FORM 7 MONTHLY PROGRESS REPORT

Transcription

1 FORM 7 MONTHLY PROGRESS REPORT Name of CNSX Issuer: Abattis Bioceuticals Corp. (the Issuer or Abattis ). Trading Symbol: ATT Number of Outstanding Listed Securities: 76,801,135 Date: October 2, 2015 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 Issuer is a specialty biotechnology company with is a Company that develops and commercializes natural health (nutraceutical) products. Abattis conducts research and development to create plant-based (botanical) intellectual property, and ingredients for the pharmaceutical, nutraceutical, bioceutical and cosmetic markets; some of which will contain cannabinoid compounds. During the month of September, 2015 the issuer announced the following resignations and appointments within the Company and its wholly owned subsidiaries. The appointment of Raymond Cox as President of Vergence Visionary Bioceuticals Corp. ("Vergence") effective September 1, Mr.Cox is an entrepreneur, visionary, start up, sales and marketing leader for 20 years in "the direct to consumer and wellness industries". He has successfully changed 3 Canadian hair loss clinics in a positive direction. They have grown to become 13 profitable International hair loss and hair removal clinics, which ultimately produced millions of dollars in yearly revenue within 36 months. Furthermore, he has personally built online wellness organizations into the 10's of thousands and influenced 100's of thousands through training, motivation and collaboration with key medical personnel. Andrea Bates will be joining the team as the Chief Operating Officer of Vergence. Mrs. Bates, as co-founder of 10 Thousand BC(r) Inc. has helped lead the research, team management, product marketing, brand development and design packaging. Her marketing and branding expertise has been an asset in website development, presentation materials, research and industry relations. As CMO, Andrea directs and provides communication of corporate vision, product branding and development to the marketing and advertising team. She is also involved in sales, export market development and corporate planning. Her energetic marketing vision was instrumental in the development and launch of 10 Thousand BC(r) Luxury Glacier Water. Twenty-one days after the launch at the Sundance Film Festival, 10 Thousand BC(r) appeared on ABC News Good Morning America to an audience of 5.36M and was instantly positioned as a top luxury brand. Since then 10 Thousand BC(r) has appeared in numerous magazines, TV Shows and Movies with virtually no advertising dollars spent! Mr. Barry Comis was appointed to the Board of Directors of Abattis effective September 1, Mr. Comis has spent the last eight years as Executive CP at Viero Group Ltd, where he remains in charge of Corporate Investment Capital and Corporate business consulting; specializing in offshore Fund management and investment acquisitions and mergers. Mr. Comis is also the current owner and principal of Pure Logic Technologies Ltd., which is a 3d discrete event simulation company that models large industrial plants or assists

2 in the design of new operations. Mr. Brazos Minshew will be resigning as President of Biocell Labs Inc. ("Biocell") and Vergence as well as Chief Science Officer for Abattis. Mr. Minshew, however will not be leaving the Company. He will be assuming his new role on the Board of Directors of Abattis, all effective August 31, Emanuel Montenegrino will also be resigning effective August 31, 2015 as a Director of the Company. The Company would like to thank Mr. Montenegrino for all his services and wishes him the best in all his future endeavors. During the month of September, 2015 the issuer announced the appointment of Mr. Jim Irving to our Board of Directors. Mr. Irving is the Director of Fundraising & Sponsorship at the BC Hospitality Foundation. The Foundation provides financial support for individuals within the hospitality industry coping with financial crisis arising from a medical condition or injury. The BCHF also awards scholarships in hospitality, culinary, sommelier and beverage programs. Jim's background includes nearly 30 successful years of experience in the Canadian alcohol beverage industry. Jim has been a sales and marketing manager for wine and spirit agencies and breweries as well as the Canadian president of a luxury vodka brand. Jim's past experience includes the general manager in Canada for Precept Wine, the largest privately owned wine company in the US Pacific Northwest, based in Seattle. Jim specializes in brand marketing, retail sales and packaged goods. He has excellent business skills and extensive industry contacts. 2. Provide a general overview and discussion of the activities of management. During the month of September, 2015, management was mainly engaged in completing the transactions described above, as well as forging ahead with cementing key relationships with industry players. 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. 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. 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. 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. During the month of September the Company concluded three contracts with Greg Williams, Hugh Oswald and Michael Bessler. 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

3 a Related Person of the Issuer and provides details of the relationship. During the month of August the issuer concluded the sale of its flash freeze extractor (FFE) prototype and poultry avian flu patent. This maintains Abattis' focus towards near term product revenue and strategic acquisitions. Under the terms of the sale of the FFE and the Avian Poultry patent (US: A1), Abattis will receive C$100,000 and 2,100,000 free-trading shares of Abattis stock from Michael Withrow and CanViet International Co, Ltd. Abattis will in exchange transfer the right to the FFE, the Avian Poultry patent, 834,750 common shares of Bi-optic Ventures and 980,000 share purchase warrants of Bi-optic Ventures, exercisable at $0.15 per share purchase warrant. Abattis retains the ability to, in the future, have a functioning copy produced of the FFE at a discounted rate. Abattis management realized the FFE prototype needed additional development, which could be further developed outside of Abattis for its potential future use. Abattis management believes it would be more prudent to focus on near term revenue prospects and may eventually buy a flash freeze extractor that suits the future needs of the company. Abattis is currently in active discussions with thermo-dynamic engineers and extraction experts to procure a flash freeze system that fits Abattis' future CBD extraction needs, which can be utilized at a partner's locations to contract extract. Proceeds of this offering will be used for the production and sale of future products, research and development, marketing, working capital, and other general corporate purposes. Monetizing these Abattis' assets that are not core to Abattis' current plans will strengthen the companies operating position. The transaction also provides the company with C$100,000 to continue developing its core business as a product development company in the neutraceutical and pain management field. Management would like investors to understand that non-operating assets cost capital and resources to maintain, by disposing of the assets, revenue-generating activities can be focused on and expenses reduced. 8. Describe the acquisition of new customers or loss of customers. 9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trademarks. 10. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay- offs. 11. Report on any labour disputes and resolutions of those disputes if applicable. 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. The Company is defending a claim from one of its former consultants for breaching the consulting contract, which the plaintiff should entitle for 75,000 options of the Company. The Company attended proceedings in late September and is processing documents to arrange for payment. The Company is making arrangements to ensure it complies with the court requirements. The Company is defending a claim from one of its former consultants for breaching a contract to pay for marketing services for approximately $23,000. The Company has filed a counter claim that the plaintiff failed to provide the requested services. The outcome and timeframe of the claim is not determinable and therefore no amounts have been recorded for any potential payments, which have to be made.

4 The Company is defending a claim from one of its former directors for amounts payable to him, which he claims were to be settled in common shares. The plaintiff has claimed damages of approximately $145,000. The outcome of this claim is not determinable. There is no indication on when or if this claim will move forward, the Company awaits direction, if any, from the other side. On December 29, 2014, the Company obtained a preliminary injunction from the Washington state court in King County against Herbal Analytics, LLC, James Baxter, Kaleb Lund and Lauren Hilty, and Erin Leary, Affinor Growers, LLC, and Nicholas Brusatore. Affinor Growers, LLC is a wholly owned subsidiary of defendant Affinor Growers, Inc. (collectively Defendants ). According to the conclusions of law, the Defendants shall cease and desist from any and all use of PhytaLabs trade secrets and confidential information and documents; (b) are restrained from copying, transferring, using or disclosing to any other person or entity any documentation taken from PhytaLab; (c) shall retain and preserve all existing documents and files that mention, refer to, or are derived from PhytaLab, PhytaLab and Abattis customers, or PhytaLab and Abattis prospective customers; and (d) shall keep a detailed, complete, and accurate accounting of its business operations. On April 10, 2015 the Company amicably resolved and dismissed the litigation against Affinor, Affinor's Executive Director Nick Brusatore, and Affinor Growers LLC. Abattis will continue to pursue its claims in the Washington litigation against Herbal Analytics, LLC, James Baxter, Kaleb Lund, Lauren Hilty, and Erin Leary. This claim is currently on hold. 13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. 14. Provide details of any securities issued and options or warrants granted. 327,956 common shares were issued for compensation for services to three arms length vendors and one insider. 15. Provide details of any loans to or by Related Persons. 16. Provide details of any changes in directors, officers or committee members. Appointments: Raymond Cox, President, Vergence Visionary Bioceuticals Corp. (Vergence) Andrea Bates, Chief Operating Officer, Vergence Visionary Bioceuticals Corp. Barry Comis, Director, Abattis Bioceuticals Corp. Brazos Minshew, Director, Abattis Bioceuticals Corp. Jim Irving, Director, Abattis Bioceuticals Corp. Resignations: Brazos Minshew, President, Vergence and Biocell Labs Inc. Chief Science Officer, Abattis Bioceuticals Corp. Emanuel Montenegrino, Director, Abattis Bioceuticals Corp. 17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer s market(s) or political/regulatory trends. The trends and risks which are likely to impact the Issuer are discussed in the Issuer s audited financial statements and corresponding Managements Discussion & Analysis for the year ended September 30, 2014, which are filed on SEDAR effective January 28, 2015.

5 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 ) 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 October 2, Rene David Name of Director or Senior Officer Signature CFO and COO Official Capacity Issuer Details Name of Issuer Abattis Bioceuticals Corp. Issuer Address Suite West Georgia Street City/Province/Postal Code Vancouver, BC V6C 3E8 Contact Name Denby Greenslade For Month End October 2015 Issuer Fax No. (604) Contact Position Admin Date of Report YY/MM/DD 02/10/15 Issuer Telephone No. (604) Contact Telephone No. (604) Contact Address [email protected] Web Site Address