Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
May. 31, 2015 | Jul. 27, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Gala Global Inc. | |
Entity Central Index Key | 1,513,403 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
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 | 129,915,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | May. 31, 2015 | Nov. 30, 2014 |
Current Assets | ||
Prepaid expense | $ 125,500 | |
Inventory Deposits | $ 5,000 | |
Other receivable, net of allowance of $189,973 | ||
Total Current Assets | $ 130,500 | |
Intangible asset | 63,750 | |
Total Assets | 194,250 | $ 0 |
Current liabilities | ||
Accounts payable and accrued liabilities | 48,960 | 8,038 |
Due to related parties | 244,324 | 174,635 |
Loan payable to related party | 10,000 | 10,000 |
Total Current Liabilities | 303,284 | 192,673 |
Total Liabilities | $ 303,284 | $ 192,673 |
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: 126,515,000 (unaudited) and 119,140,000 common shares as of May 31, 2015 and November 30, 2014 respectively. | $ 126,515 | $ 119,140 |
Additional Paid-In Capital | 396,583 | $ 75,258 |
Shares issuable 3,400,000 common shares (unaudited) and nil common shares as of May 31, 2015 and November 30, 2014, respectively. | 111,000 | |
Accumulated Deficit | (743,132) | $ (387,071) |
Total Stockholders' Deficit | (109,034) | (192,673) |
Total Liabilities and Stockholders' Deficit | $ 194,250 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | May. 31, 2015 | Nov. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 126,515,000 | 119,140,000 |
Common stock, shares outstanding | 126,515,000 | 119,140,000 |
Other receivables net of allowances | $ 189,973 | |
Common shares issuable | 3,400,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | ||
Income Statement [Abstract] | |||||
Revenues | |||||
Operating Expenses | |||||
Bad debt | $ 7,182 | $ 7,182 | |||
Consulting expense - related party | 12,500 | 51,950 | |||
Consulting expense (write back) | (17,500) | 170,500 | |||
General and administrative | 36,166 | $ 2,100 | 35,429 | $ 7,562 | |
General and administrative - related party | $ 22,500 | $ 45,000 | |||
Management fees | $ 3,000 | $ 6,000 | |||
Option expense on proposed property acquisition - related party | $ 35,500 | $ 46,000 | |||
Total Operating Expenses | 96,348 | $ 5,100 | 356,061 | $ 13,562 | |
Net Loss | $ (96,348) | $ (5,100) | $ (356,061) | $ (13,562) | |
Net Loss per Share - Basic and Diluted | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Shares Outstanding - Basic and Diluted | 124,205,860 | 118,140,000 | 122,189,180 | 118,140,000 | |
[1] | Denotes a loss of less than $(0.01). |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Changes In Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital | Shares Issuable | Accumulated Deficit | Total |
Balance, shares at Nov. 30, 2013 | 118,140,000 | ||||
Balance, value at Nov. 30, 2013 | $ 118,140 | $ (47,040) | $ (108,196) | $ (37,096) | |
Forgiveness of related party debt | 23,298 | 23,298 | |||
Proceeds from sale of common stock, shares | 1,000,000 | ||||
Proceeds from sale of common stock, value | $ 1,000 | $ 99,000 | 100,000 | ||
Net loss for the period | $ (278,875) | $ (278,875) | |||
Balance, shares at Nov. 30, 2014 | 119,140,000 | 119,140,000 | |||
Balance, value at Nov. 30, 2014 | $ 119,140 | $ 75,258 | $ (387,071) | $ (192,673) | |
Shares issued for consulting services, shares | 3,500,000 | ||||
Shares issued for consulting services, value | $ 3,500 | 184,500 | 188,000 | ||
Shares issued for consulting services - related party, shares | 1,750,000 | ||||
Shares issued for consulting services - related party, value | $ 1,750 | 75,200 | 76,950 | ||
Shares issued for intangible asset - related party, shares | 2,125,000 | ||||
Shares issued for intangible asset - related party, value | $ 2,125 | $ 61,625 | 63,750 | ||
Shares issuable for consulting services, shares | 2,000,000 | ||||
Shares issuable for consulting services, value | $ 83,000 | 83,000 | |||
Shares issuable for extension of property option, shares | 1,400,000 | ||||
Shares issuable for extension of property option, value | $ 28,000 | 28,000 | |||
Net loss for the period | $ (356,061) | $ (356,061) | |||
Balance, shares at May. 31, 2015 | 126,515,000 | 3,400,000 | 126,515,000 | ||
Balance, value at May. 31, 2015 | $ 126,515 | $ 396,583 | $ 111,000 | $ (743,132) | $ (109,034) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Nov. 30, 2014 | ||
Operating Activities | ||||||
Net loss for the period | $ (96,348) | $ (5,100) | $ (356,061) | $ (13,562) | $ (278,875) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Bad debt provision | $ 7,182 | 7,182 | ||||
Shares issuable for consulting services | 83,000 | |||||
Shares issuable for extension of property option - related party | 28,000 | |||||
Shares issued for consulting services | 188,000 | |||||
Shares issued for consulting services - related party | 76,950 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts payable and accrued liabilities | 40,922 | $ (5,675) | ||||
Prepaid expense | 125,500 | |||||
Inventory deposit | $ (5,000) | |||||
Due to related party | $ (5,000) | |||||
Net Cash Used In Operating Activities | $ (62,507) | $ (24,237) | ||||
Investing Activities | ||||||
Advances under note receivable | 12,467 | |||||
Repayment of note receivable | 5,285 | |||||
Net Cash Used In Investing Activities | $ (7,182) | |||||
Financing Activities | ||||||
Proceeds from loan payable - related party | $ 10,000 | |||||
Due to related party ** | [1] | $ 69,689 | 14,133 | |||
Net Cash Provided By Financing Activities | $ 69,689 | 24,133 | ||||
Decrease in Cash | (104) | |||||
Cash - Beginning of Period | $ 104 | $ 104 | ||||
Cash - End of Period | ||||||
Non-cash Investing and Financing Activities: | ||||||
Shares issued for intangible assets | $ 63,750 | |||||
Supplemental Disclosures | ||||||
Interest paid | ||||||
Income tax paid | ||||||
[1] | All expenses were paid on the Companys behalf from funds loaned by a related party. |
Organization And Nature Of Oper
Organization And Nature Of Operations | 6 Months Ended |
May. 31, 2015 | |
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 Companys then controlling shareholder, sold all of its 3,547,000 shares of the Companys 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 continuing with its initial business plan to distribute 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 is Gala Global, Inc.s services include the development of cannabinoid based health and wellness products; the management and consulting of licensed marijuana cultivation facilities 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. CVI is still pursuing a resolution as of May 31, 2015. 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 Companys 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). 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 May 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. On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock with a fair value of $28,000 non-refundable consideration to extend the purchase option on the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner. Refer to Note 8(b). 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 May 11, 2015. We responded on May 28, 2015 and Health Canada acknowledged receipt on May 29, 2015. 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 May 31, 2015, the Company has not earned revenue, has a working capital deficit of $172,784, and an accumulated deficit of $743,132. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Companys future operations. These factors raise substantial doubt regarding the Companys 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 Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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 Companys fiscal year end is November 30. b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its three wholly owned subsidiaries, Nevada incorporated Cannabis Ventures Inc. (USA), Vancouver, British Columbia incorporated Cannabis Ventures Inc. (Canada), California incorporated CBD Life, Inc, 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) 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 managements 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 six months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ended November 30, 2015. 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, 2014 included in our Form 10-K filed with the SEC. 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 Companys 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) 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 May 31, 2015 and November 30, 2014, there were no cash equivalents. g) 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. h) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures 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 Companys 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 carrying values of the Companys financial instruments approximate their current fair values because of their nature and the short term maturity dates or durations of these instruments. i) Long-Lived Assets In accordance with ASC 360 , j) Advertising Costs The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $nil during the three and six month periods ended May 31, 2015 and 2014. k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation m) Foreign Currency Translation The Companys functional and reporting currency is the U.S. dollar. Monetary assets and liabilities of integrated operations and other monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The result exchange gains or losses are recognized our statements of operations. n) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share o) 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. |
Intangible Assets
Intangible Assets | 6 Months Ended |
May. 31, 2014 | |
Intangible Assets | |
Intangible Assets | 3. Intangible Asset In April 2015, the Company incurred costs relating to the commencement of a patent application process for a fair value of $63,750. Refer to Note 6(d). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions a) During the three and six months ended May 31, 2015, the Company received advances of $18,555 (May 31, 2014 - $nil) and $69,689 (May 31, 2014 - $14,133) from a shareholder of the Company to fund payment of operating expenditures. The amounts owing are unsecured, non-interest bearing, and due on demand. b) On May 19, 2015, the Company issued 1,250,000 (May 31, 2014 - nil) shares to the President of the Company with a fair value of $37,500 (May 31, 2014 - $nil) for consulting services. Refer to Note 6(e). c) On March 29, 2015, the Company entered into a consulting agreement with the President of the Company. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the President of the Company every six months as compensation. Either party may terminate the agreement by providing written thirty days notice. d) 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 Companys 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 and six months ended May 31, 2015, the Company paid $7,500 (May 31, 2014 - $nil) and 18,000 (May 31, 2014 - $nil) under the term of a contract to purchase property in Vancouver, Canada to a director of CVI. On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of a non-refundable deposit towards the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner. Refer to Note 8(b). e) 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. f) On December 16, 2014, the Company issued 500,000 common shares to a director of the Company for consulting services. Refer to Note 6(c). Mr. Frank resigned as a director of the Company. g) On April 23, 2015, the Company issued 2,125,000 to a director of the Company for consulting fees. Refer to Note 6(d). Mr. Anderson has resigned as a director. The shares were issued for continuing consulting services to be performed. |
Loan Receivable
Loan Receivable | 6 Months Ended |
May. 31, 2015 | |
Loan Receivable | |
Loan Receivable | 5. Loan Receivable a) 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. b) On January 26, 2015, the Company entered into a promissory note agreement with Holy Smokes, LLC for $12,467 to assist Holy Smokes, LLC in completing its agreement to sell 50% of equity with Gala Global, LLC. The amounts owing are unsecured, bears interest at 10% per annum, and is due upon the closing of escrow in conjunction with borrowers transactions with Gala Global, LLC. During the period ended May 31, 2015, the Company received a repayment of $5,385 and deemed the remaining balance to be uncollectible. In May 2015, The Company recognized an impairment charge of $7,182 on the loan receivable for uncollectible principal and interest. |
Common Shares
Common Shares | 6 Months Ended |
May. 31, 2015 | |
Common Shares | |
Common Shares | 6. Common Shares a) On January 6, 2015, the Company issued 1,500,000 shares of common stock with a fair value of $105,000 for advertising consulting services for a six month term. The fair value of the shares of common stock was calculated based on the closing price of the Companys common shares on the date of the agreement. b) On January 15, 2015, the Company issued 2,000,000 shares of common stock with a fair value of $83,000 as partial compensation for business development consulting services. The agreement is effective until October 31, 2015. The fair value of the shares of common stock was calculated based on the closing price of the Companys common shares on the date of the agreement. As of May 31, 2015, 2,000,000 shares of common stock with a fair value of $83,000 remain as shares issuable to the consultant as compensation. c) On January 22, 2015, the Company issued 500,000 shares of common stock with a fair value of $39,450 to a former Director for marketing consulting services. During the period ended May 31, 2015, the Director had resigned from the Company and the agreement has been mutually terminated. The fair value of the shares of common stock was calculated based on the closing price of the Companys common shares on the date of the agreement. d) On April 23, 2015, the Company issued 2,125,000 shares of common stock with a fair value of $63,750 to a former Director for consulting services relating to patent applications. The agreement is effective until the completion of the initial filing for the patent related to the Cannabidiol Thin Film Strip. The fair value of the shares of common stock was calculated based on the closing price of the Companys common shares on the date of the agreement. Refer to Note 7(d). e) On May 9, 2015, the Company entered into an addendum pursuant to a contract to acquire certain property in Vancouver, Canada. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of a non-refundable payment to further extend the Companys option to acquire the property. As at May 31, 2015, 1,400,000 common shares with a fair value of $28,000 are issuable to the property owner. Refer to Note 7(a). f) On May 19, 2015, the Company issued 1,250,000 shares of common stock with a fair value of $37,500 to the President of the Company for general consulting services and as part of his March 29, 2015 contract. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the President every six months as compensation. Either party may terminate the agreement by providing written thirty days notice. The fair value of the shares of common stock was calculated based on the closing price of the Companys common shares on the date of the agreement. Refer to Note 7(c). |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
May. 31, 2015 | |
Commitments And Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies a) In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (the Contract). It is the Companys 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 (Marijuana 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 has now been extended on a month to month basis and the Company continues to pay the property owner a 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. On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of non-refundable consideration to extend the option to acquire the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner. Refer to Note 8(b). b) On January 13, 2015, the Company entered into a consulting agreement with Dignitas Consulting LLC (Dignitas). Pursuant to the agreement, Dignitas Consulting, LLC is to provide the Company with consulting services regarding business development, acquisition strategies, and investor relations. The consultant is to be compensated through the issuance of the Companys shares as follows: · 2,000,000 of the Companys common stock issued on or about by January 15, 2014 (issued) · 2,000,000 of the Companys common stock issued on or about by May 5, 2015. The agreement shall be effective during the period January 13, 2015 to October 31, 2015. On May 5, 2015, the 2,000,000 shares issuable to Dignitas has not been issued pending completion of consulting services by Dignitas to the Company. c) On March 29, 2015, the Company entered into a consulting agreement with the President of the Company. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the President of the Company every six months as compensation. Either party may terminate the agreement by providing written thirty days notice. d) On April 23, 2015, the Company entered into a consulting agreement with a consultant for the completion of a patent application. Either party may terminate the agreement by providing written thirty days notice. The Consultant shall receive the following as compensation: · 2,125,000 common stock upon execution of the agreement (issued) · 2,125,000 common stock upon filing of the first US patent application |
Subsequent Events
Subsequent Events | 6 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events a) On June 15, 2015, the Company entered into a consulting agreement with a director of the Company for services relating to the formation and development of business contacts. The Company is to issue 1,250,000 shares of common stock to the consultant as part of compensation. 625,000 shares of common stock are to be issued upon execution of the agreement, and 625,000 shares of common stock are to be issued six months from the date of the agreement. b) On June 16, 2015, the Company issued 1,400,000 shares of common stock pursuant to the contract dated in May of 2014 to acquire certain property in Vancouver, Canada. Refer to Note 7(a). In accordance with ASC 855-10, the Company has analyzed its operations subsequent to May 31, 2015 to the date these condensed consolidated 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 Accoun15
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
May. 31, 2015 | |
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 Companys fiscal year end is November 30. |
Principles of Consolidation | b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its three wholly owned subsidiaries, Nevada incorporated Cannabis Ventures Inc. (USA), Vancouver, British Columbia incorporated Cannabis Ventures Inc. (Canada), California incorporated CBD Life, Inc, 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 Companys 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 | d) 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 managements 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 six months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ended November 30, 2015. 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, 2014 included in our Form 10-K filed with the SEC. |
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 Companys 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 | f) 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 May 31, 2015 and November 30, 2014, there were no cash equivalents. |
Revenue Recognition | g) 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. |
Financial Instruments | h) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures 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 Companys 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 carrying values of the Companys financial instruments approximate their current fair values because of their nature and the short term maturity dates or durations of these instruments. |
Long-Lived Assets | i) Long-Lived Assets In accordance with ASC 360 , |
Advertising Costs | j) Advertising Costs The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $nil during the three and six month periods ended May 31, 2015 and 2014. |
Income Taxes | k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes |
Stock-Based Compensation | l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation |
Foreign Currency Translation | m) Foreign Currency Translation The Companys functional and reporting currency is the U.S. dollar. Monetary assets and liabilities of integrated operations and other monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The result exchange gains or losses are recognized our statements of operations. |
Basic and Diluted Net Loss Per Share | n) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
Recent Accounting Pronouncements | o) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Organization And Nature Of Op16
Organization And Nature Of Operations (Narrative) (Details) - USD ($) | May. 09, 2015 | Jun. 26, 2014 | May. 19, 2014 | Sep. 30, 2014 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Advances under loan receivable | $ 12,467 | ||||||
Working capital deficit | $ 172,784 | ||||||
Cannabis Ventures Inc, USA And Cannabis Ventures Inc, Canada | |||||||
Ownership interest acquired | 100.00% | ||||||
Cannabis Ventures Inc. USA | CVI USA, Issued Promissory Notes To Anthony McDonald And Globe Farmacy Inc. | |||||||
Advances under loan receivable | $ 189,972 | ||||||
Promissory note receivable interest rate | 5.00% | ||||||
Impairment expense | $ 189,972 | ||||||
Promissory note receivable due date | Dec. 31, 2014 | ||||||
Cannabis Ventures Inc, Canada [Member] | Property Acquisition Contract [Member] | Director Of CVI [Member] | |||||||
Contract terms | On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock with a fair value of $28,000 non-refundable consideration to extend the purchase option on the property. | The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada. | |||||
Common Stock [Member] | |||||||
IDG Ventures Ltd, sold shares to Messrs Hass, Lefevre and Naccarato | 3,547,000 | ||||||
Percentage of shares transfered | 60.04% |
Summary Of Significant Accoun17
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Summary Of Significant Accounting Policies Narrative Details | ||||
Advertising costs |
Related Party Transations (Narr
Related Party Transations (Narrative) (Details) - USD ($) | May. 19, 2015 | Apr. 23, 2015 | Mar. 29, 2015 | Dec. 16, 2014 | Mar. 20, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||||||
Advance received from a shareholder | [1] | $ 69,689 | $ 14,133 | |||||||
Shares issued during the period for consulting service, shares | 188,000 | |||||||||
Option expense on proposed property acquisition - related party | $ 35,500 | $ 46,000 | ||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period for consulting service, shares | 3,500,000 | |||||||||
Shares issued during the period for consulting service, shares | $ 3,500 | |||||||||
Shareholder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Advance received from a shareholder | $ 18,555 | $ 69,689 | $ 14,133 | |||||||
Debt instrument terms | The amounts owing are unsecured, non-interest bearing, and due on demand. | The amounts owing are unsecured, non-interest bearing, and due on demand. | The amounts owing are unsecured, non-interest bearing, and due on demand. | The amounts owing are unsecured, non-interest bearing, and due on demand. | ||||||
Shareholder [Member] | Promissory Note Dated March 20, 2014 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument terms | The amount is unsecured, non-interest bearing, and due on demand. | |||||||||
Promissory note face value | $ 10,000 | |||||||||
President [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting agreement terms | Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the President of the Company every six months as compensation. Either party may terminate the agreement by providing written thirty days notice. | |||||||||
President [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period for consulting service, shares | 1,250,000 | |||||||||
Shares issued during the period for consulting service, shares | $ 37,500 | |||||||||
Director Of CVI [Member] | Cannabis Ventures Inc, Canada [Member] | Property Acquisition Contract [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Option expense on proposed property acquisition - related party | $ 7,500 | $ 18,000 | ||||||||
Mr. Frank - Resigned Director [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period for consulting service, shares | 500,000 | |||||||||
Mr. Anderson - Resigned Director [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period for consulting service, shares | 2,125,000 | |||||||||
[1] | All expenses were paid on the Companys behalf from funds loaned by a related party. |
Loan Receivable (Narrative) (De
Loan Receivable (Narrative) (Details) - USD ($) | Jan. 26, 2015 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Impairment charge on loan receivable for uncollectable principal and interest | $ 7,182 | $ 7,182 | |||
Promissory Note Agreement With Holy Smokes, LLC [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Promissory note receivable face amount | $ 12,467 | ||||
Promissory note receivable interest | 10.00% | ||||
Promissory note receivable terms | On January 26, 2015, the Company entered into a promissory note agreement with Holy Smokes, LLC for $12,467 to assist Holy Smokes, LLC in completing its agreement to sell 50% of equity with Gala Global, LLC. The amounts owing are unsecured, bears interest at 10% per annum, and is due upon the closing of escrow in conjunction with borrowers transactions with Gala Global, LLC. | ||||
Repayment of promissory note receivable | 5,385 | ||||
Impairment charge on loan receivable for uncollectable principal and interest | $ 7,182 |
Common Shares (Narrative) (Deta
Common Shares (Narrative) (Details) - USD ($) | Apr. 23, 2015 | Jan. 22, 2015 | Jan. 15, 2015 | Jan. 06, 2015 | May. 31, 2015 | Nov. 30, 2014 |
Shares issued during the period for consulting service, shares | $ 188,000 | |||||
Shares issuable to consultant, shares | 3,400,000 | |||||
Shares issuable to consultant, value | $ 111,000 | |||||
Cannabis Ventures Inc, Canada [Member] | Property Acquisition Contract [Member] | Director Of CVI [Member] | ||||||
Shares issuable to consultant, shares | 1,400,000 | |||||
Shares issuable to consultant, value | $ 28,000 | |||||
Business Development Consultant [Member] | ||||||
Shares issuable to consultant, shares | 2,000,000 | |||||
Shares issuable to consultant, value | $ 83,000 | |||||
Common Stock [Member] | ||||||
Shares issued during the period for consulting service, shares | 3,500,000 | |||||
Shares issued during the period for consulting service, shares | $ 3,500 | |||||
Common Stock [Member] | Advertising Consultant | ||||||
Shares issued during the period for consulting service, shares | 1,500,000 | |||||
Shares issued during the period for consulting service, shares | $ 105,000 | |||||
Common Stock [Member] | Business Development Consultant [Member] | ||||||
Shares issued during the period for consulting service, shares | 2,000,000 | |||||
Shares issued during the period for consulting service, shares | $ 83,000 | |||||
Common Stock [Member] | Former Director For Marketing Consulting Service | ||||||
Shares issued during the period for consulting service, shares | 500,000 | |||||
Shares issued during the period for consulting service, shares | $ 39,450 | |||||
Common Stock [Member] | Former Director For Patent Applications Consulting Service [Member] | ||||||
Shares issued during the period for consulting service, shares | 2,125,000 | |||||
Shares issued during the period for consulting service, shares | $ 63,750 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) | May. 09, 2015 | Apr. 23, 2015 | Jan. 13, 2015 | May. 31, 2014 | Aug. 31, 2014 | May. 31, 2015 |
Consulting Agreement With Dignitas Consulting LLC | ||||||
Other Commitments [Line Items] | ||||||
Consulting agreement terms | On January 13, 2015, the Company entered into a consulting agreement with Dignitas Consulting LLC (Dignitas). Pursuant to the agreement, Dignitas Consulting, LLC is to provide the Company with consulting services regarding business development, acquisition strategies, and investor relations. The consultant is to be compensated through the issuance of the Companys shares as follows: · 2,000,000 of the Companys common stock issued on or about by January 15, 2014 (issued) · 2,000,000 of the Companys common stock issued on or about by May 5, 2015. The agreement shall be effective during the period January 13, 2015 to October 31, 2015. O n May 5, 2015, the 2,000,000 shares issuable to Dignitas has not been issued pending completion of consulting services by Dignitas to the Company. | |||||
Consulting Agreement With Consultant [Member] | ||||||
Other Commitments [Line Items] | ||||||
Consulting agreement terms | On April 23, 2015, the Company entered into a consulting agreement with a consultant for the completion of a patent application. Either party may terminate the agreement by providing written thirty days notice. The Consultant shall receive the following as compensation: · 2,125,000 common stock upon execution of the agreement (issued) · 2,125,000 common stock upon filing of the first US patent application | |||||
Cannabis Ventures Inc, Canada [Member] | Property Acquisition Contract [Member] | Director Of CVI [Member] | ||||||
Other Commitments [Line Items] | ||||||
Payments to acquire property | $ 600,000 | |||||
Contract expiry date | On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock with a fair value of $28,000 non-refundable consideration to extend the purchase option on the property. | 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. | ||||
Monthly payments to property owner | $ 4,000 | $ 2,500 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - shares | Jun. 16, 2015 | Jun. 15, 2015 |
Cannabis Ventures Inc, Canada [Member] | Property Acquisition Contract [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued during the period for acquisition, shares | 1,400,000 | |
Consulting Agreement With A Director [Member] | ||
Subsequent Event [Line Items] | ||
Consulting agreement terms | On June 15, 2015, the Company entered into a consulting agreement with a director of the Company for services relating to the formation and development of business contacts. The Company is to issue 1,250,000 shares of common stock to the consultant as part of compensation. 625,000 shares of common stock are to be issued upon execution of the agreement, and 625,000 shares of common stock are to be issued six months from the date of the agreement. |