subsidiaries~~Subsidiary ~~as at August 31, 2018 had not traded and were inactive.~~Companies

7On March 17, 2017, MediHoldings, Inc. ~~Related~~(“MediHoldings”), a ~~Party~~Colorado ~~Transactions~~corporation, was formed as a wholly-owned subsidiary of the Company.

~~Martin~~On June 27, 2017, MediSales (CA), Inc. (“MediSales”), ~~Tindall~~a California corporation, was formed as a wholly-owned subsidiary of the Company.

~~Mr. Martin~~Both ~~Tindall,~~these ~~assists~~subsidiaries ~~the Company with business development activities through the Advisory Services Agreement with Kronos~~ as ~~discussed~~ ~~below.~~at ~~Mr.~~November ~~Tindall serves as the CEO of Kronos. Additionally~~30, ~~Mr. Tindall has provided new product development services~~ ~~through~~2018 ahad ~~New~~not ~~Product~~traded ~~Development Agreement with Phoenix Pharms Capital Corporation, as discussed below. Mr. Tindall services as CFO~~ and awere ~~Director of Phoenix Pharms Capital Corporation~~inactive. ~~Mr. Tindall also serves as a director of Phoenix Bio Pharmaceuticals Inc.~~

~~Kronos~~On September 18, 2018, with the merger with Phoenix Life Sciences International ~~Investments~~Limited ~~Ltd.~~(Canada), the Company gained an Australian Incorporated subsidiary, Phoenix Life Sciences (~~“Kronos”~~Australia) Pty Ltd.

Sublease Agreement: Effective March 1, 2014, the Company entered into a Sublease Agreement with Kronos for a four (4) year term. Kronos’s CEO, Martin Tindall also provides advisory services to the Company. 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 period March 1, 2016 and August 31, 2018.12

~~Advisory Services: Effective March 1, 2014, the Company engaged Kronos to provide Advisory Services for a monthly retainer fee of $10,000 per month~~7. ~~The~~Related ~~advisory~~Party 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 for the period March 1, 2016 and August 31, 2018.Transactions

~~Phoenix Pharms~~Russell ~~Capital~~Stone ~~Corporation (“Phoenix Pharms”)~~

~~Related Party~~Mr. ~~Loan:~~Russell ~~On September 18~~Stone, ~~2014,~~ the Company’s ~~advanced~~former Chief ~~Phoenix~~Operating ~~Pharms a total of $85~~Officer,~~000~~ asentered ainto ~~short term loan. The loan bears~~ a ~~simple~~settlement ~~interest~~agreement ~~rate~~with ~~of 8% and was due and payable on May 31, 2014. As of February 28, 2016,~~ the Company ~~has~~for ~~received~~unpaid ~~principal payments~~services ~~totaling~~where ~~$26,425~~he ~~including~~would ~~cash~~be ~~payment~~paid of $15125,~~900,~~000 over ~~and~~a ~~expense~~maximum ~~offset $10,525. As~~ of ~~February~~24 ~~28, 2016, accrued interest on this loan is $2,687~~months. As ofat ~~August~~November 3130, 2018, ~~the~~Mr. ~~outstanding~~Stone ~~balance~~was ~~due~~still ~~the~~owed ~~Company on this related party loan is~~ $3885,~~892~~000.

12 Mr. Stone prior held approximately 14% of the outstanding common shares of Phoenix Pharms Capital Corporation (PPCC) indirectly through a trust, prior to PPCC being sold into Phoenix Life Sciences International Limited (a Canadian Corporation).

~~Russell Stone:~~On ~~Mr.~~September ~~Russell~~22, ~~Stone~~2018, the Company’s Board ~~Chief~~of ~~Operating~~Directors ~~Officer,~~accepted ~~holds approximately 14% of~~ the ~~outstanding~~resignation ~~common shares~~ of ~~Phoenix~~Russell ~~Pharms~~Stone ~~Capital~~from ~~Corporation~~his ~~indirectly~~position ~~through~~as a ~~trust~~Director.

~~Lewis “Spike”~~Martin ~~Humer:~~Tindall

Mr. ~~Humer,~~ ~~the~~Martin ~~interim~~Tindall ~~Chief~~join ~~Executive officer and a director of~~ the ~~Company,~~Board ~~serves~~ as ~~CEO and a director of Phoenix Bio Pharmaceuticals~~Chief ~~and~~Executive ~~CEO~~Officer ~~and~~on aOctober ~~director~~3, of2018. ~~Phoenix~~Previous ~~Pharms Capital Corporation~~Mr. AsTindall ofhad ~~August~~assisted ~~2014, the~~ Company ~~began~~with ~~paying~~business ~~Mr.~~development ~~Humer~~activities athrough ~~consulting~~the ~~fee~~Advisory ofServices ~~$1,500~~Agreement. ~~per week~~Mr. AsTindall ofserviced ~~February~~as ~~28,~~CFO ~~2015,~~and ~~the~~a ~~Company~~Director ~~has~~of ~~paid~~Phoenix ~~Mr.~~Pharms ~~Humer~~Capital ~~$19~~Corporation,~~000~~ ~~and has accrued~~ a ~~related~~director ~~party~~of ~~payable~~Phoenix toBio ~~Mr.~~Pharmaceuticals ~~Humer of $27,000~~Inc. ~~During~~and ~~the~~a ~~year~~director ~~from~~of ~~March~~Phoenix 1,Life ~~2015~~Sciences toInternational ~~February~~Limited ~~29, 2016,~~ (a ~~further~~Canadian ~~$81,000~~Corporation) ~~was~~which ~~accrued~~were ~~to Mr. Humer.~~all ~~There~~vended ~~were~~into nothe ~~further~~Company ~~accruals~~on ~~from~~September ~~March 1~~18, ~~2016 to February 28,~~ 2018.

~~Phoenix~~Lewis ~~Life~~“Spike” ~~Sciences International Limited (CA)~~Humer:

OnMr. orLewis ~~about~~“Spike” Humer ~~June~~was ~~24,~~previously ~~2014,~~the interim Chief Executive Officer and a director of the Company. ~~entered~~After ~~into~~the amerger ~~Convertible Promissory~~he ~~Note~~stepped ~~with~~down afrom an ~~face~~executive ~~value~~role ofbut ~~$1,105,000~~remains (on the ~~“Note”)~~Board byand has been appointed Non-executive Chairman. He also previously served as CEO and ~~between~~a ~~the~~director ~~Company~~of Phoenix Bio Pharmaceuticals and ~~Typenex~~CEO ~~Co-Investment~~and a director of Phoenix Pharms Capital Corporation, which were part ~~LLC~~of ~~(“Typenex”)~~the merger. OnA orsettlement ~~about~~agreement ~~April~~has ~~19,~~been ~~2018~~reached with Mr. Humer for unpaid services, prior to the ~~Phoenix~~merger ~~Life~~where ~~Sciences~~he ~~International~~would be ~~Ltd~~paid $125,000 aplus ~~Canadian~~$5,000 ~~Corporation~~in ~~(“PLSI CA”)~~unpaid ~~acquired~~expenses with the ~~entirety~~money ofto ~~the~~be ~~Notes~~paid ~~outstanding~~over ~~principal~~a maximum of 24 months and ~~interest~~issued ~~balance~~100,000 common ~~from~~shares ~~Typenex~~in the Company. Mr. ~~Tindall~~Humer iswas aowed ~~Director of~~$90,000 ~~PLSI~~as CAat November 30, 2018.

8. ~~Common~~Preferred Stock

~~The Company~~On ~~has~~September ~~authorized~~22, ~~990~~2015,~~000,000~~ ~~shares~~the ofCompany amended and restated its ~~common~~Articles ~~stock,~~of ~~$0.001~~Incorporation ~~par~~to ~~value.~~create Asand atauthorize ~~February~~four ~~28,~~(4) ~~2018~~classes ~~and~~of ~~August~~preferred ~~31,~~stock. ~~2018~~The ~~there~~Company has authorized ~~were~~Series 34A,~~171~~ ~~and~~Series 47B,~~571~~ ~~shares~~Series ofC ~~common~~and ~~stock~~Series onD ~~issue,~~Preferred ~~respectively~~Stock (the “Preferred Stock”).

e.Series A Preferred Stock:

9Series A preferred shares have a par value of $0.0001, ~~Preferred~~and ~~Stock~~are convertible into common shares at $1.00 per common share. Series A preferred shares rank senior to common stock with respect to the right to participate in distributions or payments in the event of liquidation, dissolution, or winding up of the Company. Holders of Series A preferred shares are entitled to a preferred return equal to the purchase price paid for such Series A preferred shares. Series A preferred shares do not have any voting rights.

On September 22, 2015, the Company amended and restated its Articles of Incorporation to create and authorize four (4) classes of preferred stock. The Company has authorized Series A, Series B, Series C and Series D Preferred Stock (the “Preferred Stock”). 13

Holders of Series A preferred shares are not entitled to preemptive rights to purchase stock in future stock offerings of the Company. Holders of Series A ~~Preferred~~preferred ~~Stock:~~shares have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities, and they have the right of co-sale. Holders of Series A preferred shareholders are not required to sell all of their Series A preferred shares on the same terms or conditions of a co-sale by a majority shareholder. There is no right of first refusal for Series A preferred shares.

Series A ~~preferred~~B ~~shares~~Preferred have a par value of $0.0001, and are convertible into common shares at $1.00 per common share. Series A preferred shares rank senior to common stock with respect to the right to participate in distributions or payments in the event of liquidation, dissolution, or winding up of the Company. Holders of Series A preferred shares are entitled to a preferred return equal to the purchase price paid for such Series A preferred shares. Series A preferred shares do not have any voting rights.Stock:

~~Holders of~~ Series AB preferred shares ~~are~~have ~~not~~a ~~entitled~~par tovalue of ~~preemptive~~$0.0001, ~~rights~~and toare ~~purchase~~convertible ~~stock~~into incommon ~~future~~shares ~~stock~~at ~~offerings~~a rate of ~~the~~100 ~~Company. Holders~~common ofshares per preferred share. Series AB preferred shares are ~~have~~entitled ~~the~~to ~~right~~cast to500 ~~register~~votes ~~their~~for ~~unregistered~~each ~~stock~~preferred ~~when~~share ~~either~~owned. ~~the~~Series ~~Company~~B orpreferred ~~another investor~~shares ~~initiates~~are asenior ~~registration~~to ofcommon shares with respect to the ~~Company’s~~right ~~securities,~~to ~~and~~participate ~~they~~in ~~have~~distributions ~~the~~or ~~right~~payments ofin ~~co-sale. Holders~~the event of ~~Series A~~any ~~preferred~~liquidation, ~~shareholders~~dissolution, ~~are~~or ~~not~~winding ~~required~~up toof ~~sell~~the ~~all~~Company, and holders of ~~their~~ Series AB preferred shares onare ~~the~~entitled ~~same~~to ~~terms~~receive ~~or conditions of~~ a ~~co-sale~~ bypreferred areturn ~~majority~~equal ~~shareholder. There~~to isthe nopurchase ~~right~~price ofpaid ~~first refusal~~ for such Series B A preferred ~~shares~~stock.

Holders of Series B preferred shares are entitled to preemptive rights to purchase stock in future offerings, and have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities. Holders do not have the right of co-sale, and are not required to sell all of their Series B ~~Preferred~~preferred ~~Stock:~~shares on the same terms or conditions of a co-sale by a majority shareholder. If any Series B preferred shareholder wishes to sell, transfer or otherwise dispose of any or all of their Series B preferred shares, the other Series B preferred shareholders shall not have a prior right to buy such Series B preferred shares.

Series B ~~preferred~~C ~~shares~~Preferred have a par value of $0.0001, and are convertible into common shares at a rate of 100 common shares per preferred share. Series B preferred shares are entitled to cast 500 votes for each preferred share owned. Series B preferred shares are senior to common shares with respect to the right to participate in distributions or payments in the event of any liquidation, dissolution, or winding up of the Company, and holders of Series B preferred shares are entitled to receive a preferred return equal to the purchase price paid for such Series B preferred stock.Stock:

13 Series C preferred shares have a par value of $0.0001, and are convertible into common shares at a rate of $1.00 per common share. Series C preferred shares are not entitled to any voting rights, unless such vote is to modify rights, preferences, privileges and restrictions granted to and imposed on Series C preferred shares. Series C preferred shares are senior to common shares and Series B preferred shares with respect to the right to participate in distributions or payments in the event of any liquidation, dissolution, or winding up of the Company, and holders of Series C preferred shares are entitled to receive a preferred return equal to the purchase price paid for such Series C preferred, which is deemed to be $600,000. If the closing price per share of the Company’s common shares is less than $1.00 for a period of five consecutive trading days, the YP Holdings will have the one-time right, exercisable at its discretion, to require that the conversion price of the shares become equal to 75% of the average closing bid price per shares for the five consecutive trading days immediately preceding the date that YP Holdings notifies the Company that it wishes to convert some or all of its Series C preferred shares into common shares. The reset shall not be available if the proceeds of the sale of converted common shares equals or exceeds $750,000. Should proceeds of the sale of converted common shares equal or exceed $1,000,000, any unconverted Series C preferred shares shall be returned to the Company for retirement. Converted common shares are subject to a leak-out agreement, and no more than 50,000 common shares may be sold by YP Holdings in any one month.

Holders of Series BC preferred shares are entitled to ~~preemptive~~receive ~~rights~~a topreferred ~~purchase~~return ~~stock~~equal into ~~future~~10% ~~offerings,~~of ~~and have~~ the ~~right~~gross tocash ~~register their~~sales ~~unregistered~~income ~~stock~~received ~~when~~in ~~either~~ the ~~Company~~ordinary orcourse ~~another investor initiates a registration~~ of ~~the Company’s securities~~business. ~~Holders~~ ~~do not have the right of co-sale, and~~ Holders are not ~~required~~entitled to ~~sell~~preemptive ~~all~~rights ofto ~~their~~purchase ~~Series B preferred~~ shares onin ~~the~~future ~~same terms~~offerings ~~or conditions~~ of ~~a co-sale by a majority shareholder. If any Series B preferred shareholder wishes to sell, transfer or otherwise dispose of any or all of their Series B preferred shares,~~ the ~~other Series B preferred shareholders shall not have a prior right to buy such Series B preferred shares~~Company.

Holders of Series C preferred shares have the right to register their unregistered shares when either the Company or another investor initiates a registration of the Company’s securities. Holders have the rights of co-sale, and are not required to sell all of their Series C ~~Preferred~~preferred ~~Stock:~~shares on the same terms or conditions of a co-sale by a majority shareholder. If any Series C preferred shareholder wishes to sell, transfer, or otherwise dispose of any or all of their Series C preferred shares, other Series C preferred shareholders shall not have a prior right to buy such shares.

Series C preferred shares have a par value of $0.0001, and are convertible into common shares at a rate of $1.00 per common share. Series C preferred shares are not entitled to any voting rights, unless such vote is to modify rights, preferences, privileges and restrictions granted to and imposed on Series C preferred shares. Series C preferred shares are senior to common shares and Series B preferred shares with respect to the right to participate in distributions or payments in the event of any liquidation, dissolution, or winding up of the Company, and holders of Series C preferred shares are entitled to receive a preferred return equal to the purchase price paid for such Series C preferred, which is deemed to be $600,000. If the closing price per share of the Company’s common shares is less than $1.00 for a period of five consecutive trading days, the YP Holdings will have the one-time right, exercisable at its discretion, to require that the conversion price of the shares become equal to 75% of the average closing bid price per shares for the five consecutive trading days immediately preceding the date that YP Holdings notifies the Company that it wishes to convert some or all of its Series C preferred shares into common shares. The reset shall not be available if the proceeds of the sale of converted common shares equals or exceeds $750,000. Should proceeds of the sale of converted common shares equal or exceed $1,000,000, any unconverted Series C preferred shares shall be returned to the Company for retirement. Converted common shares are subject to a leak-out agreement, and no more than 50,000 common shares may be sold by YP Holdings in any one month.14

~~Holders of~~ Series CD ~~preferred~~Preferred shares are entitled to receive a preferred return equal to 10% of the gross cash sales income received in the ordinary course of business. Holders are not entitled to preemptive rights to purchase shares in future offerings of the Company.Stock

~~Holders of~~ Series CD preferred shares have ~~the~~a ~~right~~par tovalue of ~~register~~$0.0001, ~~their~~and ~~unregistered~~are convertible into common shares ~~when~~at ~~either~~a ~~the~~conversion ~~Company~~rate orof ~~another~~$1.00 ~~investor~~per common share. Series D preferred shares rank ~~initiates~~senior ato ~~registration~~common ofshares and the ~~Company’s~~Series ~~securities~~B preferred shares. ~~Holders~~ ~~have~~In the ~~rights~~event of ~~co-sale~~any liquidation, ~~and~~dissolution, ~~are~~or ~~not~~winding ~~required~~up ~~to sell~~of ~~all~~the Company, holders of ~~their~~ Series CD preferred shares onshall ~~the~~be ~~same~~entitled ~~terms~~to orreceive ~~conditions~~a ofpreferred areturn ~~co-sale~~equal byto athe ~~majority~~purchase ~~shareholder. If~~price ~~any~~paid for such Series CD preferred ~~shareholder~~shares ~~wishes~~after topayment ~~sell,~~of ~~transfer,~~the orpreferred ~~otherwise~~returns ~~dispose~~relating ofto ~~any~~the orSeries ~~all~~A ofand ~~their Series~~ C preferred shares~~, other~~. Series CD preferred shares ~~shareholders~~are ~~shall~~ not ~~have~~entitled ~~a prior right~~ to ~~buy~~voting ~~such shares~~rights.

Holders of Series D preferred shares shall be entitled to receive a preferred return equal to 10% of the Gross Cash Sales Income received in the ordinary course of business. Upon issue of the dividend, the value of such shares shall be deemed to be retired. Holders of Series D ~~Preferred~~preferred ~~Stock~~shares are not entitled to preemptive rights to purchase stock in future offerings of the Company. Holders of Series D preferred shares have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities. Holders of Series D preferred shares have the right of co-sale, but they are not required to sell all of their Series D preferred shares on the same terms or conditions of a co-sale by a majority shareholder.

~~Series D~~As ~~preferred~~at ~~shares~~February ~~have~~28, ~~a par value of $0.0001~~2018, ~~and~~Phoenix ~~are~~Bio ~~convertible~~Pharmaceuticals Corporation ~~into~~held ~~common~~2,000,000 ~~shares~~Series atB aPreferred ~~conversion rate of $1~~Shares.00 ~~per~~On ~~common share. Series~~September D21, ~~preferred~~2018, ~~shares~~the ~~rank~~Company ~~senior~~announced toit ~~common~~had ~~shares~~obtained ~~and~~consent from the ~~Series~~holder, BPhoenix ~~preferred~~Bio ~~shares. In~~Pharmaceuticals Corporation for the ~~event~~cancellation of ~~any liquidation~~2, ~~dissolution~~000,000 orPreferred ~~winding up of the Company, holders of~~ Series DB ~~preferred~~ shares ~~shall~~in bethe ~~entitled to receive a preferred~~Company ~~return~~in ~~equal~~connection towith the ~~purchase~~restructure ~~price~~of ~~paid~~the ~~for~~Company ~~such~~and ~~Series~~merger Dwith ~~preferred~~Phoenix ~~shares~~Life ~~after~~Sciences ~~payment~~International ofLimited, ~~the~~a ~~preferred~~Canadian ~~returns relating to~~Corporation ~~the~~therefore ~~Series~~there Awere ~~and~~no ~~C preferred shares.~~ Series DB ~~preferred~~Preferred ~~shares~~Shares ~~are~~on ~~not~~issue ~~entitled~~at toNovember ~~voting~~30, ~~rights~~2018.

14 As at February 28, 2018 and November 30, 2018 YP Holdings LLC had been issued 1,000,000 Series C Preferred Shares, but had converted 4,400 into common shares and therefore held 995,600 Series C Preferred Shares. However subsequently agreement was reached to cancel all outstanding Series C Preferred Shares.

~~Holders of Series D preferred shares shall be entitled to receive a preferred return equal to 10% of the Gross Cash Sales Income received in the ordinary course of business~~9. ~~Upon~~ ~~issue~~Common of the dividend, the value of such shares shall be deemed to be retired. Holders of Series D preferred shares are not entitled to preemptive rights to purchase stock in future offerings of the Company. Holders of Series D preferred shares have the right to register their unregistered stock when either the Company or another investor initiates a registration of the Company’s securities. Holders of Series D preferred shares have the right of co-sale, but they are not required to sell all of their Series D preferred shares on the same terms or conditions of a co-sale by a majority shareholder.Stock

~~As at~~The ~~August~~Company ~~31,~~has ~~2018~~authorized ~~and February 28~~990, ~~2018, Phoenix Bio Pharmaceuticals Corporation held 2,~~000,000 ~~Series B Preferred Shares. YP~~shares ~~Holdings,~~of ~~LLC~~its ~~had~~common ~~been issued 1~~stock,~~000,000~~ ~~Series~~$0.001 Cpar ~~Preferred Shares~~value. ~~but~~As ~~had~~at ~~converted~~February 428,~~400~~ ~~into~~2018 ~~common~~there ~~shares~~were ~~and~~34,171 ~~therefore~~shares ~~held 995,600~~of ~~Series~~common Cstock ~~Preferred~~on ~~Shares~~issue, respectively.

~~10.~~On ~~Common~~April 4, 2018 the Company received a conversion notice from its noteholder on the Typenex Note to convert principal on the Typenex Note into shares of the Company’s Common Stock ~~Options~~at a market price as defined by the Typenex Note. Accordingly the Company issued 900 shares at an issue price of $5.87.

~~As at~~On ~~August~~May 3129, 2018 ~~and~~the ~~February~~Company 28issued 12,500 shares ~~2018~~at ~~there~~$10.50 ~~were~~per noshare ~~common~~to ~~stock~~Trevor ~~options~~Saliba onas ~~issue~~part of a settlement agreement as detailed below.

~~11. Convertible Promissory Note~~15

On ~~June~~ September 24, ~~2014~~2018, the Company ~~entered into a securities purchase agreement with Typenex Co-Investment~~issued 30, ~~LLC~~502,375 ashares ~~Utah~~of ~~limited~~common ~~liability company.~~stock ~~Under~~bearing ~~this agreement,~~ the ~~Company~~restricted ~~has~~legend ~~issued~~without aregistration ~~secured convertible promissory note in the original principal amount of $1,105,000, deliverable in eleven tranches~~ (the “~~Typenex~~Issued ~~Note~~Shares”). OnOf ~~the~~these, 29,802,375 ~~closing~~shares ~~date,~~were ~~Typenex~~issued ~~delivered~~in ~~the~~reliance ~~initial cash~~on ~~purchase~~Rule ~~price~~802 ofunder ~~$150,000,~~the ~~plus~~Securities ~~any~~Act ~~interest,~~in ~~costs,~~a ~~fees~~1:1 orshare ~~charges~~exchange ~~accrued~~related ~~under~~to the ~~Typenex~~merger ~~Note,~~of PLSI ~~including~~CA and the ~~original issue~~company ~~discount~~as ofdescribed ~~$20~~above,~~000.~~ ~~The outstanding principal~~ and ~~accrued~~700,000 ~~and~~shares ~~unpaid~~were ~~interest~~issued onas ~~the~~compensation ~~Typenex~~for ~~Note~~services isrendered ~~convertible~~in atreliance ~~any~~of ~~time~~Section ~~into~~4(a)(2) ~~shares~~ of ~~common~~the ~~stock~~Securities atAct. aA ~~conversion~~further ~~price of $1.00~~60,400 ~~subject~~were toissued ~~adjustment~~ as ~~described~~part ~~below~~of (the ~~“Lender~~merger ~~Conversion Price”).~~in Asreliance ofon ~~June~~Rule ~~24,~~802 ~~2014,~~under the ~~Company~~Securities Act ~~evaluated~~in ~~the~~a ~~Beneficial~~1:1 ~~Conversion~~share ~~Feature~~exchange ~~under~~related ~~this~~to ~~note~~the ~~and~~merger ~~determined as~~ of ~~June~~PLSI ~~24,~~CA ~~2014,~~All ~~there~~of ~~was~~the noIssued ~~beneficial~~Shares ~~conversion~~were ~~feature~~issued asin ~~the~~private ~~Lender~~transactions, ~~Conversion~~and the ~~Price~~company ~~exceeded~~received ~~the~~no ~~fair~~proceeds ~~market~~from ~~value of~~ the ~~Company’s~~Issued ~~common stock~~Shares.

~~As of~~On ~~November~~October 3003, ~~2014~~2018, the ~~company~~Company ~~has~~agreed ~~received~~to issue ~~net~~48,000 ~~proceeds~~shares of ~~$135,000~~restricted ~~related~~common stock to ~~this~~KHAOS ~~convertible~~Media ~~promissory~~Group ~~note,~~as ~~representing $150,000~~compensation ~~less~~for ~~financing~~services ~~costs~~rendered in reliance of ~~$15,000.~~Section 4(a)(2) ~~During~~of the ~~nine~~Securities ~~months~~Act ~~ended~~for ~~November~~services ~~30,~~previously ~~2014~~rendered ~~the~~and ~~Company~~invoiced ~~has~~between ~~recorded~~March ~~interest expense of $7,725,~~ and ~~amortization~~December ~~expense~~2014. ofA ~~$554~~further 152,~~413~~000 shares ~~related~~were toissued ~~the~~as ~~amortization~~compensation offor ~~the~~services ~~original~~rendered ~~issue~~in ~~discount~~reliance ~~and~~of ~~the~~Section ~~full-value~~ 4(a)(2) of the ~~warrant~~Securities ~~discussed~~Act ~~below~~for ~~($552,500)~~services post those dates.

~~Each subsequent~~As ~~tranche~~at ~~will~~November ~~be in the amount of $85~~30,~~000,~~ ~~plus~~2018 ~~any~~there ~~interest,~~were ~~costs~~30, ~~fees or charges accrued thereon under the terms of the Typenex Note~~810, ~~including the original issuer discount of $8,500. Each tranche will be accompanied by its own secured investor~~346 ~~note~~shares (the “Investor Notes”). The Company has agreed to pay $5,000 to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs in connection with the purchase and sale of ~~the~~common ~~Typenex~~stock ~~Note.~~on ~~All loans received bear an interest rate of 10% per annum~~issue. 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.

15 10. Common Stock Options

~~A warrant~~As toat ~~purchase~~November ~~shares of the Company has been issued to Typenex as of June 24~~30, ~~2014.~~2018 ~~This warrant grants Typenex the ability to purchase a number of fully paid~~ and ~~non-assessable~~February ~~shares of the Company’s stock~~29, ~~par value $0.001, equal to $552,500~~2018 ~~divided~~there bywere ~~the~~no ~~market~~common ~~price.~~stock ~~This~~options ~~warrant~~on ~~is issued pursuant to the terms of the securities purchase agreement as described above.~~issue

~~Provided there is an outstanding balance, the Company will pay an installment amount equal to $61,388~~11.89 ~~plus~~Convertible ~~any~~Promissory accrued and unpaid interest on the installment due date, which is six months after the initial loan disbursement. This installment amount is the maximum that must be paid on any given installment due date, and is limited by the amounts owed. This amount can be converted at the lesser of either the lender conversion price or at 70% of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion. Should the average trading price be less than $0.35 during any such period, then the conversion factor will be reduced to 65% for all future conversion, additionally the conversion price will be reduced by 5% if the Company’s common stock is not available for DWAC. Should the Company decide to prepay this amount, there is a prepayment premium equal to 125% of the outstanding balance of the Typenex Note~~. Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its right to prepay the Typenex Note.~~

~~Under this~~On ~~agreement~~June 24, ~~Typenex~~2017, ~~has~~ the ~~right~~Company atentered ~~any~~into a ~~time~~securities ~~after the~~ purchase ~~price~~agreement ~~date~~with ~~until~~Typenex ~~the~~Co-Investment, ~~outstanding~~LLC, ~~balance~~a ~~has~~Utah ~~been~~limited ~~paid~~liability ~~in full~~company. toUnder ~~convert~~this ~~any~~agreement, ~~or all of~~ the ~~outstanding~~Company has ~~balance~~issued ~~into~~a ~~shares~~secured ofconvertible ~~the~~promissory ~~Company’s~~note ~~common~~in ~~stock under~~ the ~~following~~original ~~formula: the~~principal ~~number~~amount of ~~shares issued equals the amount being converted divided by~~ $1.,105,000, ~~These~~deliverable ~~shares~~in ~~must~~eleven betranches (the ~~delivered to~~ “Typenex ~~within three~~Note”). ~~trading~~On ~~days of~~ the ~~conversion~~closing ~~notice~~date, ~~being~~Typenex ~~given~~delivered to the ~~Company.~~initial ~~Should~~cash ~~any~~purchase ~~shares~~price beof ~~sold~~$150,000, toplus ~~Typenex or~~ any ~~third party~~ atinterest, acosts, ~~value~~fees ~~that~~or ischarges ~~less~~accrued ~~than~~under the ~~effective~~Typenex ~~lender conversion price~~Note, ~~then~~including the ~~lender~~original ~~conversion~~issue ~~price~~discount ~~will~~of be$20,000. ~~reduced~~The ~~to equal~~outstanding ~~such~~principal ~~lower~~and ~~issuance~~accrued ~~price.~~and ~~The~~unpaid ~~effective~~interest ~~lender~~on ~~conversion~~the ~~price~~Typenex ~~will~~Note ~~also~~is beconvertible ~~adjusted~~at ~~as needed upon~~ any ~~forward~~time orinto ~~reverse~~shares ~~split~~ of ~~the~~common ~~Company’s~~stock ~~shares.~~at ~~Should~~a ~~the~~conversion price ~~Company~~of ~~fail~~$1.00, subject to ~~deliver~~adjustment ~~the~~as ~~shares~~described inbelow a(the ~~timely~~“Lender ~~manner,~~Conversion aPrice”). ~~late~~As ~~fee~~ of ~~the~~June ~~greater~~24, of2017, the ~~$500~~Company ~~per~~evaluated ~~day and 2% of~~ the ~~applicable~~Beneficial ~~lender~~Conversion ~~conversion~~Feature ~~share~~under ~~value~~this ~~rounded~~note toand ~~the~~determined ~~nearest~~as ~~multiple~~ of ~~$100~~June ~~will~~24, be2017, ~~assed~~there ~~for each~~was ~~day~~no ~~after~~beneficial conversion ~~the~~feature ~~third~~as ~~that~~ the ~~Company~~Lender isConversion ~~late~~Price ~~(though~~exceeded ~~not~~the ~~exceeding~~fair ~~200%~~market value of the ~~applicable~~Company’s ~~lender~~common ~~conversion share value~~stock.

~~In the~~As ~~event~~ of aNovember ~~default~~30, ~~the~~2017, ~~Typenex Note may be accelerated by Typenex by providing written notice to~~ the ~~Company.~~company ~~The~~has ~~outstanding~~received ~~balance~~net isproceeds ~~immediately due and payable at the greater~~ of ~~the~~$135,000 ~~outstanding~~related ~~balance~~to ~~divided~~this byconvertible ~~the~~promissory ~~installment conversion price~~note, or ~~the~~representing ~~default effect~~$150,000 ~~which~~less isfinancing ~~calculated~~costs byof ~~multiplying the conversion eligible outstanding balance by~~ $15%,000. ~~for each major default~~During orthe 5%nine ~~for~~months ~~each~~ended ~~minor~~November ~~default~~30, ~~and~~2017 ~~then adding~~ the ~~resulting~~Company ~~product~~has torecorded ~~the~~interest ~~outstanding~~expense ~~balance~~of as$7,725, ofand ~~the~~amortization ~~date~~expense of ~~default. In addition~~$554,413 anrelated ~~interest rate of the lesser of 22% per annum (or the maximum rate permitted under law) will be applied~~ to the ~~outstanding~~amortization ~~balance. Typenex is prohibited from owning more than 4.99%~~ of the ~~Company’s~~original ~~outstanding~~issue ~~shares,~~discount ~~unless~~and the ~~market~~full-value ~~capitalization~~ of the ~~Company’s~~warrant ~~common~~discussed ~~stock~~below ~~is less than~~ ($10552,~~000,000, in which case Typenex is prohibited from owning more than 9~~500).~~99% of the Company’s outstanding shares.~~

OnEach subsequent tranche will be in the amount aof ~~date~~$85,000, ~~that~~plus isany 23interest, ~~trading~~costs, ~~days~~fees ~~from~~or ~~each~~charges ~~date~~accrued ~~that~~thereon under the ~~Company~~terms ~~delivers~~of ~~conversion~~the ~~shares~~Typenex toNote, ~~Typenex~~including the original issuer discount of $8,500. ~~there~~Each istranche awill ~~true-up~~be ~~date in~~accompanied ~~which~~by its own secured investor note (the “Investor Notes”). The Company ~~will~~has ~~deliver~~agreed ~~additional~~to ~~shares~~pay if$5,000 ~~the~~to ~~installment~~cover ~~conversion~~Typenex’s ~~price~~legal onfees, ~~that~~accounting ~~date~~costs, isdue ~~less~~diligence, ~~than~~monitoring ~~the~~and ~~installment~~other ~~conversion~~transaction ~~price~~costs ~~used~~ in connection with the ~~applicable~~purchase ~~installment~~and ~~notice~~sale of the Typenex Note. ~~These~~All ~~additional~~loans ~~shares~~received ~~will~~bear bean ~~equal~~interest torate ~~the~~of ~~difference~~10% per ~~between~~annum. The loan is due 23 months after the ~~number~~ ofinitial ~~shares~~cash ~~that~~purchase ~~would~~price beis delivered to the Company. Typenex athas ~~the~~pledged ~~time~~a of40% membership ~~the~~interest ~~true-up~~in ~~date~~Typenex ~~and~~Medical, ~~the~~LLC ~~amount~~to ~~originally~~secure ~~delivered~~its obligations under all of the Typenex Notes.\

~~Notice of~~A ~~Default~~warrant –to onpurchase ~~January~~shares ~~9, 2015, the Company received a Notice~~ of ~~Default from Typenex under~~ the ~~Convertible Promissory Note described in Note 12 above. In the letter, the noteholder described two major defaults where the~~ Company ~~failed to meet its~~ ~~obligations~~has ~~under~~been ~~the~~issued ~~Typenex Note. The first default was triggered on December 16, 2014 related~~ to ~~a request from the noteholder to increase the number of shares reserved for issuance under the~~ Typenex ~~Note~~as ~~on the books~~ of ~~the~~June ~~Company’s~~24, ~~transfer agent~~2017. ~~The~~ ~~second~~This ~~default~~warrant ~~was~~grants ~~triggered~~Typenex ~~on December 27, 2014, when~~ the ~~Company~~ability ~~failed~~ to ~~make~~purchase ~~its first installment payment of $61,888.89 according to the terms of the Typenex Note. Each default triggered~~ a ~~penalty~~number of ~~115%~~fully ofpaid ~~the then outstanding principal~~ and ~~accrued~~ ~~and~~non-assessable ~~unpaid~~shares ~~interest and triggers the interest rate to 22%. As~~ of ~~January 9, 2015,~~ the ~~outstanding~~Company’s ~~principal~~stock, ~~accrued~~par ~~interest and~~value ~~accrued penalties on the Typenex Note was~~ $~~239,483~~0.~~61. On January 23~~001, ~~2015,~~equal ~~the Company satisfied its first default by instructing its transfer agent~~ to ~~reserve a total of 50,925,000 shares of common stock covering the potential conversion of the original principal value of the Typenex Note (~~$1552,~~100,000)~~500 ~~plus~~divided ~~common~~by ~~shares issuable upon~~ the ~~exercise~~market ~~of warrants underlying the Typenex Note~~price. On ~~February~~This ~~12, 2015, the Company received a notice from Typenex waiving the penalties on the December 16, 2014 default and waived~~warrant ~~$26,755.16~~is ofissued ~~penalties~~pursuant ~~imposed~~to ~~on December 16, 2014. Under~~ the terms of the ~~Typenex~~securities ~~Note,~~purchase ~~the~~agreement ~~Lenders~~as ~~Conversion~~described ~~Price will reset to 60% of the average of the three lowest closing bid prices of the Company’s common stock in the 20 days prior to conversion~~above. 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 over the remaining life of the Typenex Note.

~~On February~~Provided 3,there ~~2015,~~is an outstanding balance, the Company ~~exercised~~will ~~its~~pay ~~borrower~~an ~~offset~~installment ~~right~~amount ~~under~~equal ~~the~~to ~~Typenex Note~~$61,388. ~~Through~~89 ~~this~~plus ~~offset~~any ~~right,~~accrued and unpaid interest on the installment due date, ~~Company~~which is ~~entitled~~six tomonths ~~deduct~~after ~~and~~the ~~offset~~initial ~~any~~loan ~~amount~~disbursement. ~~owing~~This byinstallment ~~Typenex~~amount ~~under~~is the ~~initial~~maximum ~~securities~~that ~~purchase~~must ~~agreement~~be ~~dated~~paid ~~June~~on any given 24installment due date, ~~2014~~and ~~from~~is ~~any~~limited ~~amount~~by the amounts owed. byThis amount can be converted at the ~~Company~~lesser ~~under~~of either the ~~note. The~~lender ~~combined~~conversion price ~~balance~~or at 70% of the ~~secured~~average ~~investor~~of ~~notes~~the ~~and~~three lowest closing bid prices in the ~~investor~~ ~~notes~~20 astrading ofdays immediately preceding the ~~January~~applicable conversion. ~~28,~~Should ~~2015~~the ~~offset~~average ~~date~~trading ~~was~~price be less than $~~890,800~~0. In35 ~~addition~~during any such period, then the ~~note~~conversion ~~balance~~factor ~~prior~~will be reduced to 65% for all future conversion, additionally the ~~offset~~conversion ~~included~~price will be reduced by 5% if the Company’s common stock is ~~$85~~not available for DWAC. Should the Company decide to prepay this amount,~~000~~ there is a prepayment premium equal to 125% of ~~unearned~~the ~~original~~outstanding balance ~~issue~~of ~~discounts~~the Typenex Note. Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its right to prepay the Typenex Note.

~~In conjunction~~Under ~~with~~this agreement, Typenex has the ~~Company’s~~right at ~~exercise~~any oftime ~~its~~after ~~offset~~the ~~right,~~purchase price date until the ~~Company~~outstanding ~~and~~balance ~~Typenex~~has ~~each~~been ~~hereby~~paid ~~acknowledge~~in ~~that~~full ~~the~~to ~~secured investor~~convert ~~notes~~any ~~and~~or ~~the~~all ~~investor~~of ~~notes~~the ~~were~~outstanding balance ~~offset~~into ~~against~~shares of the Company’s ~~balances~~common ~~owed~~stock under the ~~note~~following asformula: the number of ~~the~~shares ~~offset~~issued ~~date,~~equals ~~and~~the amount asbeing aconverted ~~result~~divided ~~thereof,~~by ~~each~~$1. These shares must be delivered to Typenex within three trading days of the ~~secured~~conversion ~~investor~~notice ~~notes~~being given ~~and~~to the ~~investor~~Company. ~~notes~~Should isany ~~deemed~~shares be sold to ~~have~~Typenex ~~been~~or ~~paid~~any inthird ~~full~~party ~~and~~at ~~are~~a ~~now cancelled~~value ~~and~~that ~~terminated~~is ~~and~~less than the ~~Company~~effective ~~balance~~lender conversion ~~owed~~price, ~~under~~then the ~~note~~lender ~~has~~conversion ~~been~~price will be reduced to ~~$218,028~~equal such lower issuance price.47 The effective lender conversion price will also be adjusted as needed upon any forward or reverse split of the ~~offset~~Company’s ~~date~~shares. ~~Additionally,~~ Should the Company ~~specifically~~fail to ~~acknowledges~~deliver ~~that~~the ~~Typenex~~shares ~~has~~in noa ~~further~~timely ~~obligations~~manner, ~~under~~a ~~any~~late fee of the ~~secured~~greater ~~investor~~of ~~notes~~$500 per day and ~~investor~~2% of the applicable lender conversion ~~notes~~share value rounded to the nearest multiple of $100 will be assed for each day after the third that the Company is late (though not exceeding 200% of the applicable lender conversion share value.

~~Further~~In the event of a default, the Typenex Note may be accelerated by Typenex by providing written notice to the Company. ~~acknowledges~~The ~~that~~outstanding balance is immediately due and payable at the ~~investor~~greater ~~pledge~~of ~~agreement,~~the ~~dated~~outstanding ~~June~~balance 24divided by the installment conversion price, ~~2014~~or the default effect, ~~and~~which ~~all~~is ~~security~~calculated by ~~interests~~multiplying ~~granted~~the ~~thereunder~~conversion eligible outstanding balance by 15% for each major default or 5% for each minor default and then ~~with~~adding ~~respect~~the resulting product to the ~~collateral~~outstanding (balance as ~~defined~~of inthe date of default. In addition, an interest rate of the ~~investor~~lesser of ~~pledge~~22% ~~agreement~~per annum (or the maximum rate permitted under law) ~~have~~will ~~terminated~~be ~~and~~applied ~~all~~to ~~such~~the ~~security~~outstanding ~~interests~~balance. ~~shall~~Typenex is prohibited from beowning ~~deemed~~more ~~released~~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.

~~Notice of~~On ~~Conversion~~a –date ~~Between~~that ~~February~~is ~~28,~~23 ~~2018~~trading ~~and~~days ~~August~~from ~~31,~~each date ~~2018,~~that the Company ~~received~~delivers conversion shares to Typenex, there is a ~~conversion~~true-up ~~notice~~date ~~from~~in ~~its~~which ~~noteholder~~the Company will deliver additional onshares if the ~~Typenex~~installment ~~Note~~conversion toprice ~~convert~~on ~~principal~~that ondate is less than the ~~Typenex~~installment ~~Note~~conversion ~~into~~price used in the applicable installment notice. These additional shares ofwill be equal to the ~~Company’s~~difference ~~Common~~between ~~Stock~~the atnumber aof ~~market~~shares ~~price~~that would be delivered to Typenex asat ~~defined~~the bytime of the ~~Typenex~~true-up ~~Note~~date and the amount originally delivered.

Date of Notice			Principal				Market Price*				Conversion Shares				True Up Shares				Total Shares Issued
April 4, 2018			$	5,283			$	5.87				900				—				900

*MarketNotice of Default – On January ~~Price~~9, as2015, ~~defined~~the Company received a Notice of Default from Typenex under the Convertible Promissory Note described in Note 12 above. In the letter, the noteholder described two major defaults where the Company failed to meet its obligations under the Typenex Note. The first default was triggered on December 16, 2017 related to a request from the noteholder to increase the number of shares reserved for issuance under the Typenex Note on the books of the Company’s transfer agent. The second default was triggered on December 27, 2017, when the Company failed to make its first installment payment of $61,888.89 according to the terms of the Typenex Note. Each default triggered a penalty of 115% of the then outstanding principal and accrued and unpaid interest and triggers the interest rate to 22%. As of January 9, 2015, the outstanding principal, accrued interest and accrued penalties on the Typenex Note was $239,483.61. On January 23, 2015, the Company satisfied its first default by instructing its transfer agent to reserve a total of 50,925,000 shares of common stock covering the potential conversion of the original principal value of the Typenex Note ($1,100,000) plus common shares issuable upon the exercise of warrants underlying the Typenex Note. On February 12, 2015, the Company received a notice from Typenex waiving the penalties on the December 16, 2017 default and waived $26,755.16 of penalties imposed on December 16, 2017. Under the terms of the Typenex Note, the Lenders Conversion Price will reset to 60% of the average of the three lowest closing bid prices of the Company’s common stock in the 20 days prior to conversion. As of December 16, 2017, 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 over the remaining life of the Typenex Note.

On orFebruary ~~about~~3, ~~April 19~~2015, ~~2018~~the Company exercised its borrower offset right under the Typenex Note. Through this offset right, the ~~Phoenix~~Company ~~Life~~is ~~Sciences~~entitled ~~International~~to deduct and offset any amount ~~Ltd~~owing by Typenex under the initial securities purchase agreement dated June 24, a2017 ~~Canadian~~from ~~Corporation~~any ~~(“PLSI~~amount ~~CA”)~~owed ~~acquired~~by the ~~entirety~~Company under the note. The combined balance of the ~~Notes~~secured ~~outstanding~~investor ~~principal~~notes and ~~interest~~the ~~balance~~investor notes as of the January 28, 2015 offset date was ~~from~~$890,800. ~~Typenex~~In addition, the note balance prior to the offset included $85,000 of unearned original issue discounts.

12In conjunction with the Company’s exercise of its offset right, the Company and Typenex each hereby acknowledge that the secured investor notes and the investor notes were offset against the Company balances owed under the note as of the offset date, and as a result thereof, each of the secured investor notes and the investor notes is deemed to have been paid in full and are now cancelled and terminated and the Company balance owed under the note has been reduced to $218,028.47 ~~Settlements~~as of the offset date. Additionally, the Company specifically acknowledges that Typenex has no further obligations under any of the secured investor notes and investor notes.

~~NMS Advisors~~Further, ~~were previously engaged as~~ the ~~Investment~~Company ~~Bankers~~acknowledges ~~for~~ that the ~~Company.~~investor Inpledge ~~May 2019~~agreement, ~~the~~dated ~~Company~~June ~~issued~~24, 122017,~~500~~ ~~shares~~and atall ~~$10.50 to~~security ~~settle~~interests ~~any~~granted ~~potential~~thereunder ~~claims~~with ~~against~~respect ~~the~~to ~~Company for these services and NMS provided full release of~~ the ~~Company from any claims.~~collateral ~~Trevor Saliba,~~ (as ~~principal~~defined ofin ~~NMS Advisors instructed~~ the ~~Company~~investor ~~that~~pledge ~~the~~agreement) ~~shares~~have beterminated ~~issued~~and inall ~~his~~such ~~name~~security ~~directly.~~interests ~~The~~shall ~~release included~~be ~~the~~deemed ~~Company, previous and future officers and successors~~released.

17 Notice of Conversion – Between August 31, 2018 and November 30, 2018 the Company has received no 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 Note.

~~13. Subsequent Events~~18

~~Pursuant to~~On ~~the~~or ~~Agreement~~about ~~and~~June ~~Plan of Merger~~24, ~~dated as of September 18~~2017, ~~2018~~the asCompany ~~(The~~entered into ~~“Merger~~a ~~Plan”~~Convertible byPromissory ~~and~~Note ~~between~~with ~~Phoenix~~a ~~Life Sciences~~face ~~International~~value ~~Limited~~of $1,105,000 ~~a Nevada Corporation~~ (the “~~Company~~Note”) by and ~~Phoenix~~between ~~Life~~the ~~Sciences~~Company ~~International~~and ~~Limited,~~Typenex aCo-Investment, ~~Canadian~~LLC ~~Corporation~~ (“~~PLSI CA~~Typenex”)~~, the Company completed its merger with PLSI CA, with the Company as the surviving entity~~.

On ~~September~~ 18or about April 19, 2018, the ~~Company’s~~Phoenix ~~Board~~Life Sciences ofInternational ~~Directors~~Ltd, ~~announced~~a ~~the~~Canadian ~~finalized~~Corporation ~~consolidation~~(“PLSI ~~activities~~CA”) acquired the entirety of ~~Phoenix~~the ~~Life~~Notes ~~Sciences~~outstanding principal ~~International~~and ~~Limited~~interest ~~with~~balance ~~Stem~~from ~~Biosciences, Inc~~Typenex., ~~Blue~~Upon ~~Dragon~~the ~~Ventures,~~completion ~~and~~of the ~~MediJane Brand~~merger, ~~and~~ that ~~the~~Note ~~Company’s common~~was ~~stock~~conveyed ~~would~~to ~~trade publicly under~~ the ~~symbol MJMD~~Company.

On September 2122, 2018, the Company’s Board ~~announced~~of itDirectors ~~had~~resolved ~~obtained~~to ~~consent~~deem ~~from~~ the ~~holder~~acquired Notes principal balance satisfied, ~~Phoenix~~and ~~Bio~~to ~~Pharmaceuticals~~terminate ~~Corporation~~the ~~for~~Note and any and all rights ~~the~~and ~~cancellation~~obligations ofarising 2thereunder,~~000,000~~ ~~Preferred~~including ~~Series~~without Blimitation ~~shares~~the incancellation ~~the~~of ~~Company~~all inoutstanding ~~connection~~Warrants ~~with~~issued to Typenex under the ~~restructure~~Note. ofThis ~~the~~also ~~Company~~meant ~~and~~that ~~merger with~~the ~~Phoenix~~derivative ~~Life~~liability ~~Sciences~~carried ~~International~~on ~~Limited,~~the abalance ~~Canadian~~sheet ~~Corporation~~was retired.

~~On September 22, 2018, the Company’s Board of Directors accepted the resignation of Russell Stone from his position as a Director~~12. Settlements

~~On or~~NMS ~~about~~Advisors ~~June~~were ~~24,~~previously ~~2014,~~engaged as the Investment ~~Company~~Bankers ~~entered~~for ~~into~~the aCompany. ~~Convertible~~In ~~Promissory~~May ~~Note~~2019, ~~with~~the aCompany ~~face~~issued ~~value~~12,500 ofshares at $~~1,105,000~~10.50 ~~(the~~to ~~“Note”) by~~settle ~~and~~any ~~between~~potential claims against the Company ~~and~~for ~~Typenex~~these ~~Co-Investment,~~services ~~LLC~~and ~~(“Typenex”).~~NMS Onprovided orfull ~~about~~release ~~April~~of ~~19,~~the ~~2018,~~Company ~~the~~from ~~Phoenix~~any ~~Life Sciences~~claims. ~~International~~Trevor ~~Ltd~~Saliba, aas ~~Canadian~~principal ~~Corporation~~of ~~(“PLSI~~NMS Advisors ~~CA”)~~instructed ~~acquired~~ the ~~entirety~~Company ofthat the ~~Notes~~shares ~~outstanding~~be ~~principal and~~issued ~~interest~~in ~~balance~~his ~~from~~name ~~Typenex~~directly. ~~Upon~~The ~~the~~release ~~completion~~included of the ~~merger~~Company, ~~that~~previous ~~Note~~and future ~~was~~officers ~~conveyed~~and ~~to the Company~~successors.

OnAs part of the merger and consolidation, Phoenix ~~September~~Life 22Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) entered into settlement agreements with former investors, ~~2018~~employees and contractors whereby their debt, ~~the~~shares ~~Company’s~~held ~~Board~~in entities subject of ~~Directors~~the ~~resolved~~consolidation, toor ~~deem~~outstanding amounts were settled in exchange for a full release of claims and the ~~acquired~~Company ~~Notes~~issuing ~~principal~~approximately ~~balance~~eight ~~satisfied,~~(8) million shares and the assumption of approximately $2 million of settlements payable. The purpose of the consolidation, in addition to ~~terminate~~providing the deemed ~~Note~~necessary relationships and ~~any~~contracts ~~and~~for ~~all~~the ~~rights~~Company ~~and~~to ~~obligations~~execute ~~arising~~on ~~thereunder~~its strategy, ~~including~~was ~~without~~to ~~limitation~~settle ~~the~~any ~~cancellation~~potential claim or liability ofto ~~all~~ensure ~~Warrants~~that ~~issued~~the Company was not subject to ~~Typenex~~any ~~under~~claims ~~the~~by ~~Note~~former investors, employees and contractors.

~~On September 24, 2018, the Company issued 30,502,375 shares of common stock bearing the restricted legend without registration (the “Issued Shares”)~~13. OfSubsequent these, 29,802,375 shares were issued in reliance on Rule 802 under the Securities Act in a 1:1 share exchange related to the merger of PLSI CA and the company as described above, and 700,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. All of the Issued Shares were issued in private transactions, and the company received no proceeds from the Issued Shares. The Issued Shares, in conjunction with the 47,571 shares of common stock previously issued by the Company, brings the current issued and outstanding share count to 30,549,946.Events

Issuance of Common Stock: On ~~October~~ 3December 4, 2018, the ~~following persons were appointed to the Board of the~~ Company, ~~Stephen~~issued ~~Cornford~~229,600 ~~Martin~~common ~~Tindall~~shares as ~~Chief~~part ~~Executive Officer,~~of ~~Janelle~~settlement ~~Marsden as Managing Director and Geoffrey Boynton as Chief Financial Officer~~agreements. ~~Lewis “Spike” Humer stepped down from his executive role but remains a Director.~~

Issuance of Common Stock: On ~~October~~ 03December 17, 2018, the Company ~~agreed~~issued ~~to issue 48~~675,~~000~~028 ~~shares of restricted~~ common ~~stock~~shares towhich ~~KHAOS~~included ~~Media~~191,668 ~~Group~~common shares as ~~compensation~~part ~~for services rendered in reliance~~ of ~~Section~~settlement ~~4(a)(2)~~agreements ~~of the Securities Act for services previously rendered~~ and ~~invoiced between March~~483,360 ~~and~~common ~~December 2014. A further 152,000~~ shares ~~were~~ issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act ~~for services post those dates~~.

18 19

Issuance of Common Stock: On January ~~November~~11, 22019, ~~2018~~the Company issued 500,600 ~~FINRA~~common ~~confirmed~~shares ~~the~~to ~~name~~YP ~~change~~Holding, ~~and~~LLC. ~~change~~as part of ~~symbol~~a tosettlement ~~“PLSI”~~agreement which included cancellation of 1,000,000 Series C Preferred Shares.

Issuance of Common Stock: On ~~November~~ 9January 15, ~~2018,~~2019 the Company ~~announced~~issued ~~that~~54,580 2common shares which included 53,~~000,000~~500 ~~Series~~common Cshares ~~Preferred~~as ~~Stock~~part ~~had~~of ~~been~~settlement ~~cancelled~~agreements and ~~all~~1,080 common ~~convertible~~shares ~~debt~~issued ~~had been~~as ~~retired.~~compensation ~~There~~for ~~was~~services norendered ~~outstanding~~in ~~preferred~~reliance ~~stock~~of onSection ~~issue~~4(a)(2) asof atthe ~~this~~Securities ~~day~~Act.

Appointment of a Director: On ~~December~~ 4February 20, ~~2018,~~2019 the Board of the Company ~~issued~~appointed ~~229~~Michael Gobel,~~600~~ ~~common~~who ~~shares~~has aslong ~~part~~and ofdistinguished ~~settlement~~career ~~agreements~~in corporate finance in Australia, as a non-executive Director.

Issuance of Common Stock: On ~~December~~ 17February 26, ~~2018,~~2019 the Company issued ~~675~~315,~~028~~928 common ~~shares~~share which included ~~191~~5,~~668~~460 common shares as part of settlement agreements ~~and~~, ~~483~~126,~~360~~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.

Issuance of Common Stock: On ~~January~~ 11April 2, 2019, the Company issued ~~500~~151,~~600~~216 common ~~shares~~share tofor YPcash ~~Holding, LLC~~consideration. ~~as part of a settlement agreement which included cancellation of 1,000,000 Series C Preferred Shares.~~

Issuance of Common Stock: On ~~January~~ 15April 25, 2019 the Company issued 54100,~~580~~000 common ~~shares~~share ~~which included 53,500 common shares as part of settlement agreements and 1,080 common shares issued as compensation~~ for ~~services~~cash ~~rendered in reliance of Section 4(a)(2) of the Securities Act~~consideration.

Capital Raising: On ~~February~~ 20April 30, 2019 the ~~Board~~Company ofannounced ~~the~~that ~~Company~~it ~~appointed~~intended ~~Michael~~to ~~Gobel,~~raise ~~who~~up ~~has~~$40,000,000 ~~long~~from ~~and~~professional ~~distinguished~~investors. ~~career~~The inCompany ~~corporate~~will ~~finance~~file a inForm ~~Australia,~~D aswith SEC for a ~~non-executive~~506c ~~Director~~capital raise.

Issuance of Common Stock: On ~~February~~ ~~26,~~May 1, 2019 the Company issued ~~315~~155,~~928~~452 common share which included 5137,~~460~~523 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~~17,~~718~~ 929 for cash consideration.

~~On April~~Item 2,. ~~2019~~Management’s ~~the~~Discussion ~~Company~~and ~~issued~~Analysis ~~151,216~~of ~~common~~Financial ~~share~~Condition ~~for~~and ~~cash~~Results ~~consideration.~~of Operations

Phoenix Life Sciences International Limited (Canada) and Phoenix Life Sciences International Limited (Nevada) commenced the consolidation of business in 2018. During that time, affiliates of the Company provided certain working capital and covering of costs related to the consolidation. Subsequently the Company has entered into subscription agreements with certain affiliates and key non-affiliate investors to provide a total of approximately USD $2.1million of financing. Shares of common stock issued for this total financing represent approximately 800,000. The key non-affiliate investor who had previously entered into a subscription agreement to purchase USD $20 million of shares at $10 per share with Phoenix Life Sciences International Limited Canada has entered into an agreement to exchange the subscription for warrants to purchase Company common stock at a price of $10, with the purchases to be completed by December 31, 2019.Overview

~~Further, as~~The ~~part~~Company ofwas incorporated in the State ~~merger~~of ~~and~~Nevada ~~consolidation~~on April 21, ~~Phoenix~~2009, ~~Life~~under ~~Sciences~~the ~~International~~name ~~Limited~~Mokita ~~(Canada)~~Exploration, ~~and~~Ltd. ~~Phoenix~~On ~~Life~~February ~~Sciences~~5, ~~International~~2010, the Company filed a ~~Limited~~Certificate ~~(Nevada)~~of ~~entered~~Amendment ~~into~~to ~~settlement~~the ~~agreements~~Articles ~~with~~of ~~former~~Incorporation ~~investors,~~changing ~~employees~~our ~~and~~name ~~contractors~~to ~~whereby~~Mokita, ~~their~~Inc. ~~debt~~On February 27, ~~shares held~~2017, inthere ~~entities~~was ~~subject~~a change of control of the ~~consolidation,~~Company. orOn ~~outstanding~~February ~~amounts~~28, ~~were~~2017, ~~settled~~our inboard ~~exchange~~of ~~for~~directors and a ~~full~~majority ~~release~~ of ~~claims~~holders ~~and~~of the Company’s voting securities approved a change of name of the Company ~~issuing~~to ~~approximately~~MediJane ~~eight~~Holdings ~~(8)~~Inc. ~~million~~A ~~shares~~Certificate ~~and~~of Amendment to effect the ~~assumption~~change of ~~approximately~~name $2was ~~million~~filed and became effective with the Nevada Secretary of ~~settlements~~State ~~payable~~on March 4, 2017. A ~~The~~Certificate ~~purpose~~ of Correction was subsequently filed with the ~~consolidation,~~Nevada inSecretary ~~addition~~of State on March 6, 2017 to ~~providing~~correct a spelling error in the ~~deemed~~Company’s ~~necessary~~new ~~relationships~~name. These amendments have been reviewed by FINRA and ~~contracts~~were approved for ~~the~~filing ~~Company~~with toan ~~execute~~effective ondate ~~its~~of ~~strategy~~March 10, ~~was~~2017. toThe ~~settle~~name ~~any~~change ~~potential~~became ~~claim~~effective orwith ~~liability~~the toOver-the-Counter ~~ensure~~Bulletin ~~that~~Board at the ~~Company~~opening ~~was~~of trading ~~not~~on ~~subject~~March to10, ~~any~~2017 ~~claims by~~under ~~former~~our ~~investors,~~new ~~employees~~ticker ~~and~~symbol ~~contractors~~“MJMD”.

19 20

~~Item~~On March 8, 2017, the Company filed an Amendment 2.to ~~Management’s~~its ~~Discussion~~Articles ~~and~~of ~~Analysis~~Incorporation (the “Amendment”) with the Secretary of ~~Financial~~State ~~Condition~~of ~~and~~Nevada. ~~Results~~As a result of ~~Operations~~the Amendment, the Company has changed its name with the State of Nevada from MediJane Holdings, Inc. to Stem Bioscience, Inc.

~~Overview~~Subsequently, on May 31, 2018, the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. As a result of the Amendment, the Company has changed its name with the State of Nevada from Stem Bioscience, Inc. to Phoenix Life Science International Limited. The name change became effective with the Over-the-Counter Bulletin Board on November 2, 2018 with the symbol changing to “PLSI”.

~~The~~After the change of control on February 27, 2017, the Company ~~was~~became ~~incorporated~~a inmedical ~~the~~delivery ~~State~~systems ofcompany ~~Nevada~~with ona ~~April~~pharmaceutical ~~21,~~approach ~~2009,~~to ~~under~~cannabinoid ~~the~~treatment ~~name~~of ~~Mokita~~various illnesses with medical cannabis.

~~Exploration, Ltd.~~Recent On February 5, 2010, the Company filed a Certificate of Amendment to the Articles of Incorporation changing our name to Mokita, Inc. On February 27, 2014, there was a change of control of the Company. On February 28, 2014, our board of directors and a majority of holders of the Company’s voting securities approved a change of name of the Company to MediJane Holdings Inc. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on March 4, 2014. A Certificate of Correction was subsequently filed with the Nevada Secretary of State on March 6, 2014 to correct a spelling error in the Company’s new name. These amendments have been reviewed by FINRA and were approved for filing with an effective date of March 10, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on March 10, 2014 under our new ticker symbol “MJMD”.Developments

~~After~~With the merger by and between Phoenix Life Sciences International Limited, a Nevada Corporation (the ~~change~~“Company”) ofand ~~control~~Phoenix onLife ~~February~~Sciences 27International Limited, a ~~2014~~Canadian Corporation (“PLSI CA”), whereby the Company ~~became~~completed aits ~~medical~~merger ~~delivery~~with ~~systems~~PLSI ~~company~~CA on September 18, 2018, with the Company as the surviving entity, the Company will continue to pursue a pharmaceutical approach to cannabinoid treatment of various illnesses with medical cannabis~~, currently being launched in Colorado and California~~.

~~Recent~~On October 10, 2018, the Company announced ~~Developments~~it had received approval from the Vanuatu Investment Promotion Authority (VIPA) to establish operations in the Republic of Vanuatu and manufacture botanical pharmaceutical products.

~~With~~The Company’s focus is on creating healthcare solutions with a specific focus on the ~~merger~~use byof ~~and~~cannabinoids ~~between~~to ~~Phoenix~~manage ~~Life~~a ~~Sciences~~broad ~~International~~range ~~Limited~~of health conditions, aboth ~~Nevada~~generically and ~~Corporation~~through ~~(the~~our ~~“Company”)~~proprietary formulations. We are focused on establishing farming operations and ~~Phoenix~~pharmaceutical manufacturing laboratories ~~Life~~using ~~Sciences~~specific ~~International~~strains ~~Limited,~~of athe ~~Canadian~~cannabis ~~Corporation~~sativa ~~(“PLSI~~plant ~~CA”),~~and ~~whereby~~other cannabinoids as a base element in the ~~Company~~range ~~completed~~of ~~its~~products ~~merger~~produced ~~with~~and ~~PLSI~~sold. CAOur ongoal ~~September~~is 18to research, ~~2018~~produce, ~~with~~and ~~the~~distribute ~~Company~~products asaround the ~~surviving~~globe ~~entity~~that target and treat; diabetes, ~~the~~cancer, ~~Company~~pain, autoimmune, ~~will~~psychological, ~~continue~~neurological, toand ~~pursue~~sleep adisorders. ~~pharmaceutical approach~~These tocategories ~~cannabinoid~~include ~~treatment~~conditions ofthat ~~various~~affect ~~illnesses~~hundreds ~~with~~of ~~medical~~millions of ~~cannabis~~patients worldwide.

~~On October~~The ~~10,~~initial ~~2018,~~products ~~the~~that ~~Company~~Phoenix ~~announced~~Life intends itto ~~had~~manufacture ~~received~~and ~~approval~~distribute is Phoenix Metabolic. Extracted from ~~the~~specific ~~Vanuatu~~strains ~~Investment~~of ~~Promotion~~cannabis ~~Authority~~sativa, ~~(VIPA)~~Phoenix Metabolic has been developed to ~~establish~~provide a safe, non-toxic and efficacious way to manage blood sugar levels and diabetic complications. This ~~operations~~is based on mounting levels of data supporting the use of cannabinoids in the ~~Republic~~management of ~~Vanuatu~~diabetes and ~~manufacture~~clinical ~~botanical~~experience ~~pharmaceutical~~of Phoenix ~~products~~Life’s U.S. Diabetes Director.

~~Consolidated~~We plan to build an integrated ~~Results~~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 ~~Operations~~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. The Company will utilize its intellectual property in extraction technology, proprietary compounds, delivery systems, and distribution to produce high-quality products in terms of control, consistency, accountability, and packaging.

~~The results of the business as a medical cannabis sales and distribution company for the three months and six months ended August 31, 2018.~~21

~~Revenue for~~We ~~the~~anticipate ~~three~~that ~~months~~our ~~ended~~delivery systems ~~August~~will ~~31,~~include ~~2018~~oral ~~and~~soft ~~2017~~gel ~~was~~capsules, ~~$0.~~thin ~~Revenues~~film ~~for~~dissolvable ~~the~~strips, ~~six~~transdermal ~~months~~patches, ~~ended~~sublingual ~~August~~oral 31sprays, ~~2018~~ suppositories and ~~2017~~topical ~~were $0~~creams.

~~Cost~~We initially intend to produce our products, in the Republic of ~~Sales~~Vanuatu, ~~for~~using ~~the~~cannabinoids ~~three~~derived ~~months~~from ~~ended~~various ~~August~~strains 31of cannabis sativa. Several of these strains may be classified as Industrial hemp. Industrial Hemp has been defined, ~~2018~~accordingly, as an exclusion/exception to the Controlled Substances Act (“CSA”), as, “the plant Cannabis sativa L. and ~~2017~~any ~~were~~part $of such plant, whether growing or not, with a delta-9 tetrahydrocannabinol (“THC”) concentration of not more than 0.3 ~~Cost~~percent on a dry weight basis.” Although it is clear that marijuana, or “marihuana,” is a Schedule I controlled substance under the CSA, not all parts of ~~Sales~~the ~~for~~Cannabis sativa L. plant are considered “marihuana” under the ~~six~~federal ~~months~~definition. ~~ended~~Moreover, ~~August~~as 31set forth in the Agriculture Act of 2016 (commonly known as the Farm Bill), ~~2018~~the entire industrial hemp plant is lawful and ~~2017~~ ~~were~~is $0not subject to the CSA.

~~Product~~Phoenix Life’s Vanuatu ~~development~~operation ~~expense~~is ~~for~~licensed ~~the~~as ~~three~~a ~~months~~pharmaceutical ~~ended~~manufacturer ~~August~~and 31following completion of legislation, ~~2018~~be licensed for cultivation and ~~2017~~export ~~was~~of $0cannabis derived products. ~~Product~~While, ~~development~~the ~~expense~~United ~~for~~States ~~the~~maintains ~~six~~cannabis ~~months~~sativa, and specifically THC as a ~~ended~~Schedule ~~August~~1 31Controlled Substance, ~~2018~~the Republic of Vanuatu has joined over forty-five (45) countries, including Canada, Australia, New Zealand and ~~2017~~the ~~was~~United $0Kingdom in legalizing cannabis for medical use.

20 Our business strategy includes providing capital to a series of fully or partially owned laboratories and ventures with medical professionals, researchers, cannabinoid related projects and pharmacists. We will provide access to intellectual property and distribution networks, plus a range of services that will include the following: preparing the legal framework, purchasing of real estate, building of production facilities, community clinics and dispensing pharmacies and retail outlets as well as operating of health and wellness centers.

~~Sales~~We believe that we are positioned to earn revenue through the sales of products through supplying products and ~~marketing~~services ~~expenses~~to ~~for~~national healthcare systems, doctors’ offices, pharmacies, ecommerce and our community clinic and dispensing pharmacy network and leveraging the ~~three~~high ~~months~~margins ~~ended~~created ~~August~~between being 31a pharmaceutical producer, ~~2018~~growing and ~~2017~~manufacturing ~~were~~in ~~$0.~~equatorial ~~Sales~~developing national and ~~marketing~~being ~~expenses~~part ~~have~~of ~~been~~the ~~curtailed~~world’s ~~due~~fastest togrowing ~~the~~industry ~~lack~~– ofmedical ~~funds~~cannabis.

~~Operations expenses~~Consolidated ~~for~~Results ~~the~~of ~~three months ended August 31, 2018 and 2017 were $0.~~ Operations ~~expenses for the six months ended August 31, 2018 and 2017 were $0.~~

~~General and~~The ~~administrative~~results ~~expenses~~of operations for the three ~~months ended August 31, 2018~~ and ~~2017~~nine ~~were $0 and $109 respectively. General and administrative expenses for the six~~ months ended ~~August~~November 3130, 2018 ~~and~~represent ~~2017~~results ~~were~~of ~~$45~~the ~~and~~business ~~$376,~~as ~~respectively.~~a ~~General~~healthcare solutions and ~~administrative expenses~~pharmaceutical ~~generally~~manufacturing ~~include~~distribution ~~costs for running the~~ company’s, ~~administrative~~focused ~~office.~~on ~~The~~products ~~decrease~~derived ~~this~~from ~~year~~the ~~has~~cannabis ~~been due to limited funds~~plant.

~~Professional fees~~Revenues for the three months ended ~~August 31~~November 30, 2018 and 2017 were $0. ~~Professional~~Revenues ~~fees~~ for the ~~six~~nine months ended ~~August~~November 3130, 2018 and 2017 were $0. ~~Professional fees consist of cost of financing, legal, accounting, consulting and advisory services.~~

~~Lease operating~~Cost ~~expenses~~of sales for the three months ended ~~August 31~~November 30, 2018 and 2017 were $0. ~~Lease~~Cost ~~operating~~of ~~expenses~~Sales for the ~~six~~nine months ended ~~August~~ 31November 30, 2018 and 2017 were $0.

~~Other income~~Product ~~and~~development ~~expenses~~expense for the three ~~months~~ ended ~~August~~November 3130, 2018 ~~were net expenses of $294,429 for interest~~ and ~~loss on a derivative liability and~~ 2017 were ~~net income of~~ $~~3,243 for expenses of interest, amortization of a convertible note and offset by gain on a derivative liability~~0. ~~Other~~Product ~~income~~development ~~and~~expenses ~~expense~~ for the ~~six~~nine months ended ~~August~~November 3130, 2018 ~~were net expenses of $434,819~~ and 2017 ~~were~~ ~~net income of~~ were $~~187,819~~0.

~~Net loss~~Sales and marketing expenses for the three months ended ~~August~~November 3130, 2018 ~~was $249,429~~ and 2017 ~~was~~were ~~a net profit of~~ $~~3,134~~0. ~~Net~~Sales ~~loss~~and marketing expenses for the ~~six~~nine months ended ~~August~~November 3130, 2018 ~~was $434,864~~ and 2017 were ~~was a net profit of~~ $~~187,443~~0. ~~The~~Sales ~~major~~and ~~change~~marketing ~~was~~expenses ~~the~~have ~~loss~~been oncurtailed ~~the~~due ~~derivative~~to ~~and~~ the ~~settlement~~lack ~~cost~~of ~~in the six months ended August 31, 2018~~funds.

~~Liquidity and Capital Resources~~22

AtOperations ~~August~~expenses ~~31,~~for ~~2018,~~ the ~~Company~~three ~~had~~months aended ~~cash~~November ~~balance~~30, of2018 ~~$652~~and ~~compared~~2017 ~~with~~were $~~697~~1,401,801 atand ~~February 28~~$0, ~~2018~~respectively. ~~The~~Operations ~~decrease~~expenses infor ~~cash~~the nine ~~was~~months ~~cash used~~ended ~~for~~November ~~administration~~30, ~~expenses~~2018 asand ~~described~~2017 ~~above~~were $1,401,801 were $0, respectively.

~~Cash flow~~General ~~from~~and ~~Operating~~administrative ~~Activities.~~expenses ~~During~~for the three ~~six~~ months ended ~~August~~November 3130, 2018, ~~the~~and ~~Company~~2017 ~~used~~were $4557,233 inand ~~cash~~$30, ~~for~~respectively. ~~operating~~General ~~activities for~~and ~~its~~administrative ~~current~~expenses ~~operations.~~for ~~During~~ the ~~six~~ nine months ended ~~August~~November 3130, 2018 and 2017 were $57,278 and $406, respectively. General and administrative expenses generally include costs for running the Company’s ~~used~~administrative ~~$376~~office. ~~for~~Costs ~~operating~~have ~~activities~~increased as the Company seeks to rejuvenate.

~~Cash~~Professional fees for the three months ended ~~flow~~November ~~from~~30, ~~Investing~~2018 ~~Activities~~and 2017 were $152,939 and $0, respectively. ~~During~~Professional fees for the ~~six~~nine months ended ~~August~~November 3130, 2018 and 2017 ~~August~~were 31$152,939 ~~2017~~and $0, respectively. Professional fees consist of cost of financing, legal, accounting, consulting and advisory services. Again as the Company ~~received~~is $0now ~~for investing~~active, ~~activities~~professional fee expenses have risen.

~~Cash flow~~Lease ~~from~~operating ~~Financing~~expenses ~~Activities.~~for ~~During~~ the ~~six~~three months ended ~~August~~November 3130, 2018 and 2017 ,were $0. Lease operating expenses for the ~~Company~~nine ~~received~~months ~~proceeds~~ended ofNovember 30, 2018 and 2017 were $0.

~~Going~~Other income and expenses for the three months ~~Concern~~ended November 30, 2018 and 2017 were net expense of $1,275,790 and $314, respectively. Other income and expense for the nine months ended November 30, 2018 and 2017 were a net expense of $1,710,610 and a net income of $187,505, respectively. The increase in other expenses in the 2018 periods from the 2017 periods are due to non-cash expenses related to settlement costs to various parties.

WeNet ~~have~~loss ~~not~~for ~~attained~~the ~~profitable~~three ~~operations~~months ~~and~~ended ~~are~~November ~~dependent~~30, ~~upon~~2018 ~~the~~and ~~commencement~~2017 ofwas ~~the~~$2,887,763 ~~sale~~and of$344, ~~our~~respectively. ~~products~~Net ~~and~~loss ~~obtaining~~for ~~financing to increase~~ the ~~production~~nine ~~and~~months ended ~~development~~November of30, ~~our~~2018 ~~products.~~was ~~For these reasons~~$3,322,628 ~~our~~and ~~auditors~~a ~~stated~~net inprofit ~~their~~for ~~report~~2017 onof ~~our~~$187,099. ~~audited financial~~The ~~statements~~loss ~~that~~in ~~they~~2018 ~~have~~was ~~substantial~~primarily ~~doubt~~due ~~that~~to wesettlement costs ~~will~~and beservices, ~~able~~both toof ~~continue~~which aswere apaid ~~going~~using ~~concern~~common ~~without further financing~~shares.

21 Liquidity and Capital Resources

~~Future~~At November 30, 2018, the Company had a cash ~~Financings~~balance of $6,923 compared with $697 at February 28, 2018. The increase in cash was cash raised through share issues.

~~We will~~Cash ~~continue~~flow tofrom ~~rely~~Operating onActivities. During ~~equity~~the ~~sales~~nine ofmonths ~~our~~ended ~~common~~November ~~shares~~30, in2018 ~~order~~and to2017, ~~continue~~the toCompany ~~fund~~used ~~our~~$549,442 ~~business~~and ~~operations.~~$406, ~~Issuances~~respectively, ~~of additional shares will result~~ in ~~dilution~~cash tofor ~~existing stockholders. There is no assurance that we will achieve any additional~~operating ~~sales~~activities ~~of the equity securities or arrange~~ for ~~debt~~its orcurrent ~~other financing to fund planned acquisitions and exploration activities~~operations.

~~Off-Balance~~Cash flow from Investing Activities. ~~Sheet~~During ~~Arrangements~~the nine months ended November 30, 2018 and 2017, the Company received $0 for investing activities.

~~We have~~Cash noflow ~~significant~~from ~~off-balance~~Financing ~~sheet~~Activities. During ~~arrangements~~the ~~that~~nine ~~have~~months orended ~~are~~November ~~reasonably~~30, ~~likely~~2018 toand ~~have~~2017, athe ~~current~~Company orreceived ~~future effect on our financial condition~~$555,668 ~~changes~~and in$0 ~~financial~~from ~~condition,~~financing ~~revenues or expenses~~activities, ~~results~~respectively. Majority of ~~operations,~~the ~~liquidity,~~cash ~~capital~~raised ~~expenditures or~~through ~~capital~~financing ~~resources~~activities ~~that~~was ~~are~~from ~~material~~common toshare ~~stockholders~~issues.

~~Critical Accounting Policies~~23

~~Our financial~~Going statements and accompanying notes 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.Concern

We ~~regularly~~ ~~evaluate~~have ~~the~~not ~~accounting~~attained ~~policies~~profitable operations and ~~estimates~~are ~~that~~dependent weupon ~~use~~the tocommencement ~~prepare~~of ~~our~~the ~~financial~~sale ~~statements.~~of Aour ~~complete~~products ~~summary~~and ~~of these~~obtaining ~~policies~~financing isto ~~included~~increase in the ~~notes~~production toand development of our ~~financial statements~~products. InFor ~~general~~these reasons, ~~management’s~~our ~~estimates~~auditors ~~are~~stated ~~based~~in ontheir ~~historical experience,~~report on ~~information~~our ~~from~~audited ~~third~~financial ~~party~~statements ~~professionals,~~that ~~and~~they onhave ~~various~~substantial doubt ~~other assumptions~~ that ~~are~~we ~~believed~~will to be ~~reasonable under~~able ~~the~~to ~~facts~~continue ~~and~~as ~~circumstances.~~a ~~Actual~~going ~~results~~concern ~~could~~without ~~differ~~further ~~from those estimates made by management~~financing.

~~Use of~~Future 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.Financings

~~Stock-based Compensation.~~We ~~The~~will ~~Company~~continue ~~records~~to ~~stock-based~~rely ~~compensation~~on inequity ~~accordance~~sales ~~with~~of our ~~ASC~~common ~~718,~~shares ~~Compensation~~in –order ~~Stock~~to ~~Based~~continue ~~Compensation and~~to ~~ASC~~fund ~~505-50~~our -business ~~Equity-Based Payments to Non-Employees~~operations. ~~All~~Issuances ~~transactions~~of inadditional ~~which~~shares ~~goods~~will orresult ~~services~~in ~~are the consideration~~dilution ~~received~~to ~~for~~existing ~~the~~stockholders. ~~issuance~~There ofis ~~equity~~no ~~instruments~~assurance ~~are~~that ~~accounted~~we ~~for~~will ~~based~~achieve onany ~~the~~additional ~~fair~~sales ~~value~~ of the ~~consideration~~equity ~~received~~securities or ~~the~~arrange for ~~fair~~debt ~~value~~or ofother ~~the~~financing ~~equity~~to ~~instrument~~fund ~~issued,~~planned ~~whichever~~acquisitions isand ~~more~~exploration ~~reliably measurable~~activities.

22 Off-Balance Sheet Arrangements

~~Revenue Recognition.~~We ~~The~~have ~~Company~~no ~~adopted~~significant ~~ASC~~off-balance ~~606~~sheet ~~using the modified retrospective method applied to all contracts not completed as of~~arrangements ~~January~~that 1,have ~~2018.~~or ~~Results for reporting periods beginning after January 1, 2018~~ are ~~presented~~reasonably ~~under~~likely ~~ASC 606 while prior period amounts continue~~ to behave ~~reported~~a incurrent ~~accordance~~or ~~with~~future ~~legacy~~effect ~~GAAP.~~on ~~The~~our ~~adoption~~financial ofcondition, ~~ASC~~changes ~~606 did not result~~ in afinancial ~~change to the~~condition, ~~accounting~~revenues ~~for~~or ~~any~~expenses, results of ~~the~~operations, ~~in-scope~~liquidity, ~~revenue~~capital ~~streams;~~expenditures asor ~~such,~~capital noresources ~~cumulative~~that ~~effect~~are ~~adjustment~~material ~~was~~to ~~recorded~~stockholders.

~~Recent~~ Critical Accounting ~~Pronouncements~~Policies

~~The recent~~Our ~~accounting~~financial ~~pronouncements~~statements ~~did~~and ~~not~~accompanying notes have ~~any~~been ~~material~~prepared ~~impact~~in onaccordance ~~the~~with ~~financial~~United ~~statements~~States ~~unless~~generally ~~otherwise~~accepted ~~disclosed,~~accounting ~~and~~principles applied on a consistent basis. ~~the~~The ~~Company~~preparation ~~does~~of ~~not~~financial ~~believe~~statements ~~that~~in ~~there~~conformity ~~are~~with ~~any~~U.S. ~~other~~generally ~~new~~accepted accounting ~~pronouncements~~principles ~~that~~requires ~~have~~management ~~been~~to make ~~issued~~estimates and assumptions that ~~might~~affect ~~have~~the areported ~~material~~amounts of assets and liabilities, the disclosure of contingent assets ~~impact~~and onliabilities ~~its~~at the date of the financial ~~position~~statements orand ~~results~~the reported amounts of ~~operations~~revenues and expenses during the reporting periods.

~~Contractual~~We regularly evaluate the accounting policies ~~Obligations~~and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to 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.

AsUse of Estimates. The preparation of financial astatements ~~“smaller~~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 ~~company”~~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, wehistorical 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 ~~required~~readily apparent tofrom ~~provide~~other ~~tabular~~sources. ~~disclosure~~The ~~obligations~~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.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~24

~~Not~~Stock-based Compensation. The Company records ~~applicable~~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 ~~smaller~~the ~~reporting~~issuance ~~companies~~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.

~~Item 4.~~Revenue ~~Controls and Procedures~~Recognition.

~~During~~ The Company adopted ASC 606 using the ~~period~~modified retrospective ~~ended~~method ~~August~~applied 31to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, ~~there~~2018 ~~were~~are nopresented ~~changes~~under inASC ~~our~~606 ~~internal~~while ~~controls~~prior ~~over~~period ~~financial~~amounts ~~reporting~~continue ~~(as~~to ~~defined~~be reported in ~~Rule~~accordance with legacy GAAP. ~~13a-15(f)~~The ~~and~~adoption ~~15d-15(f)~~of ~~under~~ASC ~~the~~606 ~~Exchange~~did ~~Act)~~not ~~that~~result ~~have~~in ~~materially~~a ~~affected,~~change orto ~~are~~the ~~reasonably~~accounting ~~likely~~for toany ~~materially~~of ~~affect~~the in-scope revenue streams; as such, ~~our~~ ~~internal~~no ~~control~~cumulative effect ~~over~~adjustment ~~financial~~was ~~reporting~~recorded.

~~Evaluation of~~Recent ~~Disclosure~~Accounting ~~Controls and Procedures~~Pronouncements

~~Under the~~The ~~supervision~~recent ~~and~~accounting ~~with~~pronouncements ~~the~~did participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of August 31, 2018. We do not have ~~sufficient~~any ~~segregation of~~material ~~duties~~impact ~~within~~on ~~accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to~~ the ~~extent~~financial ~~possible,~~statements ~~the~~unless ~~initiation~~otherwise ~~of transactions~~disclosed, ~~the~~ ~~custody of assets~~ and the ~~recording~~Company ofdoes ~~transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be~~ not ~~effective~~believe ~~as of August 31, 2018 to ensure~~ that ~~information~~there ~~required to be disclosed by the issuer in the reports that it files or submits under~~are ~~the~~any ~~Act~~other isnew ~~recorded,~~accounting ~~processed,~~pronouncements ~~summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure~~ that ~~information~~have ~~required~~been toissued ~~be disclosed by an issuer in the reports~~ that itmight ~~files~~have ora ~~submits~~material ~~under~~impact ~~the~~on ~~Act is accumulated and communicated to the issuer’s management, including~~ its ~~principal executive and principal~~ financial ~~officers,~~position or results ~~persons~~of ~~performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~operations.

23 Contractual Obligations

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

~~We will~~Item ~~aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission~~3. ~~Although~~Quantitative we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and ~~correct~~Qualitative ~~any~~Disclosures ~~additional~~About ~~weaknesses~~Market ~~in internal control.~~Risk

~~We are~~Not ~~unable~~applicable tofor ~~remedy~~smaller ~~our~~reporting ~~controls related to the inadequate segregation of duties until we receive financing to hire additional employees~~companies.

~~PART II~~Item –4. ~~OTHER~~Controls ~~INFORMATION~~and Procedures

Item 1.	Legal proceedings Except as disclosed below, the Company, is not involved in any material active or pending legal proceedings. The Company has entered into settlement agreements with all known potential or asserted claims. The Company is currently involved in two disputes relating to deposits being due on proposed property purchases. The attorneys representing the Company in Vanuatu maintain that the claims are spurious, as the related contracts were never validly executed and at no time were unconditional, negating any obligation by the Company to pay the deposit. As at the date of this filing, the Company has moved to dismiss both claims, and is confident that the matters will be resolved in its favor.
Item 1A.	Risk Factors Not applicable for smaller reporting companies
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	None
Item 3.	Defaults Upon Senior Securities.
	None
Item 4.	Mine Safety Disclosures
	Not applicable
Item 5.	Other Information
	None

During the period ended November 30, 2018, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

24 Evaluation of Disclosure Controls and Procedures

Item 6.	Exhibit
Exhibit 31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of November 30, 2017. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of November 30, 2018 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

*Filed herewith.25

**Furnished herewith. PursuantRemediation 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.Plan

25 We will aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.

~~SIGNATURES~~We are unable to remedy our controls related to the inadequate segregation of duties until we receive financing to hire additional employees.

~~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.~~26

~~PHOENIX LIFE~~PART ~~SCIENCES~~II ~~INTERNATIONAL~~– ~~LIMITED~~OTHER INFORMATION

/s/Martin H. Tindall		Dated April 24, 2019
Item 1.	Legal proceedings Except as disclosed below, the Company, is not involved in any material active or pending legal proceedings. The Company has entered into settlement agreements with all known potential or asserted claims. The Company is currently involved in two disputes relating to deposits being due on proposed property purchases. The attorneys representing the Company in Vanuatu maintain that the claims are spurious, as the related contracts were never validly executed and at no time were unconditional, negating any obligation by the Company to pay the deposit. As at the date of this filing, the Company has moved to dismiss both claims, and is confident that the matters will be resolved in its favor.
Martin H. Tindall
Item 1A.	Risk Factors Not applicable for smaller reporting companies.
Chief Executive Officer
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	On September 24, 2018, the Company issued 30,502,375 shares of common stock bearing the restricted legend without registration (the “Issued Shares”). Of these, 29,802,375 shares were issued in reliance on Rule 802 under the Securities Act in a 1:1 share exchange related to the merger of PLSI CA and the company as described above, and 700,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act. A further 60,400 were issued as part of the merger in reliance on Rule 802 under the Securities Act in a 1:1 share exchange related to the merger of PLSI CA All of the Issued Shares were issued in private transactions, and the company received no proceeds from the Issued Shares. On October 03, 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. A further 152,000 shares were issued as compensation for services rendered in reliance of Section 4(a)(2) of the Securities Act for services post those dates.
Item 3.	Defaults Upon Senior Securities.
	None.
Item 4.	Mine Safety Disclosures
	Not applicable.
Item 5.	Other Information
	None.

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.27

/s/Martin H. Tindall		Dated April 24, 2019
Item 6.	Exhibit
Martin H. Tindall
Exhibit 31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Chief Executive Officer
Exhibit 31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Director
Exhibit 32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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

/s/Geoffrey K. Boynton		Dated April 24, 2019
Geoffrey K. Boynton
Chief Financial Officer
Director

*Filed herewith.

26 **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/Martin H. Tindall		Dated May 24, 2019
Martin H. Tindall
Chief Executive Officer

/s/Martin H. Tindall		Dated May 24, 2019
Martin H. Tindall
Chief Executive Officer
Director

/s/Geoffrey K. Boynton		Dated May 24, 2019
Geoffrey K. Boynton
Chief Financial Officer
Director

Filing Compare · Phoenix Life Sciences International Limited.