Item 1.01 - Entry into a Material Definitive Agreement

On November 16, 2020 the Company entered into a Material Definitive Agreement with former majority shareholder Global Health Trust, its corporate trustee GHI Trustees Pty Ltd, former CEO Martin Tindall, Phoenix Life Sciences International Limited (Vanuatu) ("PLSI Vanuatu") whereby the company agreed to certain terms of settlement and a general release of claims. The key essential terms of the agreement include as follows;

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

The below assets will be irrevocably transferred and assigned to NewCo free and clear of any encumbrance;

All ownership, rights and entitlements to PLSI Vanuatu, its contracts, agreements and relationships with the Vanuatu Government and all service providers, irrespective of geolocation.

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

Trade secrets and knowhow, and concepts to be patented for the creation of a series of formulations, specific genetic plant selection and delivery systems designed by botanists, biologists, chemical and industrial engineers for the purposes of maximizing the efficacy of medical cannabis for the targeted treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a series of generic medical cannabis products for doctor prescription. All products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance. Each Targeted Treatment Medical Cannabis product designed for doctor prescription is based on different and specific ratios of whole plant cannabinoids and terpenes, extracted from specific plant strains and optimized through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system. Each has been designed to replace existing synthetic pharmaceuticals, reducing risk profiles and increasing efficacy in patient care. The products include;

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

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Phoenix Onco - includes 2 different formulations, Daytime and Nighttime. The Daytime is designed to actively reduce inflammation, stop metastasis and shrink tumors. The Nighttime is designed to affect apoptosis on cancer cells, while providing significant relaxation and sleep function and increased appetite.

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

Phoenix Neuro - designed for neurological disorders combining neuroprotection, and nerve inflammation reduction.

Phoenix Mood - designed for targeting anxiety and other mood disorders, reducing fear response and providing a level of disconnection with anxiety triggers. . . .

Item 1.02 Termination of a Material Definitive Agreement

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

Item 2.01 Completion of Disposition of Assets

Pursuant to the terms of the Settlement Agreement and General Release, executed November 16, 2020, through the irrevocable transfer and assignment discussed herein, the Company as disposed of the following assets clear of any encumbrance;

All ownership, rights and entitlements to PLSI Vanuatu, its contracts, agreements and relationships with the Vanuatu Government and all service providers, irrespective of geolocation.

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

Trade secrets and knowhow, Phoenix Metabolic, Phoenix Onco, Phoenix Auto, Phoenix Neuro,

Phoenix Mood, Phoenix Daytime, Phoenix Calm, Phoenix Relax and Phoenix Sleep.

Item 2.02 Results of Operations and Financial Condition

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

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

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

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

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

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

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

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

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