Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Mar. 11, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Gala Global Inc. | |
Entity Central Index Key | 1513403 | |
Document Type | 10-K | |
Document Period End Date | 30-Nov-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 Public Float | $5,299,200 | |
Entity Common Stock, Shares Outstanding | 123,140,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Current Assets | ||
Cash | $104 | |
Total Current Assets | 104 | |
Total Assets | 0 | 104 |
Current liabilities | ||
Accounts payable and accrued liabilities | 8,038 | 8,902 |
Due to related parties | 174,635 | 28,298 |
Loan payable to related party | 10,000 | |
Total Current Liabilities | 192,673 | 37,200 |
Total Liabilities | 192,673 | 37,200 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: none | ||
Common Stock Authorized: 500,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 119,140,000 and 118,140,000 common shares, respectively | 119,140 | 118,140 |
Additional Paid-In Capital | 75,258 | -47,040 |
Accumulated Deficit | -387,071 | -108,196 |
Total Stockholders' Deficit | -192,673 | -37,096 |
Total Liabilities and Stockholders' Deficit | $0 | $104 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares issued | 119,140,000 | 118,140,000 |
Common stock, shares outstanding | 119,140,000 | 118,140,000 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |||
Nov. 30, 2014 | Nov. 30, 2013 | |||
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Depreciation | 475 | |||
General and administrative | 54,903 | 35,515 | ||
Management fees | 6,000 | |||
Option expense on proposed property acquisition – related party | 28,000 | |||
Total Operating Expenses | 88,903 | 35,990 | ||
Operating Loss | -88,903 | -35,990 | ||
Other Income (Expense) | ||||
Impairment of loan receivable | 189,972 | |||
Loss before taxes | -278,875 | -35,990 | ||
Provision for income taxes | ||||
Net Loss | ($278,875) | ($35,990) | ||
Net Loss per Share - Basic and Diluted | $0 | [1] | $0 | [1] |
Weighted Average Shares Outstanding - Basic and Diluted | 118,386,575 | 118,140,000 | ||
[1] | 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 | ||||
Proceeds from sale of common stock, shares | [1] | 1,000,000 | ||||
Proceeds from sale of common stock, value | 1,000 | 99,000 | 100,000 | |||
Net loss for the year | -278,875 | -278,875 | ||||
Balance, amount at Nov. 30, 2014 | $119,140 | $75,258 | ($387,071) | ($192,673) | ||
Balance, shares at Nov. 30, 2014 | 119,140,000 | [1] | 119,140,000 | |||
[1] | The Company completed a forward split of stock 20:1 on September 17, 2014 that has been retroactively reflected in these financial statements. |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Operating Activities | ||
Net loss for the year | ($278,875) | ($35,990) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 475 | |
Impairment of promissory note receivable | 189,972 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | -864 | 3,991 |
Due to related party | 6,724 | |
Net Cash Used In Operating Activities | -89,767 | -24,800 |
Investing Activities | ||
Loan receivable | 189,972 | |
Net Cash Used In Investing Activities | -189,972 | |
Financing Activities | ||
Proceeds from related party | 174,635 | |
Proceeds from loan payable - related party | 10,000 | |
Repayment of due to related party | 5,000 | |
Proceeds from issuance of common stock | 100,000 | |
Net Cash Provided By Financing Activities | 279,635 | |
Decrease in Cash | -104 | -24,800 |
Cash - Beginning of Period | 104 | 24,904 |
Cash - End of Period | 104 | |
Non-cash Investing and Financing Activities | ||
Forgiveness of related party debt | 23,298 | |
Supplemental Disclosures | ||
Interest paid | ||
Income tax paid |
Organization_And_Nature_Of_Ope
Organization And Nature Of Operations | 12 Months Ended | ||
Nov. 30, 2014 | |||
Organization And Nature Of Operations | |||
Organization and Nature of Operations | 1 | Organization and Nature of Operations | |
GALA Global Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on March 15, 2010 (Inception). The Company was formed to provide 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, has expanded into the Hemp and Cannabidiol (“CBD”) industry. The expansion is focusing on the development, research, and commercialization of products derived from the Hemp and Cannabis Plant. GALA Global, Inc. currently markets a new CBD flavored Thin-film strip. The film strip delivery system uses a dissolving film strip that is absorbed in the mouth. The film-strip method is an advanced method of providing CBD for dietary supplement. GALA also is seeking acquisition candidates in this area of interest in the nutraceutical and pharmaceutical industries.The Company also plans to enter into the medical marijuana cultivation industry as approved in the United States and Canada to build legalized cultivation operations | |||
GALA Global, Inc.’s 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 September 2014, CVI entered into a promissory note agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to finance a potential cultivation project. CVI has advanced funds of $189,972 to GFI under the promissory note, which is unsecured, bears interest at 5% per annum, and was due on December 31, 2014. As GFI was delinquent in performing certain obligations under the terms of the promissory note and our ability to recover this advance is currently uncertain, we have a provided in full against the value of this promissory note and recognized an impairment expense of $189,972 effective December 31, 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 received by CVI (Canada) in February 6, 2015. We responded on February 26, 2015 and Health Canada acknowledged receipt on February 27, 2015. | |||
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 had been extended on a month to month basis and as of February 2015, the Company continues to pay the property owner a reduced nonrefundable payment of $2,500 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
Going Concern | 12 Months Ended | ||
Nov. 30, 2014 | |||
Going Concern | |||
Going Concern | 2 | 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 November 30, 2014, the Company has not earned any revenue, has a working capital deficit of $192,673, and an accumulated deficit of $387,071. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to successfully implement its business plan and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s 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 | 12 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | |||
3 | Summary of Significant Accounting Policies | ||
a) | Basis of Presentation | ||
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 | |||
b) | Principles of Consolidation | ||
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. | |||
c) | 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 regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and investments, and deferred income tax asset valuation allowances. 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. | |||
d) | 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 November 30, 2014 and 2013, there were no cash equivalents. | |||
e) | 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. | |||
f) | Financial Instruments | ||
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||
Level 1 | |||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||
Level 2 | |||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||
Level 3 | |||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |||
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||
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 $nil during the years ended November 30, 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. As at November 30, 2014 and 2013, the Company did not grant any stock options. | |||
l) | Comprehensive Loss | ||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2014 and 2013, the Company has no items representing comprehensive income or loss. | |||
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. As at November 30, 2014 and 2013, the Company has no potentially dilutive common shares. | |||
n) | Recent Accounting Pronouncements | ||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||
Nov. 30, 2014 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions | 4 | Related Party Transactions | |
a) | During the year ended November 30, 2014, the Company incurred $6,000 (2013 - $nil) in management fees to the former President and Director of the Company. | ||
During the year ended November 30, 2014, the former President and Director of the Company forgave all amounts outstanding totaling $23,298 which was recorded in additional paid-in capital. As at November 30, 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 year ended November 30, 2014, the Company received advances of $174,635 (2013 - $nil) from a shareholder of the Company to fund payment of operating expenditures and advanced to GFI under a promissory note receivebale. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
c) | During the year ended November 30, 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 year ended November 30, 2014, the Company incurred option expenses of $28,000 (2013 - $nil) under the term of a contract to purchase property in Vancouver, Canada to a director of CVI. | |||
Promissory_Note_Receivable
Promissory Note Receivable | 12 Months Ended | ||
Nov. 30, 2014 | |||
Promissory Note Receivable | |||
Promissory Note Receivable | |||
5 | Promissory Note Receivable | ||
On September 30, 2014, Cannabis Ventures Inc. (USA), a wholly-owned subsidiary of the Company entered into a promissory note agreement with Anthony McDonald (“McDonald”) and Globe Farmacy Inc. (“GFI”), an Arizona non-profit corporation, for $189,972. | |||
The amounts owing are unsecured, bears interest at 5% per annum, and is due on December 31, 2014. As of November 30, 2014, the amount receivable was deemed to be uncollectible and a full impairment charge on the loan receivable has been made by the Company. |
Loan_Payable_Related_Party
Loan Payable - Related Party | 12 Months Ended | ||
Nov. 30, 2014 | |||
Loan Payable - Related Party | |||
Loan Payable - Related Party | 6 | 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. |
Common_Stock
Common Stock | 12 Months Ended | ||
Nov. 30, 2014 | |||
DisclosureCommonStockAbstract | |||
Common Stock | 7 | Common Shares | |
(a) | 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. | ||
(b) | On September 2, 2014, the Company issued 1,000,000 shares of common stock at $0.10 per common share for gross proceeds of $100,000. | ||
(c) | On September 17, 2014, the Company effected a 20:1 forward stock split of the Company’s common stock, thereby increasing the number of the Company’s outstanding common shares from 5,907,000 to 118,140,000 shares of common stock. |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended | ||
Nov. 30, 2014 | |||
Commitments And Contingencies | |||
Commitments and Contingencies | 8 | 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 received by CVI (Canada) on February 6, 2015 and we will be responding before February 27, 2015 and 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 | |||
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. As of February 2015, the monthly payment was reduced to $2,500. 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. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Taxes | |||||||||
Income Taxes | 9 | Income Taxes | |||||||
The Company has $387,071 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at November 30, 2014, the Company had no uncertain tax positions. | |||||||||
November 30, | November 30, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss before taxes | (278,875 | ) | (35,990 | ) | |||||
Statutory rate | 34 | % | 34 | % | |||||
Computed expected tax recovery | 94,818 | 12,237 | |||||||
Valuation allowance | (94,818 | ) | (12,237 | ) | |||||
Income tax provision | — | — | |||||||
The significant components of deferred income tax assets and liabilities at November 30, 2014 and 2013 are as follows: | |||||||||
November 30, | November 30, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net operating loss carried forward | 131,605 | 36,787 | |||||||
Valuation allowance | (131,605 | ) | (36,787 | ) | |||||
Net deferred income tax asset | — | — |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Nov. 30, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 10 | Subsequent Events | |
a) | On December 2, 2014, the Company entered into a marketing agreement for advertising services. The Company has agreed to issue 1,500,000 shares of common stock to the consultant as compensation for a six-month term. The agreement may be terminated by either party at the end of any month during the term of the agreement. | ||
b) | On December 16, 2014, the Company entered into a consulting agreement with a consultant who is to become a director of the Company. The Company has agreed to issue 500,000 shares of common stock to the consultant as compensation. The agreement commences upon the date of the agreement, and continues until the Consultant resigns or upon mutual agreement with the Company to terminate such agreement. | ||
c) | On January 9, 2015, the Company and its board of directors authorized a new class of equity instruments – Series A Preferred Stock, subject to authorized capital of 500,000 shares with a par value of $0.001 per share. As of the date of filing, no Series A Preferred Stock have been issued. . |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | a) | Basis of Presentation | |
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 | |||
Principles of Consolidation | b) | Principles of Consolidation | |
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 | c) | 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 regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and investments, and deferred income tax asset valuation allowances. 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. | |||
Cash and Cash Equivalents | d) | Cash and Cash Equivalents | |
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 November 30, 2014 and 2013, there were no cash equivalents. | |||
Development Stage Company | e) | 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. | |||
Financial Instruments | f) | Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||
Level 1 | |||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||
Level 2 | |||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||
Level 3 | |||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |||
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||
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 $nil during the years ended November 30, 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. As at November 30, 2014 and 2013, the Company did not grant any stock options. | |||
Comprehensive Loss | l) | Comprehensive Loss | |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2014 and 2013, the Company has no items representing comprehensive income or loss. | |||
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. As at November 30, 2014 and 2013, the Company has no potentially dilutive common shares. | |||
Recent Accounting Pronouncements | n) | Recent Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Taxes Tables | |||||||||
Schedule of Income Tax Provision | As at November 30, 2014, the Company had no uncertain tax positions. | ||||||||
November 30, | November 30, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss before taxes | (278,875 | ) | (35,990 | ) | |||||
Statutory rate | 34 | % | 34 | % | |||||
Computed expected tax recovery | 94,818 | 12,237 | |||||||
Valuation allowance | (94,818 | ) | (12,237 | ) | |||||
Income tax provision | — | — | |||||||
Schedule of Deferred Income Tax Assets | The significant components of deferred income tax assets and liabilities at November 30, 2014 and 2013 are as follows: | ||||||||
November 30, | November 30, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net operating loss carried forward | 131,605 | 36,787 | |||||||
Valuation allowance | (131,605 | ) | (36,787 | ) | |||||
Net deferred income tax asset | — | — |
Income_Taxes_Schedule_of_Incom
Income Taxes (Schedule of Income Tax Provision) (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Income Taxes Schedule Of Income Tax Provision Details | ||
Net loss before taxes | ($278,875) | ($35,990) |
Statutory rate | 34.00% | 34.00% |
Computed expected tax recovery | 94,818 | 12,237 |
Valuation allowance | -94,818 | -12,237 |
Income tax provision |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Income Tax Assets) (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Income Taxes Schedule Of Deferred Income Tax Assets Details | ||
Net operating loss carried forward | $131,605 | $36,787 |
Valuation allowance | 131,605 | 36,787 |
Net deferred income tax asset |
Organisation_And_Nature_Of_Ope
Organisation And Nature Of Operations (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | 19-May-14 | |
Proceeds from receivable | $189,972 | |||
Impairment expense | 189,972 | |||
Cannabis Ventures Inc. USA | CVI USA, Issued Promissory Notes To Globe Farmacy Inc. | ||||
Proceeds from receivable | 189,972 | |||
Promissory note interest rate | 5.00% | |||
Impairment expense | $189,972 | |||
Common Stock | ||||
IDG Ventures Ltd, sold shares to Messrs Hass, Lefevre and Naccarato | 3,547,000 | |||
Percentage of shares transfered | 60.04% |
Going_Concern_Narrative_Detail
Going Concern (Narrative) (Details) (USD $) | Nov. 30, 2014 |
Going Concern Narrative Details | |
Working capital deficit | $192,673 |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Accounting Costs) (Narrative) (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Summary Of Significant Accounting Policies Accounting Costs Narrative Details | ||
Advertising Costs | $0 | $0 |
Related_Party_Transation_Narra
Related Party Transation (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
Related Party Transaction [Line Items] | |||
Management Fees | $6,000 | ||
Forgiveness of related party debt | 23,298 | ||
Due to related parties | 28,298 | 174,635 | 28,298 |
Advance received from a shareholder | 174,635 | ||
Option expense on proposed property acquisition b related party | 28,000 | ||
Mr. Robert Frei (Former President And Director) | |||
Related Party Transaction [Line Items] | |||
Management Fees | 6,000 | ||
Due to related parties | 28,298 | 28,298 | |
Debt instrument terms | The amounts owing were unsecured, non-interest bearing, and due on demand. | ||
Mr. Robert Frei (Former President And Director) | Additional Paid-In Capital | |||
Related Party Transaction [Line Items] | |||
Forgiveness of related party debt | 23,298 | ||
Shareholder | |||
Related Party Transaction [Line Items] | |||
Advance received from a shareholder | 174,635 | ||
Debt instrument terms | The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
Director of CVI | Cannabis Ventures Inc. Canada | |||
Related Party Transaction [Line Items] | |||
Option expense on proposed property acquisition b related party | $28,000 |
Loan_Payable_Related_Party_Nar
Loan Payable - Related Party (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Nov. 30, 2014 | Mar. 20, 2014 | Nov. 30, 2013 | |
Short-term Debt [Line Items] | |||
Loan payable to related party | 10,000 | ||
Shareholder | |||
Short-term Debt [Line Items] | |||
Loan descriptions | The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
CVI USA, Issued Promissory Notes To Globe Farmacy Inc. | Shareholder | |||
Short-term Debt [Line Items] | |||
Loan payable to related party | $10,000 | ||
Loan descriptions | Under the terms of the note, the amount is unsecured, non-interest bearing, and due on demand. |
Common_Shares_Narrative_Detail
Common Shares (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
Nov. 30, 2014 | Nov. 30, 2013 | Sep. 17, 2014 | Sep. 02, 2014 | Aug. 27, 2014 | Nov. 30, 2012 | ||||||
Proceeds from issuance of common stock | $100,000 | ||||||||||
Common stock outstanding before stock split | 119,140,000 | 118,140,000 | |||||||||
Common Stock | |||||||||||
Increase in authorised shares of common stock | 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. | ||||||||||
Shares issued during the period for cash | 1,000,000 | [1] | 1,000,000 | ||||||||
Proceeds from issuance of common stock | $100,000 | ||||||||||
Equity issuance price | $0.10 | ||||||||||
Forwards stock split | 20:01 | ||||||||||
Common stock change | 118,140,000 | ||||||||||
Common stock outstanding before stock split | 119,140,000 | [1] | 118,140,000 | [1] | 5,807,000 | 118,140,000 | [1] | ||||
[1] | The Company completed a forward split of stock 20:1 on September 17, 2014 that has been retroactively reflected in these financial statements. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Income Taxes Narrative Details | |
Net operating loss carryforward | $387,071 |
Operating loss carryforward limitations on use | Expire commencing in fiscal 2030 |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (Cannabis Ventures Inc. Canada, Property Acquisition Contract, USD $) | 1 Months Ended | |
31-May-14 | Feb. 28, 2015 | |
Other Commitments [Line Items] | ||
Payments to acquire property | $600,000 | |
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. | |
General and Administrative Expense | ||
Other Commitments [Line Items] | ||
Monthly payments to property owner | 4,000 | |
General and Administrative Expense | Subsequent Event | ||
Other Commitments [Line Items] | ||
Monthly payments to property owner | $2,500 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 0 Months Ended | ||||
Dec. 02, 2014 | Dec. 16, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | Jan. 09, 2015 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value per share | $0.00 | $0.00 | |||
Subsequent Event | Series A Preferred Stock | |||||
Preferred stock, shares authorized | 500,000 | ||||
Preferred stock, par value per share | $0.00 | ||||
Subsequent Event | Common Stock | Consultant for marketing agreement for advertising services | |||||
Shares issued during the period for services | 1,500,000 | ||||
Subsequent Event | Common Stock | Consultant - Consulting agreement with a consultant who is to become a director of the Company | |||||
Shares issued during the period for services | 500,000 |