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EX-32 - EXHIBIT 32 - MEDIJANE HOLDINGS INC.medijane10q1q14ex32.htm
EX-31 - EXHIBIT 31 - MEDIJANE HOLDINGS INC.medijane10q1q14ex31.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended May 31, 2014


-OR-


[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission File Number  - 333-167275


MediJane Holdings Inc.

 (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 Number)


 

 

 

 

 

 

2011 Ken Pratt Boulevard, Suite 300

Longmont, CO

 

80501

(Address of principal executive offices)

 

(Zip Code)


855-933-3499

 (Registrant's telephone number, including area code)


Indicate by check mark whether the issuer (1) 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  [x]   No [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [x]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):



 

 

 

Large accelerated filer        [  ]

 

Non-accelerated filer             [  ]

Accelerated filer                 [  ]

 

Smaller reporting company   [x]


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


The number of outstanding shares of the registrant's common stock on July 21, 2014:   89,640,300.



1




MEDIJANE HOLDINGS INC.

FORM 10-Q

For the quarterly period ended May 31, 2014

INDEX


PART 1 – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

3

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

 

14

Item 3.  Quantitative and Qualitative Disclosure

  About Market Risk

 

16

Item 4.  Controls and Procedures

 

17


PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1.  Legal Proceedings

 

18

Item 1A.  Risk Factors

 

18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

18

Item 3.  Defaults upon Senior Securities

 

18

Item 4.  Mine Safety Disclosures

 

18

Item 5.  Other Information

 

18

Item 6.  Exhibits

 

18

 

 

 

SIGNATURES

 

19


Forward Looking Statements.  

This quarterly report on Form 10-Q 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 quarterly 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 MediJane Holdings, Inc.




2




Item 1.  Financial Statements (Unaudited)


MEDIJANE HOLDINGS, INC.

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS

 

May 31, 2014

 

February 28, 2014

Cash

 

$              3,431

 

$       6,104

Prepaid Inventory

 

150,000

 

-

Prepaid Rent

 

2,500

 

-

 

 

 

 

 

Total Current Assets

 

155,931

 

6,104

 

 

 

 

 

License Agreement, net of amortization

 

13,000,000

 

-

Distribution Agreement, net of amortization

 

172,000

 

-

Security deposit

 

1,250

 

-

 

 

 

 

 

Total Assets

 

$   13,329,181

 

$       6,104

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

 

$         63,557

 

$     10,016

Due to related parties

 

20,933

 

-

 

 

 

 

 

Total Current Liabilities

 

84,490

 

10,016

 

 

 

 

 

Asset retirement obligation

 

-

 

420

 

 

 

 

 

Total Liabilities

 

84,490

 

10,436

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

Authorized: 1,000,000,000 common shares, par value of $0.001 per share

 

 

 

 

Issued and outstanding: 63,000,000

 

63,000

 

63,000

Stock to be issued (26,540,300 shares and 0 shares, respectively)

 

13,472,925

 

-

Additional paid-in capital

 

599,920

 

599,920

 

 

 

 

 

Accumulated deficit during the development stage

 

(891,154)

 

(667,252)

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

13,244,691

 

(4,332)

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$   13,329,181

 

$       6,104


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



3




MEDIJANE HOLDINGS, Inc.

(A Development Stage Company)

Consolidated Statements of Operations


 

For the three months ended

Accumulated from
April 21, 2009
(Date of Inception)

 

May 31,

to

 

2014

2013

May 31, 2014

 

 

 

(Unaudited)

 

$

$

$

Revenues

                     -   

                    -   

                    -                                     

 

 

 

 

Operating expenses

 

 

 

Product development expense

            15,000

                    -   

                      15,000

Sales and marketing expenses

            91,487

                    -   

                      91,487

Operations expense

            19,032

                    -   

                     19,032

General and administrative

              9,813

                    -   

                    561,376

Professional fees

            81,792

                    -   

                      81,792

Lease operating expenses

              7,500

                    -   

                        7,500

 

 

 

 

Total operating expenses

          224,624

                    -   

                   776,187

 

 

 

 

Loss before other expenses

        (224,624)

                    -   

                 (776,187)

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Gain (loss) on discontinued operations

                     722

         (45,727)

                 (114,967)

 

 

 

 

Total other expense

                 722

         (45,727)

                 (114,967)

 

 

 

 

Net loss

        (223,902)

         (45,727)

                (891,154)

 

 

 

 

Basic and diluted loss per common share

 

 

 

  Income (loss) from continuing operations

              (0.00)

(0.00)                   

 

  Income (loss) from discontinued  operations

                0.00

             (0.00)

 

Basic and diluted loss per common share

              (0.00)

             (0.00)

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

    63,000,000

78,000,000

 


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





4




MEDIJANE HOLDINGS, INC.

 

 

 

(A Development Stage Company)

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

 

Accumulated from

 

 

21-Apr-09

 

(Date of Inception)

For the three months ended

to

May 31,

May 31, 2014

2014

2013

(Unaudited)

$

$

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss

(223,902)

-

(891154)

Loss from discontinued operations

(722)

(45,427)

114,967

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Non-cash stock option compensation

-

-

551,563

Non-cash gain (loss) from discontinued operations

-

15,715

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

-

-

-

Prepaid expense and deposits

(153,750)

-

(153,750)

Accounts payable and accruals

53,541

-

63,557

Net changes in operating assets and liabilities - discontinued operations

-

39,326

-

Net Cash provided by(used for) operating activities - current operations

(324,833)

 

(314,817)

Net Cash provided by(used for) operating activities - discontinued operations

302

9,614

(3610)

Net Cash Flow from operating activities

(324531)

 

(318,427)

Investing Activities

 

 

 

 

 

 

 

Net Cash Used In Investing Activities - continuing operations

-

-

-

Net Cash Used In Investing Activities  - discontinued operations

-

-

-

 

 

 

 

Financing Activities

 

 

 

Due to related parties

20,933

-

20,933

Proceeds from issuance of common shares

300,925

-

300,925

Net Cash Provided By Financing Activities - continuing operations

321,858

-

321,858

Net Cash Provided By Financing Activities - discontinued operations

-

-

-

 

 

 

 

Increase (Decrease) in Cash - continuing operations

(2,673)

-

-

Increase (Decrease) in Cash - discontinued operations

-

9,614

-

 

 

 

 

Cash – Beginning of Period - continuing operations

6,104

-

-

Cash – Beginning of Period - discontinued operations

-

1,704

-

 

 

 

 

Net Change in Cash

3,431

-

3,431

Cash – End of Period - discontinued operations

-

11,318

-

 

 

 

 

 

 

 

 

Supplemental disclosures

 

 

 

Interest paid

-

-

-

Income tax paid

-

-

-

Non-cash issuance of stock for license agreement, related party

13,000,000

-

-

Non-cash issuance of stock for distribution agreement

172,000

-

-


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



5




MEDIJANE HOLDINGS, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements


1.

Nature of Operations and Continuance of Business


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 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".


The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal operations were to provide credit card payment systems.  On February 27, 2014, after the change of control, the Company became a medical delivery systems company with a pharmaceutical approach to cannabinoid treatment of various illnesses.


Going Concern


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.  


2.

Summary of Significant Accounting Policies


Basis of Presentation - The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is February 28.


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




6




A significant item that requires management's estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.


Cash and cash equivalents - The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At May 31, 2014 and February 28, 2014, the Company did not hold any cash equivalents.


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 May 31, 2014 and 2013, the Company had did not have potentially dilutive shares outstanding.


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


Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


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


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


The 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.


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


The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.



7





Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.


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.


Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.


Comprehensive Loss - ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2014 and 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


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.


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 the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

 

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


Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.  


Expected 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. 

 

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

 

Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding.  We estimated the expected term of stock options by using the simplified method.  For warrants, the expected term represents the actual term of the warrant.




8




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.


Revenue Recognition – The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. Up-front engagement fees are recorded as deferred revenue and amortized to

income on a straight-line basis over the term of the agreement, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Payments related to substantive, performance-based milestones in an agreement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreement when they represent the culmination of the earnings process.


The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. Significant management judgment and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if our management made different judgments or utilized different estimates.

 

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


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


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


3.

License Agreement -  Phoenix Bio Pharmaceuticals, Inc.


On March 14, 2014, the Company entered into a License Agreement with Phoenix Bio Pharmaceuticals Corporation (“Phoenix Bio Pharm”) where Phoenix Bio Pharm has granted exclusive rights to the Company for North America to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm for certain medical cannabinoid products and delivery systems for the treatment and management of illnesses.  The term of the License Agreement is Ten (10) years.  In consideration of the acquired license, the Company issued 26,000,000 shares of common stock to Phoenix Bio Pharm, valued at $13,000,000 based on a discounted cash flow model and the fair value of the assets acquired in the license agreement.  The Company will amortize the cost of the License Agreement over the ten year life beginning when sales of licensed products commence.  As of May 31, 2014, no amortization expense has been recorded related to this agreement.




9




4.

Distribution Agreement – Go Kush, Inc.


On May 13, 2014, the Company entered into a distribution agreement with GoKush.com (www.gokush.com) that is part of a not-for-profit California Cooperative Corporation that is dedicated to providing safe and legal access to medical marijuana for patients throughout California.  Pursuant to the Agreement, amongst other things, GoKush agreed to become the online ordering platform for the ordering and re-stock of the Company’s products in California for a ten (10) year term and the Company has issued GoKush 200,000 shares of the Company’s restricted common stock valued at $172,000.  The Company will amortize the cost of the Distribution Agreement over the ten year life when on-line sales of product commence.  As of May 31, 2014, no amortization expense has been recorded related to this agreement.


5.

MediHoldings, Inc.


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


6.

Discontinued Operations


On March 1, 2014, the Company discontinued its prior operations as an oil and gas company and began its operations as a medical delivery systems company.  The statements for the quarter ended May 31, 2013, and inception to date have been adjusted to reflect the accounting treatment related to the discontinued operations.  


7.

Accounts Payable and Accrued Liabilities

 

 

 

 

 

 

 

May 31,
2014

$

 

February 28, 2014

$

 

 

 

 

 

Accounts payable and accrued liabilities

 

63,557

 

10,016

 

 

 

 

 

Due to related parties

 

20,933

 

-

 

 

 

 

 

Total accounts payable and accrued liabilities

 

84,490

 

10,016


8.

Related Party Transactions


Kronos International Investments Ltd. (“Kronos”)


Sublease Agreement - Effective March 1, 2014, the Company entered into a Sublease Agreement with Kronos International Investments, Ltd for a four (4) year term.  The monthly sublease rent is $2,500 per month.  During the three months ended May 31, 2014, the Company paid Kronos $7,500 in rent expense, prepaid $2,500 and paid security deposit of $1,250.


Advisory Services- Effective March 1, 2014, the Company engaged Kronos to provide Advisory Services for a monthly retainer fee of $10,000 per month.  The advisory services include and are not limited to accounting and corporate compliance, business development and strategic planning services, corporate advisory and operational oversight.   Between March 1, 2014 and May 31, 2014, expenses related to the Advisory Services totaled $30,000.


At May 31, 2014, the Company owes Kronos $6,250 accrued as related party expenses.




10




Phoenix Bio Pharmaceuticals, Inc. (“Phoenix Bio Pharm”)


License Agreement – On March 14, 2014, the Company entered into a License Agreement with Phoenix Bio Pharm where it has granted exclusive rights to the Company for North America to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm for certain medical cannabinoid products and delivery systems for the treatment and management of illnesses.  The term of the License Agreement is Ten (10) years.  In consideration of the acquired license, the Company issued 26,000,000 shares of common stock to Phoenix Bio Pharm, valued at $13,000,000 based on a discounted cash flow model and the fair value of the assets acquired in the license agreement. The Company will amortize the cost of the License Agreement over the ten year life beginning when sales of licensed products commence.  As of May 31, 2014, no amortization expense has been recorded related to this agreement.


Inventory Procurement – Between March 1, 2014 and May 31, 2014, the Company has advanced Phoenix Bio Pharm $150,000 for the purchase of inventory.


Product Development  - Between March 1, 2014 and May 31, 2014, the Company has paid Phoenix Bio Pharm $15,000 towards product development of its branded products.


Phoenix Pharms Capital Corporation (“Phoenix Pharms”)


Loan Funding – From time to time, Phoenix Pharms has loaned the Company short term loans to cover its working capital needs.  Between March 1, 2014 and May 31, 2014, Phoenix Pharms advanced the Company $10,029.  On May 9, 2014, the Company repaid $9,471 leaving a balance of $558 due and payable to this related party.


Expense pass-through – The Company and Phoenix Pharms share pro-rata in certain expenses for shared resources, typically for shared travel and consulting services.  Between March 1, 2014 and May 31, 2014, Phoenix Pharms invoiced pass through expenses to the Company totaling $14,025.  


9.

Common Stock


The Company has authorized 1,000,000,000 shares of its common stock, $0.001 par value.  On May 31, 2014, there were 63,000,000 shares of common stock issued and outstanding and 26,540,300 shares of common stock reserved for issuance.  Effective August 23, 2013, the Company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized, issued and outstanding shares of common stock on a 10 new for 1 old basis and, consequently, an increase to our authorized share capital from 100,000,000 to 1,000,000,000 common shares, with a par value of $0.001 per share.


On February 27, 2014, the Company issued 5,000,000 shares to its Chief Executive Officer, who agreed to retire the 5,000,000 common shares and return them to the unissued, authorized common shares of the Company in exchange for a stock option.


On March 13, 2014, the Company reserved for issuance 200,000 shares of its restricted common stock to GoKush, Inc. as described in Note 4.


On March 14, 2014, the Company reserved for issuance 26,000,000 shares of its restricted common stock to Phoenix Bio Pharm as described in Note 3.


During the three months ended May 31, 2014, the Company sold 340,300 shares of its restricted common stock to accredited investors for consideration for proceeds of $300,925.  The shares are reserved for issuance, and will be issued in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.




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10.

Common Stock Options


2014 Stock Awards Plan  - Effective June 4, 2014, the Board of Directors adopted the 2014 Stock Awards Plan (the “Plan”) under which the Company is authorized to grant employees, directors, and consultants (“Participant”) incentive and non-qualified stock options.  Pursuant to the Plan, the Company is authorized to grant an aggregate of 10,000,000 stock options to purchase common stock of the Company.  The stock option price and vesting terms are determined by the Board of Directors or Compensation Committee (the “Committee”), and evidenced by a stock option agreement extended to the Participant.  The options granted generally terminate five years from the date of issuance.


Effective February 27, 2014, the Company’s CEO was granted incentive stock options to purchase 5,000,000 common shares of the Company at $0.34 per common share valued at $551,363.   Immediately upon the grant of the option, options to purchase 2,500,000 common shares vested.  The option to purchase the remaining 2,500,000 common shares shall vest in equal amounts over the next three years ending February 27, 2017.  


The following table describes stock options outstanding and exercisable at May 31, 2014:


Options Outstanding and Exercisable

 

 

Options Outstanding

Options Exercisable

 

Range of Exercise Prices

Number

Price

Life

Number

Price

Life

 

 

 

 

 

 

 

 

 

$0.34

   5,000,000

$ 0.34

5

   2,500,000

$0.34

5

 

 

   5,000,000

 

 

   2,500,000

 

 


11.

Subsequent Events


Stock Sale - On June 11, 2014, the Company sold 100,000 shares of its restricted common stock to accredited investors for consideration for proceeds of $75,000.  The shares were issued in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.


Convertible Promissory Note

On June 24, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, a Utah limited liability company.  Under this agreement, the registrant has issued a secured convertible promissory note in the original principal amount of $1,105,000, deliverable in eleven tranches.  On the closing date, Typenex will deliver the initial cash purchase price of $150,000, plus any interest, costs, fees or charges accrued under the note, including the original issue discount of $20,000.  Each subsequent tranche will be in the amount of $85,000, plus any interest, costs, fees or charges accrued thereon under the terms of the note, including the original issuer discount of $8,500.  Each tranche will be accompanied by its own secured investor note.  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 note.  All loans received bear an interest rate of 10% per annum.  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 notes.


Provided there is an outstanding balance, the Company will pay an installment amount equal to $61,388.89 plus any 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.  Should the Company decide to prepay this amount, there is a prepayment premium equal to 125% of the outstanding balance of the note.  Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its right to prepay the note.



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A warrant to purchase shares of the Company has been issued to Typenex as of June 24, 2014.  This warrant grants Typenex the ability to purchase a number of fully paid and non-assessable shares of the Company’s stock, par value $0.001, equal to $552,500 divided by the market price.  This warrant is issued pursuant to the terms of the securities purchase agreement as described above.


Under this agreement, Typenex has the right at any time after the purchase price date until the outstanding balance has been paid in full to convert any or all of the outstanding balance into shares of the Company’s common stock under the following formula: the number of shares issued equals the amount being converted divided by $1.  These shares must be delivered to Typenex within three trading days of the conversion notice being given to the Company.  Should any shares be sold to Typenex or any third party at a value that is less than the effective lender conversion price, then the lender conversion price will be reduced to equal such lower issuance price.  The effective lender conversion price will also be adjusted as needed upon any forward or reverse split of the Company’s shares.  Should the Company fail to deliver the shares in a timely manner, a late fee of the greater of $500 per day and 2% of the applicable lender conversion share value rounded to the nearest multiple of $100 will be assed for each day after the third that the Company is late (though not exceeding 200% of the applicable lender conversion share value.


In the event of a default, the note may be accelerated by Typenex by providing written notice to the Company.  The outstanding balance is immediately due and payable at the greater of the outstanding balance divided by the installment conversion price, or the default effect, which is calculated by multiplying the conversion eligible outstanding balance by 15% for each major default or 5% for each minor default and then adding the resulting product to the outstanding balance as of the date of default.  In addition, an interest rate of the lesser of 22% per annum (or the maximum rate permitted under law) will be applied to the outstanding balance.  Typenex is prohibited from owning more than 4.99% of the Company’s outstanding shares, unless the market capitalization of the Company’s common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company’s outstanding shares.


On a date that is 23 trading days from each date that the Company delivers conversion shares to Typenex, there is a true-up date in which the Company will deliver additional shares if the installment conversion price on that date is less than the installment conversion price used in the applicable installment notice.  These additional shares will be equal to the difference between the number of shares that would be delivered to Typenex at the time of the true-up date and the amount originally delivered.



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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Overview

The Company was incorporated in the State of Nevada on April 21, 2009, under the name Mokita Exploration, Ltd.  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".


After the change of control on February 27, 2014, the Company became a medical delivery systems company with a pharmaceutical approach to cannabinoid treatment of various illnesses with medical marijuana, currently being launched in Colorado and California.   


Recent Developments


Consolidated Results of Operations


On March 1, 2014, the Company discontinued its previous operations as an oil and gas enterprise to pursue its new operations as a medical marijuana sales and distribution company.  The results of operations for the three months ended May 31, 2014 represent results of the new business.  The results of operations for the comparable period have been recorded as discontinued operations.


Revenues for the three months ended May 31, 2014, were Nil.  The Company will begin to sell its products in the third fiscal quarter ending September 30, 2014.


Product development expense for the three months ended May 31, 2014 was $15,000.  Product development expenses represent payments to Phoenix Bio Pharm to support the product development of the company’s branded products.


Sales and marketing expenses for the three months ended May 31, 2014 was $91,487.  Sales and marketing expenses represent the ramp up of the selling team, infrastructure and promotion of the Company.


Operations expenses for the three months ended May 31, 2014 was $19,032.


General and administrative expenses for the three months ended May 31, 2014 was $9,813. General and administrative expenses generally include costs for running the company’s administrative office.


Professional fees for the three months ended May 31, 2014 was $81,792.  Professional fees consist of legal, accounting, consulting and advisory services.


Lease operating expenses for the three months ended May 31, 2014 was $7,500.


Net loss for the three months ended May 31, 2014 and 2013, was $223,902 and $45,727, respectively.  Included in the net loss for the 2014 and 2013 periods are profits of $722 and losses of $45,727, respectively, from discontinued operations.




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Liquidity and Capital Resources


Liquidity and Capital Resources

At May 31, 2014, the Company had a cash balance of $3,431 compared with $6,104 at February 28, 2014.  The decrease in cash was attributed to an cash used for operating activities as described above, partially offset by cash raised by the sale of equity during the three months ended May 31, 2014 totaling $300,925.


 Cash flow from Operating Activities.  During the three months ended May 31, 2014, the Company used $324,833 in cash for operating activities for its current operations and used $302 for discontinued operations.


Cash flow from Investing Activities.  During the three months ended May 31, 2014, the Company used $Nil for investing activities.   


Cash flow from Financing Activities.  During the three months ended May 31, 2014, the Company received proceeds of $321,858 from the sale of its common stock.


Going Concern

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


Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.


Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies

Our financial 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.


We regularly evaluate the accounting policies 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.


Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances.  The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to



15



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.


A significant item that requires management's estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations.  Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.


Stock-based Compensation.   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.


Revenue Recognition.   The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. Up-front engagement fees are recorded as deferred revenue and amortized to income on a straight-line basis over the term of the agreement, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Payments related to substantive, performance-based milestones in an agreement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreement when they represent the culmination of the earnings process.


The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer.  If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. Significant management judgment and estimates must be made and used in connection with the revenue recognized in any accounting period.  Material differences may result in the amount and timing of our revenue for any period if our management made different judgments or utilized different estimates.

 

Recent Accounting Pronouncements  

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


Contractual Obligations

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for smaller reporting companies.




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Item 4.  Controls and Procedures


During the period ended May 31, 2014, 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.


Evaluation of Disclosure Controls and Procedures


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 March 31, 2014.  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 May 31, 2014 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.


Remediation Plan


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.


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




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PART II – OTHER INFORMATION


Item 1.   Legal Proceedings

None


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


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications 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

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.





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SIGNATURES


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


Dated: July 21, 2014


MediJane Holdings Inc.


By:

/s/Ronald Lusk

Ronald Lusk

Chief Executive Officer

Chief Financial Officer





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