Phoenix Life Sciences International Ltd (fka PLSI)

[ALERTS100%to10000%GAIN]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 8-K



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT



May 31, 2018

Date of Report (Date of Earliest Event Reported)



Phoenix Life Sciences International Limited.



(Exact name of registrant as specified in its charter)

Nevada 333-167275 46-0525378
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)

3000 Lawrence Street

Denver, CO 80205
1.720.699.7222 or Investor relations +1.888.717.5655


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

of registrant's principal executive offices)






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





? Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

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

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

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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

? 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. ?




1



PHOENIX LIFE SCIENCE INTERNATIONAL LIMITED

Form 8-K

Current Report





ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN COMPANY NAME



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. A copy of the Amendment is filed herewith as Exhibit 3.01.



ITEM 7.01

Regulation FD Disclosure



On September 18, 2018, the Company’s Board of Directors announced the finalized consolidation activities of Phoenix Life Sciences International Limited with Stem Bioscience, Inc., Blue Dragon Ventures, and the MediJane Brand, and that the Company’s common stock would trade publicly under the symbol MJMD. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 and the exhibit attached hereto are furnished to, but not filed with, the Securities and Exchange Commission.




ITEM 9.01

Financial Statements and Exhibits



(d)

Exhibits.



Exhibit
Number Description of Exhibit
3.01 Amendment to Articles of Incorporation filed with the Secretary of State of Nevada.
99.1 Press Release issued September XX, 2018.





SIGNATURE



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





Phoenix Life Science International Limited



Date: September 18, 2018 By: /s/ Lewis Humer
Lewis Humer
Chief Executive Officer


2



Phoenix Life Sciences International Limited. 8-K



Exhibit 3.01












Phoenix Life Sciences International Limited. 8-K

Exhibit 99.1



Phoenix Life Sciences International Completes Merger and Announces Global Production Strategy



DENVER – September 18, 2018 – Phoenix Life Sciences International Limited (“Phoenix Life”), an adaptive healthcare solutions company, today announced its common stock is now publicly traded in the United States, trading under the symbol OTC: MJMD and released these initial statements on its global production strategy for cannabinoid-based healthcare solutions.



Phoenix Life, which is a consolidation of multiple domestic and international businesses including Stem BioScience, Inc., Blue Dragon Ventures, along with the MediJane brand, aims to be the premier global healthcare company that changes the way that many diseases and conditions are treated around the world.



Phoenix Life is working with internationally-recognized doctors, botanists and pharmaceutical industry veterans to develop a pipeline of medicinal cannabis products with multiple delivery systems targeting the treatment of various medical indications, in addition to supplying generic medical cannabis products for doctor’s prescription and pharmacy fulfillment. The company plans to align with federal and state single-payer healthcare systems in established and emerging economies in order to bring these medications to market, improve overall national health and reduce the cost of providing medical services and treatments to these populations. The company also plans to partner with universities and other research organizations to advance research in both generic and targeted cannabis medications.



“We are confident that we will be able to impact the health and wellbeing of millions of people around the world with our highly-sophisticated cannabis derived formulations and our unique production and distribution models,” said Martin Tindall, Incoming Chief Executive Officer of Phoenix Life Sciences International. “I am excited to help guide the company to success and remain committed to the vision of life-enhancement through better healthcare.”



Currently, the company is working with the government of the Republic of Vanuatu, a South Pacific island nation comprised of roughly 80 islands. The nation’s largest causes of death are cervical cancer and diabetes, both conditions that Phoenix Life plans to target with its cannabis-derived medications. Implementing a vertically integrated supply chain model, the company intends to springboard distribution throughout the Australian and South Pacific markets, as well as to 30 or more countries that have approved medical cannabis.



For more information about Phoenix Life, please visit https://www.plsi.co/ .



About Phoenix Life Sciences International Limited

Phoenix Life Sciences International Limited is an adaptive healthcare solutions company. Our business is to advance research and integrate programs and manufacturing of products that target and treat diabetes, pain, cancer, and address psychological, gastrointestinal, autoimmune, neurological and sleep disorders. We strive to create partnerships and integrate these programs for human health into communities worldwide as part of our Global Health Initiative.



FORWARD-LOOKING STATEMENTS



Information contained in this press release regarding Phoenix Life Sciences International, Limited and its subsidiaries, (the “Companies”) may constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements. The words “plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”, “expect”, “should”, “believe,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to the Companies herein are expressly qualified in their entirety by the above-mentioned cautionary statement. The Companies disclaim any obligation to update forward-looking statements contained in this press release, except as may be required by law.







FOOD AND DRUG ADMINISTRATION (FDA) DISCLOSURE



These statements have not been evaluated by the FDA and therefore the products sold by Phoenix Life Sciences International are not available on U.S.



LEGAL DISCLOSURE



Phoenix Life Sciences International does not sell or distribute any products in the United States that are in violation of the United States Controlled Substances Act (US.CSA). This company does grow, sell, and distribute cannabis-based products in the United States and is solely involved with the legal distribution of medical cannabis-based products within certain international markets outside of the United States.




Investor Contact:

Phone: [phone] or international +1.720.699.7222

E-mail: [e-mail]



Media Contact:

Kathryn Reinhardt

CMW Media

[e-mail]

619-972-3089