Pain Clinics International
Vancouver / https://painclinicsint.com/
Overview
The Company’s business is to import Canadian cannabis products into Germany to treat chronic pain and reduce the use of opioids. Globally, 1/3 of people suffer from chronic pain which includes 24 million people in Germany where the legal use of medical cannabis has recently been expanded. Cannabidiol (CBD), the first product to be imported, has an estimated annual market of 75 Million Euros. Our unique approach is to focus on chronic pain patients that seek treatment from the 3,300 doctors who specialize in pain management and to this segment of the market through online sales. We are currently working with a clinic in Cologne, Germany, which will serve to demonstrate the benefits of medical cannabis and provide an endorsement for its use.
Crowdfunded Activities
Here's how Pain Clinics International Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Legal & consulting fees - 1st round ● Secure license for CBD products ● Secure agreement for bottling & packaging CBD Legal & consulting fees - 2nd round ● GmbH incorporation ● Pursue license for THC products Ship, bottle & package CBD products Open online store for CBD Expand online store for CBD Marketing of CBD products Visit to Germany - January/February, 2018 ● Attend meetings for: ● Funding ● Sales & marketing of CBD ● Legal services ● Business & medical advisors ● Accounting & audits Contingency Executive compensation* Portal fees | 5,000 | 250,000 |
| N/A | N/A | N/A |
| N/A | N/A | N/A |
| N/A | N/A | N/A |
Pain Clinics International Inc.
- Company Website: https://painclinicsint.com/
- Head Office Address: 103 - 3606 Aldercrest Drive, North Vancouver, BC, Canada V7G 0A3
- Company Phone No: 1-604-862-3439
- Company Email Address: dr.terry@painclinicsint.com
The Company’s business is to import Canadian cannabis products into Germany to treat chronic pain and reduce the use of opioids. Globally, 1/3 of people suffer from chronic pain which includes 24 million people in Germany where the legal use of medical cannabis has recently been expanded. Cannabidiol (CBD), the first product to be imported, has an estimated annual market of 75 Million Euros. Our unique approach is to focus on chronic pain patients that seek treatment from the 3,300 doctors who specialize in pain management and to this segment of the market through online sales. We are currently working with a clinic in Cologne, Germany, which will serve to demonstrate the benefits of medical cannabis and provide an endorsement for its use.
-
Offering Document
Full legal name: Pain Clinics International Inc.
Head office address: 103 - 3606 Aldercrest Drive, North Vancouver, BC, Canada V7G 0A3
Telephone: 1-604-862-3439
Website URL: https://painclinicsint.com/
Fax: N/A
Company Contact Person
Full legal name: Terrance George Owen
Position held with the issuer: Director, President & Secretary
Business address: 103 – 3606 Aldercrest Drive, North Vancouver, BC, Canada V7G 0A3
Business telephone: 1-604-862-3439
Fax: N/A
Business e-mail: dr.terry@painclinicsint.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Company’s business is to import Canadian cannabis products into Germany to treat chronic pain and reduce the use of opioids. Globally, 1/3 of people suffer from chronic pain which includes 24 million people in Germany where the legal use of medical cannabis has recently been expanded. Cannabidiol (CBD), the first product to be imported, has an estimated annual market of 75 Million Euros. Our unique approach is to focus on chronic pain patients that seek treatment from the 3,300 doctors who specialize in pain management and to this segment of the market through online sales. We are currently working with a clinic in Cologne, Germany, which will serve to demonstrate the benefits of medical cannabis and provide an endorsement for its use.
Management
Full legal name: Terrance George Owen
Municipality of residence: North Vancouver, BC
Email address: dr.terry@painclinicsint.com
Position at issuer: President, Director & Secretary
Principal occupation for the last five years: CEO & a Director of Cell MedX (OTCQB:CMXC) from December, 2017 to present . Director of Champion Pain Care Corporation (OTCBB:CPAI) from 2013 to 2017, CEO from 2013 to 2015 and CFO from 2016 to 2017. President, CEO & a Director of ALDA Pharmaceuticals Corp. (Since renamed Vanc Pharmaceuticals Inc., TSX-V:VANC), 2000 to 2013
Expertise, education, and experience that is relevant to the issuer's business:
1968, BSc (Honours), Biology, University of Victoria. 1970, MSc, Biology, University of New Brunswick. 1974, PhD, Zoology, University of British Columbia. 1991, MBA, Simon Fraser University.
2000 to 2013, President, CEO & Director, ALDA Pharmaceuticals Corp., an infection control company, (Now Vanc Pharmaceuticals Inc. – VANC:TSX-V). 1980 to 2002, President of Helix Biotech ULC, medical products, biotech R&D & DNA identity testing services. 1995 to 1998, President & Director, Helix BioPharma Corp. (HBP:TSE), a generic pharmaceutical company. Co-founder, Champion Pain Care Corporation (CPAI:OTCBB), CEO, 2013 to 2015; Director, 2013 to 2017; CFO, 2016 to 2017. December, 2017 to present, CEO & Director, Cell MedX Corp. (CMXC:OTCQB), a medical device company. Director & Audit Committee member of a number of public companies listed on the TSX Venture Exchange since 2002.
Corporate expertise - Startups to exit strategies and everything in between.
Technical expertise – Biosciences, medical products and R&D.
Number and type of securities of the issuer owned: N/A
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: 0%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Patricia Elaine Genereaux
Municipality of residence: North Vancouver, BC
Email address: N/A
Position at issuer: Control Person
Principal occupation for the last five years: Self Employed
Expertise, education, and experience that is relevant to the issuer's business:
As a successful, self-employed entrepreneur for many years in the design, decorating and construction markets, Ms. Genereaux has dealt with all aspects of business administration including sales & marketing, customer service, finance and managing receivables & payables, tax administration at all levels of government, contractors and employees.Number and type of securities of the issuer owned: 10,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: May 15, 2017 $0.001/share
Percentage of the issuer's securities held as of the date of this offering document: 93%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British-Columbia
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): April 9, 2018
The date(s) and description of any amendment(s) made to this offering document, if any: N/A
Type Of Securities Being Issued
Type of securities being offered: Class A Common Shares
Voting rights: Each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into):
Other: N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount 5,000 50,000 Maximum offering amount 250,000 2,500,000 Price per eligible security .10 Price per flow-through share N/A Minimum investment amount per purchaser: $100
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Pain Clinics International Inc. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
Business
Pain Clinics International (“PCI”) is federally incorporated in Canada. The Company is focused on the importation of bulk medical cannabis products from Canada into Germany for the treatment of chronic pain and to reduce the use of opioid pain medications. Cannabidiol (CBD) is one of the main active ingredients in medical cannabis. CBD faces fewer export and import regulations if the content of Tetrahydrocannabinol (THC), the main psychotropic ingredient in cannabis, is less than 0.3%. We will pursue the required approvals to import THC containing products as sales of CBD products are generated. CDB is an effective treatment for chronic pain and mitigates the effects of opioid withdrawal. THC can help patients to sleep more soundly which is very important requirement for pain management. Medical cannabis has no harmful side effects when used as directed by medical professionals.
Market
In Germany, direct medical costs for chronic pain are over €4.1 Billion annually. The 24 Million patients who suffer from chronic pain have access to 3,300 physicians who specialize in pain management. The market for CBD products alone in Germany is estimated to be 75 Million Euros annually.
Market drivers
The market is growing with aging populations. Governments are increasing their focus on chronic pain and, along with doctors, patients and funding agencies, are seeking alternatives to opioids and other prescription medications. The misguided war on drugs is abating and the benefits of medical cannabis are now being recognized.
Business strategy
Germany will import cannabis products because, as of December, 2017, no legal domestic production was established. The importation and packaging of bulk cannabis products containing less than 0.3% THC faces few regulatory hurdles and attractive margins are achievable. We will also work toward the registration required for the importation and distribution of cannabis products containing medicinal THC levels.
Sales & marketing strategy
The initial sales targets will be online sales to the general public and to the professionals who provide pain management services, including physicians, nurses, psychologists, occupational therapists, pharmacists, physiotherapists, dieticians and chiropractors. We are currently working with a pain management clinic in Cologne, Germany, that will support a pilot project using CBD and can be used as a model for sales to other clinics. Results obtained from the clinics that are customers will be used to market the benefits of CBD to chronic pain patients through an online store.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is federally incorporated in Canada pursuant to the Canada Business Corporations Act of Canada.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s articles of incorporation can be viewed at 11th Floor, 1111 Melville Street, Vancouver, BC V6E 3V6.
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
10,000,000 Class A shares priced at CDN$0.001 per share were provided to Patricia Elaine Genereaux in lieu of cash for services rendered to the company for $10,000. 700,000 common shares priced at CDN$0.01 per share were sold with none of the $7,000 raised used as of the date of this Offering Document.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Legal & consulting fees - 1st round ● Secure license for CBD products ● Secure agreement for bottling & packaging CBD Legal & consulting fees - 2nd round ● GmbH incorporation ● Pursue license for THC products Ship, bottle & package CBD products Open online store for CBD Expand online store for CBD Marketing of CBD products Visit to Germany - January/February, 2018 ● Attend meetings for: ● Funding ● Sales & marketing of CBD ● Legal services ● Business & medical advisors ● Accounting & audits Contingency Executive compensation* Portal fees 5,000 250,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
(b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice.
(c) Warrants: Issuer will issue to Vested, upon closing of the Offering, common share purchase warrants (“Warrants”) equal to 20% of the number of shares sold pursuant to the Offering; each Warrant exercisable at $0.10 per share
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Business risk – The Company has no history of importation and distribution of medical cannabis products. There is no guarantee that the importation and packaging of bulk products for distribution in Germany will be successful or profitable.
Systemic risk – There is no guarantee that the importation, packaging and distribution of medical cannabis products in Germany will not be negatively affected by government regulations, import taxes and duties, high production and marketing costs and competition from other companies that are also seeking market share in Germany
Financing and Dilution risks – The Issuer will need to raise additional funds to undertake further development of the business. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financing will be favourable. It will likely sell additional shares to raise such funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.
Liquidity risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: President, Director & Secretary
- Municipality of Residence: North Vancouver, BC
- Email Address: dr.terry@painclinicsint.com
- Principal Occupation for the Last Five Years: CEO & a Director of Cell MedX (OTCQB:CMXC) from December, 2017 to present . Director of Champion Pain Care Corporation (OTCBB:CPAI) from 2013 to 2017, CEO from 2013 to 2015 and CFO from 2016 to 2017. President, CEO & a Director of ALDA Pharmaceuticals Corp. (Since renamed Vanc Pharmaceuticals Inc., TSX-V:VANC), 2000 to 2013
About:
1968, BSc (Honours), Biology, University of Victoria. 1970, MSc, Biology, University of New Brunswick. 1974, PhD, Zoology, University of British Columbia. 1991, MBA, Simon Fraser University.
2000 to 2013, President, CEO & Director, ALDA Pharmaceuticals Corp., an infection control company, (Now Vanc Pharmaceuticals Inc. – VANC:TSX-V). 1980 to 2002, President of Helix Biotech ULC, medical products, biotech R&D & DNA identity testing services. 1995 to 1998, President & Director, Helix BioPharma Corp. (HBP:TSE), a generic pharmaceutical company. Co-founder, Champion Pain Care Corporation (CPAI:OTCBB), CEO, 2013 to 2015; Director, 2013 to 2017; CFO, 2016 to 2017. December, 2017 to present, CEO & Director, Cell MedX Corp. (CMXC:OTCQB), a medical device company. Director & Audit Committee member of a number of public companies listed on the TSX Venture Exchange since 2002.
Corporate expertise - Startups to exit strategies and everything in between.
Technical expertise – Biosciences, medical products and R&D.
- Position at Issuer: Control Person
- Municipality of Residence: North Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Self Employed
About:
As a successful, self-employed entrepreneur for many years in the design, decorating and construction markets, Ms. Genereaux has dealt with all aspects of business administration including sales & marketing, customer service, finance and managing receivables & payables, tax administration at all levels of government, contractors and employees.
All Team Members & Relevant Parties
Terrance George Owen
Patricia Elaine Genereaux
812% of Goal
Offering up to 2,500,000 Class A Common Shares at $ 0.10
Minimum Investment: $100
Funding Closed
191 Investors
This project will only be financed if at least $5,000 is raised by Feb 01, 2018
Note: All funds are expressed in Canadian dollars.