Monthly Progress Report (February 2019)

March 1, 2019

FORM 7

MONTHLY PROGRESS REPORT

Name of CNSX Issuer: Asia Cannabis Corp. (the “Issuer”).

Trading Symbol: ASIA

Number of Outstanding Listed Securities: 36,247,100

This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month.  This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the CNSX Policies.  If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the CNSX.ca website.

This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month.  Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the CNSX Policies. The discussion in this report must be factual, balanced and non-promotional.

General Instructions

1. Prepare this Monthly Progress Report using the format set out below.  The sequence of questions must not be altered nor should questions be omitted or left unanswered.  The answers to the items must be in narrative form.  State when the answer to any item is negative or not applicable to the Issuer.  The title to each item must precede the answer.
2. The term “Issuer” includes the Issuer and any of its subsidiaries.
3. Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

Report on Business

1. Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month.  Where the Issuer was inactive disclose this fact.

The Common Shares of the Issuer were listed for trading on the CSE on January 24, 2019. On January 11, 2019, the Issuer completed its initial public offering of 5,047,000 common shares at the price of $0.25 per common share pursuant to a Prospectus dated October 29, 2018 for gross proceeds of $1,261,750 (the “Offering”).With the completion of that Offering, the Company satisfied the conditions necessary to complete its listing on the CSE and the shares commenced trading on January 24.

 

2. Provide a general overview and discussion of the activities of management.

 

After the successful closing of the Company’s IPO and subsequent listing of common shares on the CSE Exchange, in February the Issuer made the first significant steps to initiate hemp-oriented research and development activities in Cambodia with execution of a share purchase agreement pursuant to which the Company will acquire all of the issued shares of a Cambodian private company.  Targeted because of its existing and early participation in the hemp industry, the Issuer will continue to work with the principals of this company and intends to build on these initial activities in Cambodia.  The Company will acquire the issued shares for $1.00(US) and the assumption of the Cambodian entity’s existing debt of approximately $150,000 (US).

The initial focus of these activities Cambodia will be the securing of a license to conduct research and focused testing activities in the local environment.  This research will be coordinated through consultations with the principals of InPlanta Biotechnology Inc. (“InPlanta”).  InPlanta is the technical partner of the Corporation that has granted a License Agreement to ACC entitling the Company to access the hemp-oriented horticultural, scientific, genealogical and related advice produced by InPlanta for application in the general Asian market. The initial phase of this activity is aimed at determining and selecting three of more varieties of hybridized hemp strains identified by InPlanta for testing in the specific ecological conditions found in Cambodia.  This phase is underway and will be completed in the near future.

 

3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.

Not applicable for the month of February.

 

4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.

Not applicable for the month of February.

 

5. Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.

After the successful closing of the Company’s IPO and subsequent listing of common shares on the CSE Exchange, in February the Issuer made the first significant steps to initiate hemp-oriented research and development activities in Cambodia with execution of a share purchase agreement pursuant to which the Company will acquire all of the issued shares of a Cambodian private company.  The Company will acquire the issued shares for $1.00(US) and the assumption of the Cambodian entity’s existing debt of approximately $150,000 (US)  (see also Item 2 above).

 

6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.

Not applicable for the month of February. 

 

7. Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month.  Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.

See item 5 above.

 

8. Describe the acquisition of new customers or loss of customers.

Not applicable for the month of February.

9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.

Not applicable for the month of February.

 

10. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.

Not applicable for the month of February.  The Issuer is in the process of negotiating and formulating service contracts with key individuals and will have more to report in subsequent months.

 

11. Report on any labour disputes and resolutions of those disputes if applicable.

Not applicable for the month of February.

 

12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

Not applicable for the month of February. 

 

13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.

 

Not applicable for the month of February.

 

14. Provide details of any securities issued and options or warrants granted.

 

Security	Number Issued	Details of Issuance	Use of Proceeds
Options	550,000	$0.25 per common share

 

15. Provide details of any loans to or by Related Persons.

Not applicable for the month of February.

 

16. Provide details of any changes in directors, officers or committee members.

Dr. Darryl Hudson was elected as a member of the Board of Directors on February 15, 2019.  Dr. Hudson is a principal of InPlanta Biotechnology Inc. and received a PhD in Molecular Biology and Genetics from the University of Guelph in 2010. He has published research in diverse fields including plant biology, genetics, epigenetics, DNA repair mechanisms, and carcinogenesis.  He primarily works as a consultant and researcher helping producers in many countries to optimize genetics, cultivation processes and quality assurance protocols in the Cannabis industry. In addition to participating in a recently published Cannabis genome sequencing project, Dr. Hudson been breeding specialized new varieties of Cannabis for both the medical marijuana and agricultural hemp market and has been active in studying effects of Cannabis in treating post traumatic stress disorder specifically working with military veterans to develop both medications and protocols.  Dr. Hudson has spoken before the US Senate Committee on Veteran Affairs prior to the institution of ground-breaking legislation that allowed US veterans to receive recommendations for medical marijuana treatment in states with legal Cannabis programs. He has acted as a judge at Cannabis competitions and continues to speak at many international conferences.

17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.   Nothing to Report.

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
2. As of the date hereof there were is no material information concerning the Issuer which has not been publicly disclosed.
3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all CNSX Requirements (as defined in CNSX Policy 1).
4. All of the information in this Form 7 Monthly Progress Report is true.

Dated            March 1, 2019

                                                                                                Johannes Kingma                       
Name of Director or Senior Officer

                                                                                                 “Johannes Kingma”                     ” 
Signature

 

CEO                                               
Official Capacity

 

Issuer Details Name of Issuer Asia Cannabis Corp.	For  Month End     February 28, 2019	Date of Report YY/MM/DD   19/03/01
Issuer Address 730-1015 4th Street SW
City/Province/Postal Code Calgary, AB, T2R 1J4	Issuer Fax No.   n/a	Issuer Telephone No.   403-612-5655
Contact Name   Johannes Kingma	Contact Position   CEO	Contact Telephone No.   (403)-612-5655
Contact Email Address [email protected]	Web Site Address N/A