Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Aug. 31, 2014 | Oct. 18, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Gala Global Inc. | ' |
Entity Central Index Key | '0001513403 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Aug-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--11-30 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 118,140,000 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Aug. 31, 2014 | Nov. 30, 2013 |
Current Assets | ' | ' |
Cash | ' | $104 |
Total Current Assets | ' | 104 |
Investment in joint venture | 52,972 | ' |
Total Assets | 52,972 | 104 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 5,993 | 8,902 |
Due to related parties | 101,325 | 28,298 |
Loan payable to related party | 10,000 | ' |
Total Current Liabilities | 117,318 | 37,200 |
Total Liabilities | 117,318 | 37,200 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred Stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil shares | ' | ' |
Common Stock Authorized: 500,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 118,140,000 common shares | 118,140 | 118,140 |
Additional paid-in capital | -23,742 | -47,040 |
Deficit accumulated | 158,744 | 108,196 |
Total Stockholders' Deficit | -64,346 | -37,096 |
Total Liabilities and Stockholders' Deficit | $52,972 | $104 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2014 | Nov. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 118,140,000 | 118,140,000 |
Common stock, shares outstanding | 118,140,000 | 118,140,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ||||
Operating Expenses | ' | ' | ' | ' | ||||
Depreciation | ' | 118 | ' | 354 | ||||
Option expense on proposed property acquisition - related party | 16,000 | ' | 16,000 | ' | ||||
General and administrative | 14,986 | 5,532 | 28,548 | [1] | 23,833 | |||
Management fees - related party | 6,000 | ' | 6,000 | [1] | ' | |||
Total Operating Expenses | 36,986 | 5,650 | 50,548 | 24,187 | ||||
Operating loss | -36,986 | -5,650 | -50,548 | -24,187 | ||||
Provision for income taxes | ' | ' | ' | ' | ||||
Net Loss | ($36,986) | ($5,650) | ($50,548) | ($24,187) | ||||
Net Loss per Share - Basic and Diluted | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] |
Weighted Average Shares Outstanding - Basic and Diluted | 118,140,000 | 118,140,000 | 118,140,000 | 118,140,000 | ||||
[1] | During the three months ended August 31, 2014, $6,000 previously mistakenly classified as management fees during the three month periods ended February 28, 2014 ($3,000) and May 31, 2014 ($3,000) has been correctly reclassified as general and administrative expenses. | |||||||
[2] | Denotes a loss of less than $(0.01) per share. |
Statements_Of_Changes_In_Stock
Statements Of Changes In Stockholders’ Deficit (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | ||
Balance, amount at Nov. 30, 2012 | $118,140 | ($47,040) | ($72,206) | ($1,106) | ||
Balance, shares at Nov. 30, 2012 | [1] | 118,140,000 | ' | ' | ' | |
Net loss for the year | ' | ' | -35,990 | -35,990 | ||
Balance, amount at Nov. 30, 2013 | 118,140 | -47,040 | -108,196 | -37,096 | ||
Balance, shares at Nov. 30, 2013 | 118,140,000 | [1] | ' | ' | 118,140,000 | |
Forgiveness of related party debt | ' | 23,298 | ' | 23,298 | ||
Net loss for the year | ' | ' | -50,548 | -50,548 | ||
Balance, amount at Aug. 31, 2014 | $118,140 | ($23,742) | ($158,744) | ($64,346) | ||
Balance, shares at Aug. 31, 2014 | 118,140,000 | [1] | ' | ' | 118,140,000 | |
[1] | As restated for the 20:1 forward split in the Companys shares of common stock effective September 17, 2014. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Cash Flow Provided By (Used In) Operating Activities | ' | ' |
Net loss for the period | ($50,548) | ($24,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | ' | 354 |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable and accrued liabilities | -2,909 | -54 |
Net Cash Used In Operating Activities | -53,457 | -23,887 |
Cash Flow Provided By (Used In) Investing Activities | ' | ' |
Investment in joint venture | 52,972 | ' |
Net Cash Provided By (Used In) Investing Activities | -52,972 | ' |
Cash Flow Provided By (Used In) Financing Activities | ' | ' |
Proceeds from related party | 101,325 | ' |
Proceeds from loan payable - related party | 10,000 | ' |
Repayment of due to related party | 5,000 | 526 |
Net Cash Provided By Financing Activities | 106,325 | -526 |
Net decrease in Cash | -104 | -24,413 |
Cash - Beginning of Period | 104 | 24,904 |
Cash - End of Period | ' | 491 |
Supplemental Disclosures | ' | ' |
Interest paid | ' | ' |
Income tax paid | ' | ' |
Non-cash investing and financing activities: | ' | ' |
Forgiveness of related party debt | $23,298 | ' |
Organization_And_Nature_Of_Ope
Organization And Nature Of Operations | 9 Months Ended |
Aug. 31, 2014 | |
Organization And Nature Of Operations | ' |
Organization and Nature of Operations | ' |
1. Organization and Nature of Operations | |
Gala Global Inc. (the “Company”) was incorporated in the State of Nevada on March 10, 2010. The Company was formed to provided garment tailoring and alteration services. | |
On May 19, 2014, a change in control of the Company occurred when IDG Ventures Ltd., the Company’s then controlling shareholder, sold all of its 3,547,000 shares of the Company’s common stock, representing 60.04% of our issued and outstanding common shares, in a private share purchase transaction to Messrs Haas, Lefevre and Naccarato. | |
On June 26, 2014, the Company had a change in management when Mr. Robert Frei resigned as President and Director of the Company and Mr. Lefevre was appointed as his successor. Concurrent with the change of management, the Company acquired two 100% owned subsidiary companies, Cannabis Ventures Inc (USA), incorporated on February 27, 2014 in the state of Nevada and Cannabis Ventures Inc. (Canada), incorporated on April 9, 2014 in Vancouver, British Columbia. Neither of these subsidiary companies had traded prior to their acquisition by the Company other than as described below. | |
GALA Global, Inc. is currently distributing all-natural everyday custom tailored women's clothing products from England. The Company is exploring different hemp alternatives of fabric and materials needed to produce our all new custom designed apparel. Our new products are scheduled for launch in the latter part of 2015. | |
GALA Global, Inc., since its change in management effective June 26, 2014, plans to expand into the Hemp and Cannabidiol (“CBD”) industry. The expansion will focus on the development, research, and commercialization of products derived from the Hemp and Cannabis Plant. GALA Global, Inc. plans to seek acquisition candidates in this area of interest in the nutraceutical and pharmaceutical industries. | |
GALA Global, Inc.’s planned services include the development of cannabinoid based health and wellness products; the development of medical grade compounds; the licensing of proprietary testing, genetics, labeling and packaging, tracking, production, and standardization methods for the medicinal herb industry. | |
Cannabis Ventures Inc. (USA) (“CVI”) | |
In July 2014, CVI entered into a joint venture agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to consult and manage a cultivation project. This function is to be performed by a yet to be formed management company in which CVI will have a 50% ownership interest (“Joint Venture”). In order to provide initial working capital for the Joint Venture, CVI has paid cash of $52,972 to acquire its 50% ownership interest in the Joint Venture. | |
Further, under the terms of the Joint Venture agreement, CVI is required to provide $100,000 cash as a security deposit for the property to be leased by the Joint Venture. As described in Note 8 Subsequent Events below, the Company transferred the $100,000 as required under the agreement on September 12, 2014. | |
Cannabis Ventures, Inc. (Canada) (“CVI Canada)”) | |
In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI Canada. | |
In July 2014, CVI (Canada) filed the application with Health Canada for the MMPR License (Marihuana for Medical Purposes Regulations). The response to last round of comments received from Health Canada was filed by CVI (Canada) in September 2014 and we are waiting to hear back from Health Canada. | |
The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada. During this four month period, the Company paid the owner of the property a nonrefundable payment of $4,000 a month and this expense has been recognized in our statement of operations. | |
The Contract has now been extended on a month to month basis and the Company continues to pay the property owner a nonrefundable payment of $4,000 a month while it awaits the determination from Health Canada. There is no guarantee that the property owner will continue to extend the term of the Contract or that the Company will be successful in obtaining a license from Health Canada. Moreover as at the date of this report, the Company does not have the funds to complete the purchase of the property nor is there any guarantee that it will be able to raise the required funding. | |
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. As at August 31, 2014, the Company has no revenue or other source of income, has a working capital deficit of $117,318, and an accumulated deficit of $158,744. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to obtain the necessary debt or equity financing, and generate profitable operations from the Company’s planned 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. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | |
Aug. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
2. Summary of Significant Accounting Policies | ||
a) | Basis of Presentation and Principles of Consolidation | |
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 November 30. | ||
These consolidated financial statements include the accounts of the Company and its two wholly owned subsidiaries, Nevada incorporated Cannabis Ventures Inc (USA) and Vancouver, British Columbia incorporated Cannabis Ventures Inc. (Canada), from the date of their acquisition by the Company effective June 26, 2014. All inter-company transactions and balances have been eliminated on consolidation. | ||
b) | 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 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. | ||
c) | Interim Financial Statements | |
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended August 31, 2014 are not necessarily indicative of the results that may be expected for the year ended November 30, 2014. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended November 30, 2013 included in our Form 10-K filed with the SEC. | ||
d) | Development Stage Company | |
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of its inception (March 15, 2010) as a development stage company. The Company has generated no revenue since inception (March 15, 2010) and is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (March 15, 2010) have been considered as part of the Company’s development stage activities. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements. | ||
e) | 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. As of August 31, 2014 and November 30, 2013, there were no cash equivalents. | ||
f) | Financial Instruments | |
We have adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | ||
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. | ||
Level 2 – Inputs are unadjusted quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | ||
Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumption on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | ||
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. | ||
g) | Long-Lived Assets | |
In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | ||
h) | Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | ||
i) | Revenue Recognition | |
Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services. | ||
j) | Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and nine months ended August 31, 2014 and 2013. | ||
k) | Stock-based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. 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. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. No stock based compensation was issued or outstanding during the three and nine months period ended August, 2014 or 2013. | ||
l) | Comprehensive Loss | |
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. Our comprehensive loss was identical to our net loss for the three and nine month periods ended August 31, 2014 and 2013. | ||
m) | Basic and Diluted Net Loss per Share | |
The Company computes net income (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 income (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. No potentially dilutive debt or equity instruments were issued and outstanding during the three and nine months ended August 31, 2014 and 2013. | ||
n) | Recent Accounting Pronouncements | |
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||
Aug. 31, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
3. Related Party Transactions | |||
a) | During the three and nine months ended August 31, 2014, the Company incurred $6,000 (2013 - $nil) and $6,000 (2013 - $nil), respectively, in management fees to the former President and Director of the Company. | ||
During the three and nine months ended August 31, 2014, we repaid the former President and Director of the Company $5,000 of the balance due to him and he forgave all remaining amounts outstanding to him by the Company totaling $23,298 which was recorded as additional paid-in capital. As at August 31, 2014, the Company owed $nil (November 30, 2013 - $28,298) to the former President and Director of the Company. The amounts owing were unsecured, non-interest bearing, and due on demand. | |||
b) | During the three and nine months ended August 31, 2014, the Company received advances of $87,192 (2013 - $nil) and $101,325 (2013 - $nil), respectively, from a shareholder of the Company to fund payment of operating expenditures. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
c) | In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI Canada. | ||
During the three months ended August 31, 2014 the Company paid $16,000 (2013 - $nil) under the term of a contract to purchase certain property in Vancouver, Canada to a director of CVI. | |||
Investment_In_Joint_Venture
Investment In Joint Venture | 9 Months Ended |
Aug. 31, 2014 | |
Investment In Joint Venture | ' |
Investment in Joint Venture | ' |
4. Investment in Joint Venture | |
On July 1, 2014, Cannabis Ventures Inc. (USA), a wholly-owned subsidiary of the Company entered into a joint venture agreement with Anthony McDonald (“McDonald”) and Globe Farmacy Inc. (“GFI”), an Arizona non-profit corporation. Under the terms of the agreement, Cannabis Ventures Inc. (USA) and McDonald will each hold 50% interest in the joint venture. During the period ended August 31, 2014, the Company paid $52,972 (2013 - $nil) to purchase its 50% ownership interest in the joint venture. |
Loan_Payable_Related_Party
Loan Payable - Related Party | 9 Months Ended |
Aug. 31, 2014 | |
Loan Payable - Related Party | ' |
Loan Payable - Related Party | ' |
5. Loan Payable – Related Party | |
On March 20, 2014, the Company issued a $10,000 promissory note to a shareholder of the Company. Under the terms of the note, the amount is unsecured, non-interest bearing, and due on demand. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Aug. 31, 2014 | |
Commitments And Contingencies | ' |
Commitments and Contingencies | ' |
6. Commitments and Contingencies | |
In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI Canada. | |
In July 2014, CVI (Canada) filed the application with Health Canada for the MMPR License (Marihuana for Medical Purposes Regulations). The response to last round of comments received from Health Canada was filed by CVI (Canada) in September 2014 and we are waiting to hear back from Health Canada. | |
The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada. During this four month period, the Company paid the owner of the property a nonrefundable payment of $4,000 a month and this expense has been recognized in our statement of operations. | |
The Contract has now been extended on a month to month basis and the Company continues to pay the property owner a nonrefundable payment of $4,000 a month while it awaits the determination from Health Canada. There is no guarantee that the property owner will continue to extend the term of the Contract or that the Company will be successful in obtaining a license from Health Canada. Moreover as at the date of this report, the Company does not have the funds to complete the purchase of the property nor is there any guarantee that it will be able to raise the required funding. | |
In July 2014, CVI entered into a joint venture agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to consult and manage a cultivation project. This function is to be performed by a yet to be formed management company in which CVI will have a 50% ownership interest (“Joint Venture”). In order to provide initial working capital for the Joint Venture, CVI has paid cash of $52,972 to acquire its 50% ownership interest in the Joint Venture. | |
Further, under the terms of the Joint Venture agreement, CVI is required to provide $100,000 cash as a security deposit for the property to be leased by the Joint Venture. As described in Note 8 Subsequent Events below, the Company transferred the $100,000 as required under the agreement on September 12, 2014. |
Stockholders_Deficit
Stockholdersb Deficit | 9 Months Ended |
Aug. 31, 2014 | |
Stockholders Deficit | ' |
Stockholdersb Deficit | ' |
7. Stockholders’ Deficit | |
On August 27, 2014, the Company approved an increase in the total number of authorized shares of common stock from 75,000,000 to 500,000,000 shares and in preferred stock from nil to 10,000,000 shares. The amendment was filed and effected on August 28, 2014. |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Aug. 31, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
8. Subsequent Events | |||
a) | On September 12, 2014 pursuant to the agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to consult and manage a cultivation project, the Company transferred $100,000 as a security deposit in place of a personal guaranty required by the landlord in connection with the facility to be leased by the Joint Venture for the cultivation project. These funds are to continue to be held as a security deposit until completion of the project. | ||
b) | On September 17, 2014, the Company effected a 20:1 forward split of the Company’s issued and outstanding shares of common stock, thereby increasing the number of the Company’s issued and outstanding shares of common stock from 5,907,000 to 118,140,000 shares of common stock. All references to share numbers in this Form 10Q have been adjusted to reflect the impact of this forward split. | ||
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to August 31, 2014 to October 17, 2014, the date these financial statements were issued, and has determined that, other than as disclosed above, it does not have any material subsequent events to disclose in these financial statements. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | |
Aug. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation and Principles of Consolidation | ' | |
a) | Basis of Presentation and Principles of Consolidation | |
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 November 30. | ||
These consolidated financial statements include the accounts of the Company and its two wholly owned subsidiaries, Nevada incorporated Cannabis Ventures Inc (USA) and Vancouver, British Columbia incorporated Cannabis Ventures Inc. (Canada), from the date of their acquisition by the Company effective June 26, 2014. All inter-company transactions and balances have been eliminated on consolidation. | ||
Use of Estimates | ' | |
b) | 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 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. | ||
Interim Financial Statements | ' | |
c) | Interim Financial Statements | |
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended August 31, 2014 are not necessarily indicative of the results that may be expected for the year ended November 30, 2014. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended November 30, 2013 included in our Form 10-K filed with the SEC. | ||
Development Stage Company | ' | |
d) | Development Stage Company | |
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of its inception (March 15, 2010) as a development stage company. The Company has generated no revenue since inception (March 15, 2010) and is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (March 15, 2010) have been considered as part of the Company’s development stage activities. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements. | ||
Cash and Cash Equivalents | ' | |
e) | 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. As of August 31, 2014 and November 30, 2013, there were no cash equivalents. | ||
Financial Instruments | ' | |
f) | Financial Instruments | |
We have adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | ||
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. | ||
Level 2 – Inputs are unadjusted quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | ||
Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumption on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | ||
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. | ||
Long-Lived Assets | ' | |
g) | Long-Lived Assets | |
In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | ||
Income Taxes | ' | |
h) | Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | ||
Revenue Recognition | ' | |
i) | Revenue Recognition | |
Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services. | ||
Advertising costs | ' | |
j) | Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and nine months ended August 31, 2014 and 2013. | ||
Stock-Based Compensation | ' | |
k) | Stock-based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. 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. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. No stock based compensation was issued or outstanding during the three and nine months period ended August, 2014 or 2013. | ||
Comprehensive Loss | ' | |
l) | Comprehensive Loss | |
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. Our comprehensive loss was identical to our net loss for the three and nine month periods ended August 31, 2014 and 2013. | ||
Basic and Diluted Net Loss Per Share | ' | |
m) | Basic and Diluted Net Loss per Share | |
The Company computes net income (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 income (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. No potentially dilutive debt or equity instruments were issued and outstanding during the three and nine months ended August 31, 2014 and 2013. | ||
Recent Accounting Pronouncements | ' | |
n) | Recent Accounting Pronouncements | |
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above. | ||
Organisation_And_Nature_Of_Ope
Organisation And Nature Of Operations (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | |||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Jul. 31, 2014 | 31-May-14 | 19-May-14 | |
Cannabis Ventures Inc. USA | Cannabis Ventures Inc. Canada | Common Stock | |||||
IDG Ventures Ltd, sold shares to Messrs Hass, Lefevre and Naccarato | ' | ' | ' | ' | ' | ' | 3,547,000 |
Percentage of shares transfered | ' | ' | ' | ' | ' | ' | 60.04% |
Joint venture terms with Globe Farmacy Inc | ' | ' | ' | ' | ' | ' | ' |
In July 2014, CVI entered into a joint venture agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to consult and manage a cultivation project. This function is to be performed by a yet to be formed management company in which CVI will have a 50% ownership interest (“Joint Venture”). In order to provide initial working capital for the Joint Venture, CVI has paid cash of $52,972 to acquire its 50% ownership interest in the Joint Venture. | |||||||
Contract to acquire property | ' | ' | ' | ' | ' | ' | ' |
In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI Canada. | |||||||
Property acquisition costs per month | $16,000 | ' | $16,000 | ' | ' | $4,000 | ' |
Contract expiry date | ' | ' | ' | ' | ' | ' | ' |
The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Accounting Costs) (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |
Summary Of Significant Accounting Policies Accounting Costs Narrative Details | ' | ' | ' | ' |
Advertising Costs | $0 | $0 | $0 | $0 |
Related_Party_Transation_Narra
Related Party Transation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Nov. 30, 2013 | Aug. 31, 2014 | 31-May-13 | 31-May-13 | Aug. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | ||
Mr. Robert Frei (Former President And Director) | Mr. Robert Frei (Former President And Director) | Mr. Robert Frei (Former President And Director) | Mr. Robert Frei (Former President And Director) | Mr. Robert Frei (Former President And Director) | Shareholder | Shareholder | Shareholder | Shareholder | Director of CVI | Director of CVI | |||||||
Cannabis Ventures Inc. Canada | Cannabis Ventures Inc. Canada | ||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Management Fees | $6,000 | ' | $6,000 | [1] | ' | ' | $6,000 | ' | ' | $6,000 | ' | ' | ' | ' | ' | ' | ' |
Repayment of loan | ' | ' | 5,000 | 526 | ' | 5,000 | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | |
Forgiveness of related party debt | ' | ' | 23,298 | ' | ' | 23,298 | ' | ' | 23,298 | ' | ' | ' | ' | ' | ' | ' | |
Due to related parties | 101,325 | ' | 101,325 | ' | 28,298 | ' | ' | ' | ' | 28,298 | ' | ' | ' | ' | ' | ' | |
Advance received from a shareholder | ' | ' | 101,325 | ' | ' | ' | ' | ' | ' | ' | 87,192 | ' | 101,325 | ' | ' | ' | |
Purchase of property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,000 | ' | |
[1] | During the three months ended August 31, 2014, $6,000 previously mistakenly classified as management fees during the three month periods ended February 28, 2014 ($3,000) and May 31, 2014 ($3,000) has been correctly reclassified as general and administrative expenses. |
Investment_in_Joint_Venture_Na
Investment in Joint Venture (Narrative) (Details) (USD $) | 9 Months Ended | 3 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |
Cannabis Ventures Inc. USA | Cannabis Ventures Inc. USA | |||
Purchase of joint venture interest from McDonald | $52,972 | ' | $52,972 | ' |
Joint venture percentage | ' | ' | 50.00% | ' |
Loan_Payable_Related_Party_Nar
Loan Payable - Related Party (Narrative) (Details) (USD $) | Aug. 31, 2014 | Nov. 30, 2013 | Mar. 20, 2014 |
Promissory note | |||
Shareholder | |||
Loan payable to related party | $10,000 | ' | $10,000 |
Loan terms | ' | ' | ' |
Under the terms of the note, the amount is unsecured, non-interest bearing, and due on demand. |
Stockholders_Deficit_Narrative
Stockholders Deficit (Narrative) (Details) | Aug. 31, 2014 | Aug. 24, 2014 | Nov. 30, 2013 |
Stockholders Deficit Narrative Details | ' | ' | ' |
Proferred stock authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock authorized increased to | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock authorized before the increase | ' | 75,000,000 | ' |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 0 Months Ended | |
Sep. 17, 2014 | Sep. 12, 2014 | |
Cannabis Ventures Inc. USA | Cannabis Ventures Inc. USA | |
Common Stock | Subsequent Event | |
Security deposit paid to Globe Farmacy, Inc | ' | $100,000 |
Forward split | '20:1 | ' |
Common stock change | 118,140,000 | ' |
Common stock outstanding before stock split | 5,807,000 | ' |