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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/19 Pharmagreen Biotech Inc. S-1 57:101M Moroney Donna |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 878K
2: EX-2.1 Articles of Incorporation and Bylaws Dated HTML 17K
November 26, 2007
3: EX-2.2 Articles of Merger Dated, October 30, 2008 (Azure HTML 17K
International, Inc./ Air Transport Group Holding,
Inc.
4: EX-2.3 Securities Exchange Agreement Dated April 12, HTML 21K
2018, by and Among Air Trnsport Group Holdings
Inc. and Wfs Pharmagreen Inc.
5: EX-2.4 Articles of Incorporation and Bylaws Dated HTML 23K
December 19, 2013 for Wfs Pharmagreen Inc.
6: EX-2.5 Articles of Incorporation and Bylaws Dated March HTML 20K
02, 2018 for Bc1155097
7: EX-2.6 Articles of Incorporation and Bylaws Dated August HTML 16K
02, 2018 for Bc1174505
8: EX-2.7 Option Agreement With Alliance Growers January 25, HTML 18K
2019
9: EX-2.8 Equity Purchase Agreement Phbi-L2 Capital HTML 20K
10: EX-2.9 Registration Rights Agreement Phbi-L2 Capital HTML 18K
11: EX-3.2 Certificate of Amendment Dated April 16, 2018 HTML 16K
(Authorized Increased to 9,000,000,000)
12: EX-3.3 Certificate of Amendment Dated May 3, 2018 HTML 16K
13: EX-5.1 Opinion of Counsel re: Legality HTML 23K
14: EX-23.1 Consent of Auditor, Dated March 14, 2019 HTML 16K
21: R1 Document and Entity Information HTML 38K
22: R2 Consolidated Balance Sheets (Unaudited) HTML 91K
23: R3 Consolidated Balance Sheets (Parenthetical) HTML 30K
24: R4 Consolidated Statements of Operations and HTML 92K
Comprehensive Loss (Unaudited)
25: R5 Consolidated Statement of Changes in Stockholders' HTML 70K
Deficit (Unaudited)
26: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 109K
27: R7 Nature of Business and Continuance of Operations HTML 28K
28: R8 Summary of Significant Accounting Policies HTML 56K
29: R9 Property and Equipment HTML 26K
30: R10 Acquisition of WFS Pharmagreen Inc. HTML 26K
31: R11 Convertible Notes HTML 88K
32: R12 Related Party Transactions HTML 31K
33: R13 Common Stock HTML 27K
34: R14 Commitment HTML 23K
35: R15 Discontinued Operations HTML 40K
36: R16 Income Taxes HTML 32K
37: R17 Subsequent Event HTML 21K
38: R18 Summary of Significant Accounting Policies HTML 101K
(Policies)
39: R19 Property and Equipment (Tables) HTML 25K
40: R20 Acquisition of WFS Pharmagreen Inc. (Tables) HTML 22K
41: R21 Discontinued Operations (Tables) HTML 43K
42: R22 Income Taxes (Tables) HTML 35K
43: R23 Nature of Business and Continuance of Operations HTML 23K
(Details Narrative)
44: R24 Summary of Significant Accounting Policies HTML 21K
(Details Narrative)
45: R25 Property and Equipment (Details) HTML 27K
46: R26 Acquisition of WFS Pharmagreen Inc. (Details) HTML 27K
47: R27 Convertible Notes (Details Narrative) HTML 184K
48: R28 Related Party Transactions (Details Narrative) HTML 32K
49: R29 Common Stock (Details Narrative) HTML 40K
50: R30 Discontinued Operations (Details) HTML 63K
51: R31 Discontinued Operations (Details 2) HTML 62K
52: R32 Income Taxes (Details) HTML 41K
53: R33 Income Taxes (Details 2) HTML 32K
54: R34 Income Taxes (Details 3) HTML 37K
56: XML IDEA XML File -- Filing Summary XML 81K
55: EXCEL IDEA Workbook of Financial Reports XLSX 55K
15: EX-101.INS XBRL Instance -- phbi-20181231 XML 900K
17: EX-101.CAL XBRL Calculations -- phbi-20181231_cal XML 123K
18: EX-101.DEF XBRL Definitions -- phbi-20181231_def XML 176K
19: EX-101.LAB XBRL Labels -- phbi-20181231_lab XML 673K
20: EX-101.PRE XBRL Presentations -- phbi-20181231_pre XML 414K
16: EX-101.SCH XBRL Schema -- phbi-20181231 XSD 117K
57: ZIP XBRL Zipped Folder -- 0001273511-19-000018-xbrl Zip 76K
| Exhibit 5.1 |
EXHIBIT 5.1
[LAW OFFICES OF MICHAEL H. HOFFMAN, P.A. LETTERHEAD]
Pharmagreen Biotech, Inc.
2987 Blackbear Court
Coquitlam, British Columbia V3E 3A2 Canada
Re:
Pharmagreen Biotech, Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Pharmagreen Biotech, Inc.., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the resale by the Company’s stockholders of up to 4,051,725 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that are issued and outstanding shares of Common Stock (the “Outstanding Shares”), and the sale of up to 20,000,000 shares of Common Stock (the “Offered Shares” and together with the Outstanding Shares, collectively, the “Securities”). This opinion is provided pursuant to the requirements of Item 16(a) of Form S-1 and Item 601(b)(5) of Regulation S-K of the Commission.
As the Company’s counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s certificate of incorporation and bylaws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of the Securities, as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.
In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company; and (d) that the Outstanding Shares will be sold as described in the Registration Statement. In rendering opinions as to future events, we have assumed the facts and law existing on the date hereof.
Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that:
| 1. | The Outstanding Shares are validly issued, fully paid and non-assessable. |
| 2. | The Offered Shares, when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable. |
This opinion is limited to the laws of the State of Nevada and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction.
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to the name of our firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/20/19 | None on these Dates | ||
| 3/19/19 | ||||
| List all Filings | ||||