Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
May 31, 2016 | Jul. 12, 2016 | |
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, 2016 | |
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 | 136,922,353 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2016 | Nov. 30, 2015 |
Current assets | ||
Cash | $ 2,073 | $ 1,804 |
Inventory | 2,241 | 2,701 |
Inventory deposits | 4,800 | |
Prepaid expenses - related parties | 5,365 | 2,917 |
Total assets | 14,479 | 7,422 |
Current liabilities | ||
Accounts payable and accrued liabilities | 13,446 | 28,050 |
Accounts payable and accrued liabilities - related party | 70,335 | 130,061 |
Due to related parties | 249,335 | 255,295 |
Loan payable | 45,000 | |
Loans payable - related parties | 10,200 | 58,005 |
Total liabilities | 388,316 | 471,411 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock Authorized: 10,000,000 shares with a par value of $0.001 per share Issued and outstanding: 500,000 and nil shares, respectively. | 500 | |
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 136,922,353 and 130,047,353 shares, respectively. | 136,922 | 130,047 |
Additional paid-in capital | 651,183 | 472,501 |
Accumulated Deficit | (1,162,442) | (1,066,537) |
Total stockholders' deficit | (373,837) | (463,989) |
Total liabilities and stockholders' deficit | $ 14,479 | $ 7,422 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2016 | Nov. 30, 2015 |
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 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 136,922,353 | 130,047,353 |
Common stock, shares outstanding | 136,922,353 | 130,047,353 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | ||
Operating expenses | |||||
Bad debt | $ 7,182 | $ 7,182 | |||
Consulting fees | (17,500) | 17,500 | 170,500 | ||
Consulting fees - related party | 8,907 | 12,500 | 15,365 | 51,950 | |
General and administrative | 17,568 | 36,166 | 29,487 | 35,429 | |
General and administrative - related party | 9,000 | 22,500 | 18,000 | 45,000 | |
Option expense on failed property acquisition - related party | 35,500 | 46,000 | |||
Rent | 15,000 | 15,000 | |||
Total operating expenses | 50,475 | 96,348 | 95,352 | 356,061 | |
Loss before other expenses | (50,475) | (96,348) | (95,352) | (356,061) | |
Other income | |||||
Interest expense | 237 | 553 | |||
Net loss | $ (50,712) | $ (96,348) | $ (95,905) | $ (356,061) | |
Net loss per share, basic and diluted | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | 136,922,353 | 124,205,860 | 136,062,978 | 122,189,180 | |
[1] | denotes a loss of less than $(0.01). |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Deficit (Unaudited) - 6 months ended May 31, 2016 - USD ($) | Preferred stock [Member] | Common stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] | Total |
Balance preferred stock, shares at Nov. 30, 2015 | |||||
Balance common stock, shares at Nov. 30, 2015 | 130,047,353 | 130,047,353 | |||
Balance value at Nov. 30, 2015 | $ 130,047 | $ 472,501 | $ (1,066,537) | $ (463,989) | |
Shares issued for consulting services - related party, shares | 4,375,000 | ||||
Shares issued for consulting services - related party, value | $ 4,375 | 66,562 | 70,937 | ||
Shares issued for consulting services, shares | 2,500,000 | ||||
Shares issued for consulting services, value | $ 2,500 | 40,000 | 42,500 | ||
Shares issued for conversion of debt, shares | 500,000 | ||||
Shares issued for conversion of debt, value | $ 500 | 72,120 | 72,620 | ||
Net loss for the period | (95,905) | $ (95,905) | |||
Balance preferred stock, shares at May. 31, 2016 | 500,000 | 500,000 | |||
Balance common stock, shares at May. 31, 2016 | 136,922,353 | 136,922,353 | |||
Balance value at May. 31, 2016 | $ 500 | $ 136,922 | $ 651,183 | $ (1,162,442) | $ (373,837) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Operating activities | ||
Net loss | $ (95,905) | $ (356,061) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt provision | 7,182 | |
Stock-based compensation | 17,500 | 271,000 |
Stock based compensation - related party | 76,950 | |
Shares issued for extension of property option - related party | 28,000 | |
Changes in operating assets and liabilities: | ||
Inventory | (460) | 5,000 |
Inventory deposits | (4,800) | |
Prepaid expenses | 125,500 | |
Prepaid expenses - related party | (15,364) | |
Accounts payable and accrued liabilities | 10,396 | (4,078) |
Accounts payable and accrued liabilities - related party | 18,214 | 45,000 |
Net cash used in operating activities | (38,771) | (62,507) |
Investing activities | ||
Advances under loan receivable | 12,467 | |
Repayment of note receivable | 5,285 | |
Net cash used in investing activities | (7,182) | |
Financing activities | ||
Proceeds from related party debt | 69,689 | |
Repayments to related party debt | 5,960 | |
Proceeds from loan payable | 45,000 | |
Net cash provided by financing activities | 39,040 | 69,689 |
Increase in cash | 269 | |
Cash, beginning of period | 1,804 | |
Cash, end of period | 2,073 | |
Non-cash investing and financing activities: | ||
Common shares issued for consulting services | 17,500 | |
Common shares issued for payment of outstanding payables | 25,000 | |
Common shares issued for intangible assets | 63,750 | |
Preferred shares issued to settle related party payables | 24,603 | |
Preferred shares issued to settle loans payable related party | 47,805 | |
Supplemental disclosures: | ||
Interest paid | ||
Income tax paid |
Organization And Nature Of Oper
Organization And Nature Of Operations | 6 Months Ended |
May 31, 2016 | |
Organization And Nature Of Operations | |
Organization and Nature of Operations | 1 . Organization and Nature of Operations Gala Global Inc. (the Company) was incorporated in the State of Nevada on March 10, 2010. The Company was formed to provide garment tailoring and alteration services. On May 19, 2014, a change in control of the Company occurred when IDG Ventures Ltd. sold all of its 3,547,000 common shares, 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. The Company, 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. The Company currently is finalizing its marketing strategy for 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. The Company 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. The Companys 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. Going Concern These consolidated 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, 2016, the Company has a working capital deficit of $373,837 and an accumulated deficit of $1,162,442. 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 consolidated 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, 2016 | |
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, Cannabis Ventures Inc. (USA), Cannabis Ventures Inc. (Canada), 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, 2016 are not necessarily indicative of the results that may be expected for the year ended November 30, 2016. 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, 2015 included in our Form 10-K filed with the SEC. e) Inventory Inventory is comprised of Vape Mods purchased for resale, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions. 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, 2016 and November 30, 2015, there were no cash equivalents. g) Financial Instruments Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable to related parties, loan payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. h) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes i) Revenue Recognition The Company earns revenue from the sale of Vape Mods, which are modified electronic cigarettes and vape pens. 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) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation k) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share l) Reclassifications Prior year amounts have been reclassified to conform to the current period presentation. There were no changes balance sheet, statement of operations or statement cash flow totals. m) 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 | 6 Months Ended |
May 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related Party Transactions a) During the three and six months ended May 31, 2016, the Company issued 625,000 shares of common stock with a fair value of $10,625 to the Chief Executive Officer of the Company for services as a director of the Company. During the three and six months ended May 31, 2016, the Company incurred consulting services of $5,313 (2015 - $5,833) and $11,771 (2015 - $5,833), respectively. As at May 31, 2016, the Company had a prepaid expense balance of $1,771 (2015 - $2,917) to the Chief Executive Officer of the Company related to these services. b) At February 29, 2016, the Company issued 625,000 common shares with a fair value of $7,187 to the Chief Financial Officer for Chief Financial Officer consulting services. During the three and six months ended May 31, 2016, the Company incurred consulting services of $3,594 (2015 - $nil). As at May 31, 2016, the Company had a prepaid expense balance of $3,594 (2015 - $nil) to the Chief Financial Officer of the Company related to these services. c) As at May 31, 2016, the Company owed $249,335 (2015 - $255,295) to a company controlled by a significant shareholder of the Company to fund payment of operating expenditures. The amount owed is unsecured, non-interest bearing, and due on demand. d) As at May 31, 2016, the Company owed $10,000 (2015 - $10,000) to a company controlled by a significant shareholder of the Company. The amount due is unsecured, non-interest bearing, and due on demand. e) As at May 31, 2016, the Company owed a $200 (2015 - $200) to the Chief Executive Officer of the Company. The amount due is unsecured, bears interest at 1% per annum, and due 180 days from the date of issuance. As at May 31, 2016, accrued interest of $1 (2015 - $nil) has been included in accounts payable and accrued liabilities. f) As at May 31, 2016, the Company owed $nil (2015 - $42,000) to a significant shareholder of the Company. The amount due was unsecured, bore interest at 3% per annum, and was due 180 days from the date of issuance. As at May 31, 2016, accrued interest of $nil (2015 - $435) was included in accounts payable and accrued liabilities. On January 27, 2016, the Company issued 333,334 shares of preferred stock to the loan holder as a part of settling all of the outstanding debt and accrued interest. g) As at May 31, 2016, the Company owed $nil (2015 - $5,000) to a significant shareholder of the Company. The amount due was unsecured, bears interest at 1% per annum, and due 180 days from the date of issuance. As at May 31, 2016, accrued interest of $nil (2015 - $1) has been included in accounts payable and accrued liabilities related party. On January 27, 2016, the Company issued 333,334 shares of preferred stock to the loan holder as a part of settling all of the outstanding debt and accrued interest. h) As at May 31, 2016, the Company owed $nil (2015 - $805) to a significant shareholder of the Company. The amount due is unsecured, bore interest at 1% per annum, and was due 180 days from the date of issuance. On January 27, 2016, the Company issued 333,334 shares of preferred stock to the loan holder as a part of settling all of the outstanding debt and accrued interest. i) As at May 31, 2016, the Company owed $70,333 (2015 - $76,500) to a significant shareholder of the Company, which has been recorded in accounts payable and accrued liabilities related party. The amount is unsecured, non-interest bearing, and due on demand. During the six months ended May 31, 2016, the Company incurred legal fees of $18,000 (2015 - $22,500) to this significant shareholder. On January 27, 2016, the Company issued 166,666 shares of preferred stock to settle outstanding debt owed to the related party of $24,167. |
Loan Payable
Loan Payable | 6 Months Ended |
May 31, 2016 | |
Loan Payable | |
Loan Payable | 4. Loan Payable a) On December 29, 2015, the Company issued a $20,000 promissory note to an unrelated party. Under the terms of the note, the amount due is unsecured, bears interest at 3%, and is due 180 days from the date of issuance. b) On April 19, 2016, the Company issued a $3,000 promissory note to an unrelated party. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 180 days from the date of issuance. c) On April 22, 2016, the Company issued a $22,000 promissory note to an unrelated party. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 180 days from the date of issuance. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
May 31, 2016 | |
Stockholders Equity | |
Stockholders' Equity | 5. Stockholders Equity (a) On December 23, 2015, the Company issued 1,250,000 shares of common stock with a fair value of $25,000 to a consultant pursuant to a consulting agreement dated May 1, 2015. (b) On December 23, 2015, the Company issued 2,500,000 of shares of common stock with a fair value of $39,063 to the Chief Financial Officer and director of the Company pursuant to the agreement dated September 1, 2015. 1,250,000 shares were issued for the consultants services as a director, and 1,250,000 shares for services as the Companys Chief Financial Officer. (c) On December 23, 2015, the Company issued 1,250,000 of shares of common stock with a fair value of $21,250 to the Chief Executive Officer of the Company for the consultants services as a director pursuant to the consulting agreement dated September 1, 2015. (d) On December 23, 2015, the Company issued 625,000 of shares of common stock with a fair value of $10,625 to the Chief Executive Officer of the Company for services as the Companys Chief Executive Officer pursuant to the consulting agreement dated June 29, 2015. (e) On December 23, 2015, the Company issued 1,250,000 of shares of common stock with a fair value of $17,500 to a consultant pursuant to a consulting agreement dated December 14, 2015. (f) On January 27, 2016, the Company issued 500,000 shares of preferred stock to significant shareholders to settle debt of $72,620. Each preferred share is entitled to receive dividends when and if declared by the Companys board of directors, has 500 to 1 voting power and liquidation rights in the amount of the shares; par value in accordance with the Companys certificate of designation. Of the 500,000 shares issued, 166,666 shares were issued to a significant shareholder to settle outstanding payables to a significant shareholder of $24,167, and the remaining 333,334 shares are issued to another significant shareholder to settle debts of $42,638, $5,009, and $806 described at Note 5 for a total of $48,453 in outstanding principal and accrued interest. |
Commitments
Commitments | 6 Months Ended |
May 31, 2016 | |
Commitments | |
Commitments | 6. Commitments a) On May 1, 2015, the Company entered into a consulting agreement for marketing and promotion services. Pursuant to the agreement, the consultant is to be compensated by being issued 1,250,000 shares of common stock on an annual basis until the agreement is cancelled or terminated. Either party may terminate the agreement by providing written thirty days notice. b) On June 29, 2015, the Company entered into a consulting agreement with the Chief Executive Officer of the Company for consulting services relating to the cannabis industry. Pursuant to the agreement, the Company is to issue 625,000 shares of common stock to the consultant upon execution of the agreement (issued) and every six months thereafter as compensation. Either party may terminate the agreement by providing written thirty days notice. c) On September 1, 2015, the Company entered into an agreement with the Chief Executive Officer of the Company for assuming the role as Chief Executive Officer. Pursuant to the agreement, the Company is to issue 1,250,000 shares of common stock to the Chief Executive Officer upon execution and every twelve months thereafter. The agreement shall be terminated upon mutual agreement with the Company and the Chief Executive Officer. d) On September 1, 2015, the Company entered into an agreement with the Chief Financial Officer of the Company. Pursuant to the agreement, the Company is to issue 1,250,000 shares of common stock to the Chief Financial Officer upon execution and every twelve months thereafter as compensation for being the Chief Financial Officer. The Company shall also issue an additional 625,000 shares of common stock to the Chief Financial Officer upon execution and every six months as compensation for being a director. The agreement shall be terminated upon mutual agreement with the Company and the Chief Financial Officer. e) On December 14, 2015, the Company entered into a consulting agreement for marketing and promotion services. Pursuant to the agreement, the consultant is to be compensated by being issued 1,250,000 shares of common stock on an annual basis until the agreement is cancelled or terminated. Either party may terminate the agreement by providing written thirty days notice. |
Subsequent Events
Subsequent Events | 6 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events a) On June 3, 2016, the Company issued a $20,000 promissory note to an unrelated party. Under the terms of the note, the amount due is unsecured, bears interest at 3%, and is due 180 days from the date of issuance. |
Summary Of Significant Accoun14
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
May 31, 2016 | |
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, Cannabis Ventures Inc. (USA), Cannabis Ventures Inc. (Canada), 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, 2016 are not necessarily indicative of the results that may be expected for the year ended November 30, 2016. 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, 2015 included in our Form 10-K filed with the SEC. |
Inventory | e) Inventory Inventory is comprised of Vape Mods purchased for resale, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions. |
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, 2016 and November 30, 2015, there were no cash equivalents. |
Financial Instruments | g) Financial Instruments Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable to related parties, loan payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. |
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 |
Revenue Recognition | i) Revenue Recognition The Company earns revenue from the sale of Vape Mods, which are modified electronic cigarettes and vape pens. 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. |
Stock-Based Compensation | j) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation |
Basic and Diluted Net Loss Per Share | k) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
Reclassifications | l) Reclassifications Prior year amounts have been reclassified to conform to the current period presentation. There were no changes balance sheet, statement of operations or statement cash flow totals. |
Recent Accounting Pronouncements | m) 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 Op15
Organization And Nature Of Operations (Narrative) (Details) - shares | Jun. 26, 2014 | May 19, 2014 |
Cannabis Ventures Inc. USA [Member] | ||
Ownership interest acquired | 100.00% | |
Cannabis Ventures Inc, Canada [Member] | ||
Ownership interest acquired | 100.00% | |
Common stock [Member] | ||
IDG Ventures Ltd, sold shares to Messrs Hass, Lefevre and Naccarato | 3,547,000 | |
Percentage of shares transfered | 60.04% |
Related Party Transations (Narr
Related Party Transations (Narrative) (Details) - USD ($) | Feb. 29, 2016 | May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | Nov. 30, 2015 |
Related Party Transaction [Line Items] | ||||||
Shares issued for services, value | $ 42,500 | |||||
Consulting fees | $ (17,500) | 17,500 | $ 170,500 | |||
Prepaid expenses | 5,365 | 5,365 | $ 2,917 | |||
Due to related parties | 249,335 | $ 249,335 | $ 255,295 | |||
Common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued for services, shares | 2,500,000 | |||||
Shares issued for services, value | $ 2,500 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 5,313 | 5,833 | 11,771 | 5,833 | ||
Prepaid expenses | $ 1,771 | 2,917 | $ 1,771 | 2,917 | ||
Chief Executive Officer [Member] | Common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued for services, shares | 625,000 | 625,000 | ||||
Shares issued for services, value | $ 10,625 | $ 10,625 | ||||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 3,594 | 3,594 | ||||
Prepaid expenses | 3,594 | 3,594 | ||||
Chief Financial Officer [Member] | Common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued for services, shares | 625,000 | |||||
Shares issued for services, value | $ 7,187 | |||||
A Company Controlled By A Significant Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 249,335 | 255,295 | $ 249,335 | $ 255,295 | ||
Debt instrument terms | The amount owing is unsecured, non-interest bearing, and due on demand. | The amount owing is unsecured, non-interest bearing, and due on demand. | ||||
A Company Controlled By A Significant Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 10,000 | 10,000 | $ 10,000 | $ 10,000 | ||
Debt instrument terms | The amount due is unsecured, non-interest bearing, and due on demand. | The amount due is unsecured, non-interest bearing, and due on demand. | ||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 200 | 200 | $ 200 | $ 200 | ||
Debt instrument terms | The amount due is unsecured | The amount due is unsecured | ||||
Debt instrument interest rate | 1.00% | 1.00% | ||||
Debt instrument maturity date terms | Due 180 days from the date of issuance. | Due 180 days from the date of issuance. | ||||
Chief Executive Officer [Member] | Accounts Payable And Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued Interest | $ 1 | $ 1 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details 1) - USD ($) | Jan. 27, 2016 | Jan. 27, 2016 | May 31, 2016 | May 31, 2015 | Nov. 30, 2015 |
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 249,335 | $ 255,295 | |||
Accounts payable and accrued liabilities | 70,335 | $ 130,061 | |||
Stock issued to settle an outstanding debt owed to related parties, value | $ 47,805 | ||||
Preferred stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued to settle an outstanding debt owed to related parties, shares | 500,000 | ||||
A Significant Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 42,000 | ||||
Debt instrument terms | The amount due was unsecured | The amount due was unsecured | |||
Debt instrument interest rate | 3.00% | 3.00% | |||
Debt instrument maturity date terms | Due 180 days from the date of issuance. | Due 180 days from the date of issuance. | |||
A Significant Shareholder [Member] | Preferred stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued to settle an outstanding debt owed to related parties, value | $ 42,638 | ||||
A Significant Shareholder [Member] | Accounts Payable And Accrued Liabilities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued interest | $ 435 | ||||
A Significant Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 5,000 | ||||
Debt instrument terms | The amount due was unsecured | The amount due was unsecured | |||
Debt instrument interest rate | 1.00% | 1.00% | |||
Debt instrument maturity date terms | Due 180 days from the date of issuance. | Due 180 days from the date of issuance. | |||
A Significant Shareholder [Member] | Preferred stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued to settle an outstanding debt owed to related parties, value | 5,009 | ||||
A Significant Shareholder [Member] | Accounts Payable And Accrued Liabilities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued interest | $ 1 | ||||
A Significant Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 805 | ||||
Debt instrument terms | The amount due is unsecured | The amount due is unsecured | |||
Debt instrument interest rate | 1.00% | 1.00% | |||
Debt instrument maturity date terms | Due 180 days from the date of issuance. | Due 180 days from the date of issuance. | |||
A Significant Shareholder [Member] | Preferred stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued to settle an outstanding debt owed to related parties, value | $ 806 | ||||
A Significant Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument terms | The amount is unsecured, non-interest bearing, and due on demand. | The amount is unsecured, non-interest bearing, and due on demand. | |||
Accounts payable and accrued liabilities | $ 70,333 | $ 76,500 | |||
Legal fees | $ 18,000 | $ 22,500 | |||
A Significant Shareholder [Member] | Preferred stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued to settle an outstanding debt owed to related parties, shares | 166,666 | ||||
Stock issued to settle an outstanding debt owed to related parties, value | $ 24,167 |
Loan Payable (Narrative) (Detai
Loan Payable (Narrative) (Details) - USD ($) | Apr. 22, 2016 | Apr. 19, 2016 | Dec. 29, 2015 |
Promissory Note To An Unrelated Party Dated December 29, 2015 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note face value | $ 20,000 | ||
Promissory note interest rate | 3.00% | ||
Promissory note description | Under the terms of the note, the amount due is unsecured | ||
Promissory note maturity date description | Due 180 days from the date of issuance. | ||
Promissory Note To An Unrelated Party Dated April 19, 2016 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note face value | $ 3,000 | ||
Promissory note interest rate | 3.00% | ||
Promissory note description | Under the terms of the note, the amount due is unsecured | ||
Promissory note maturity date description | Due 180 days from the date of issuance. | ||
Promissory Note To An Unrelated Party Dated April 22, 2016 [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note face value | $ 22,000 | ||
Promissory note interest rate | 3.00% | ||
Promissory note description | Under the terms of the note, the amount due is unsecured | ||
Promissory note maturity date description | Due 180 days from the date of issuance. |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Jan. 27, 2016 | Dec. 23, 2015 | May 31, 2016 | May 31, 2015 |
Shares issued for consulting services, value | $ 42,500 | |||
Stock issued to settle an outstanding debt owed to related parties, value | $ 47,805 | |||
Common stock [Member] | ||||
Shares issued for consulting service, shares | 2,500,000 | |||
Shares issued for consulting services, value | $ 2,500 | |||
Stock issued to settle an outstanding debt owed to related parties, shares | ||||
Common stock [Member] | Consulting Agreement For Marketing And Promotion Services Dated May 1, 2015 [Member] | ||||
Shares issued for consulting service, shares | 1,250,000 | |||
Shares issued for consulting services, value | $ 25,000 | |||
Common stock [Member] | Consulting Agreement Dated September 1, 2015 [Member] | Chief Financial Officer And Director [Member] | ||||
Shares issued for consulting service, shares | 2,500,000 | |||
Shares issued for consulting services, value | $ 39,063 | |||
Common stock [Member] | Consulting Agreement Dated September 1, 2015 [Member] | Director [Member] | ||||
Shares issued for consulting service, shares | 1,250,000 | |||
Common stock [Member] | Consulting Agreement Dated September 1, 2015 [Member] | Chief Financial Officer [Member] | ||||
Shares issued for consulting service, shares | 1,250,000 | |||
Common stock [Member] | Consulting Agreement Dated September 1, 2015 [Member] | Chief Executive Officer [Member] | ||||
Shares issued for consulting service, shares | 1,250,000 | |||
Shares issued for consulting services, value | $ 21,250 | |||
Common stock [Member] | Consulting Agreement Dated June 29, 2015 [Member] | Chief Executive Officer [Member] | ||||
Shares issued for consulting service, shares | 625,000 | |||
Shares issued for consulting services, value | $ 10,625 | |||
Common stock [Member] | Consulting Agreement For Marketing And Promotion Services Dated December 14, 2015 [Member] | ||||
Shares issued for consulting service, shares | 1,250,000 | |||
Shares issued for consulting services, value | $ 17,500 | |||
Preferred stock [Member] | ||||
Shares issued for consulting service, shares | ||||
Shares issued for consulting services, value | ||||
Stock issued to settle an outstanding debt owed to related parties, shares | 500,000 | |||
Preferred stock [Member] | Significant Shareholders [Member] | ||||
Stock issued to settle an outstanding debt owed to related parties, shares | 500,000 | |||
Stock issued to settle an outstanding debt owed to related parties, value | $ 72,620 | |||
Preferred shares voting rights | Each preferred share is entitled to receive dividends when and if declared by the Companys board of directors, has 500 to 1 voting power and liquidation rights in the amount of the shares; par value in accordance with the Companys certificate of designation. | |||
Preferred stock [Member] | A Significant Shareholder [Member] | ||||
Stock issued to settle an outstanding debt owed to related parties, value | $ 42,638 | |||
Preferred stock [Member] | A Significant Shareholder [Member] | ||||
Stock issued to settle an outstanding debt owed to related parties, value | 5,009 | |||
Preferred stock [Member] | A Significant Shareholder [Member] | ||||
Stock issued to settle an outstanding debt owed to related parties, value | $ 806 | |||
Preferred stock [Member] | Significant Shareholders [Member] | ||||
Stock issued to settle an outstanding debt owed to related parties, shares | 333,334 | |||
Stock issued to settle an outstanding debt owed to related parties, value | $ 48,453 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | Dec. 14, 2015 | Sep. 01, 2015 | Jun. 29, 2015 | May 01, 2015 |
Consulting Agreement For Marketing And Promotion Services Dated May 1, 2015 [Member] | ||||
Other Commitments [Line Items] | ||||
Consulting agreement commitment description | T he Company entered into a consulting agreement for marketing and promotion services. Pursuant to the agreement, the consultant is to be compensated by being issued 1,250,000 shares of common stock on an annual basis until the agreement is cancelled or terminated. Either party may terminate the agreement by providing written thirty days notice. | |||
Consulting Agreement Dated June 29, 2015 [Member] | Chief Executive Officer [Member] | ||||
Other Commitments [Line Items] | ||||
Consulting agreement commitment description | The Company entered into a consulting agreement with the Chief Executive Officer of the Company for consulting services relating to the cannabis industry. Pursuant to the agreement, the Company is to issue 625,000 shares of common stock to the consultant upon execution of the agreement (issued) and every six months thereafter as compensation. Either party may terminate the agreement by providing written thirty days notice. | |||
Consulting Agreement Dated September 1, 2015 [Member] | Chief Executive Officer [Member] | ||||
Other Commitments [Line Items] | ||||
Consulting agreement commitment description | The Company entered into an agreement with the Chief Executive Officer of the Company for assuming the role as Chief Executive Officer. Pursuant to the agreement, the Company is to issue 1,250,000 shares of common stock to the Chief Executive Officer upon execution and every twelve months thereafter. The agreement shall be terminated upon mutual agreement with the Company and the Chief Executive Officer. | |||
Consulting Agreement Dated September 1, 2015 [Member] | Chief Financial Officer [Member] | ||||
Other Commitments [Line Items] | ||||
Consulting agreement commitment description | The Company entered into an agreement with the Chief Financial Officer of the Company. Pursuant to the agreement, the Company is to issue 1,250,000 shares of common stock to the Chief Financial Officer upon execution and every twelve months as compensation for being the Chief Financial Officer. The Company shall also issue an additional 625,000 shares of common stock to the Chief Financial Officer upon execution and every six months as compensation for being a director. The agreement shall be terminated upon mutual agreement with the Company and the Chief Financial Officer. | |||
Consulting Agreement For Marketing And Promotion Services Dated December 14, 2015 [Member] | ||||
Other Commitments [Line Items] | ||||
Consulting agreement commitment description | The Company entered into a consulting agreement for marketing and promotion services. Pursuant to the agreement, the consultant is to be compensated by being issued 1,250,000 shares of common stock on an annual basis until the agreement is cancelled or terminated. Either party may terminate the agreement by providing written thirty days notice. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - Promissory Note To An Unrelated Party Dated June 03, 2016 [Member] | Jun. 03, 2016USD ($) |
Subsequent Event [Line Items] | |
Promissory note face value | $ 20,000 |
Promissory note interest rate | 3.00% |
Promissory note description | Under the terms of the note, the amount due is unsecured |
Promissory note maturity date description | Due 180 days from the date of issuance. |