Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Jan. 24, 2017 | Nov. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Gala Global Inc. | ||
Entity Central Index Key | 1,513,403 | ||
Document Type | 10-K/A | ||
Document Period End Date | Nov. 30, 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 Public Float | $ 262,797 | ||
Entity Common Stock, Shares Outstanding | 1,369,224 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Current assets | ||
Cash | $ 10,841 | $ 1,804 |
Inventory | 2,241 | 2,701 |
Prepaid expenses | 0 | 2,917 |
Total assets | 13,082 | 7,422 |
Current liabilities | ||
Accounts payable and accrued liabilities | 20,052 | 28,050 |
Accounts payable and accrued liabilities - related party | 94,039 | 130,061 |
Due to related parties | 249,835 | 255,295 |
Loans payable | 75,000 | 0 |
Loans payable to related parties | 22,264 | 58,005 |
Total liabilities | 461,190 | 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 | 0 |
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 1,369,224 and 1,300,474 shares, respectively. | 1,369 | 1,300 |
Additional paid-in capital | 786,736 | 601,248 |
Accumulated Deficit | (1,236,713) | (1,066,537) |
Total stockholders' deficit | (448,108) | (463,989) |
Total liabilities and stockholders' deficit | $ 13,082 | $ 7,422 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 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 | 0 | 500,000 |
Preferred stock, shares outstanding | 0 | 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 | 1,300,474 | 1,369,224 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 1,592 |
Cost of sales | 0 | 798 |
Gross margin | 0 | 794 |
Operating expenses | ||
Bad debt | 0 | 182 |
Consulting fees | 17,500 | 213,600 |
Consulting fee - related party | 26,354 | 219,908 |
General and administrative | 50,028 | 57,384 |
General and administrative - related party | 36,000 | 76,500 |
Option expense on failed property acquisition - related party | 0 | 48,500 |
Rent | 38,550 | 0 |
Total operating expenses | 168,432 | 616,074 |
Loss before other expense | (168,432) | (615,280) |
Other expense | ||
Impairment of intangible assets | 0 | (63,750) |
Interest expense | (1,744) | (436) |
Total other expense | (1,744) | (64,186) |
Net loss | $ (170,176) | $ (679,466) |
Net loss per share, basic and diluted | $ (.12) | $ (.52) |
Weighted average common shares outstanding | 1,369,224 | 1,300,474 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, shares at Nov. 30, 2014 | 1,191,400 | ||||
Beginning balance, value at Nov. 30, 2014 | $ 1,191 | $ 193,207 | $ (387,071) | $ (192,673) | |
Shares issued for consulting services, shares | 35,000 | ||||
Shares issued for consulting services, value | $ 35 | 187,965 | 188,000 | ||
Shares issued for consulting services - related party, shares | 38,824 | ||||
Shares issued for consulting services - related party, value | $ 39 | 119,778 | 119,817 | ||
Shares issued for intangible asset - related party, shares | 21,250 | ||||
Shares issued for intangible asset - related party, value | $ 21 | 63,729 | 63,750 | ||
Shares issued for option payment, shares | 14,000 | ||||
Shares issued for option payment, value | $ 14 | 27,986 | 28,000 | ||
Forgiveness of related party debt | 8,583 | 8,583 | |||
Net loss for the year | (679,466) | (679,466) | |||
Ending balance, shares at Nov. 30, 2015 | 1,300,474 | ||||
Ending balance, value at Nov. 30, 2015 | $ 1,300 | 604,248 | (1,066,537) | (463,989) | |
Shares issued for consulting services, shares | 25,000 | ||||
Shares issued for consulting services, value | $ 25 | 42,475 | 42,500 | ||
Shares issued for consulting services - related party, shares | 43,750 | ||||
Shares issued for consulting services - related party, value | $ 44 | 70,893 | 70,937 | ||
Shares issued for conversion of debt, shares | 500,000 | ||||
Shares issued for conversion of debt, value | $ 500 | 72,120 | 72,650 | ||
Net loss for the year | (170,176) | (170,176) | |||
Ending balance, shares at Nov. 30, 2016 | 500,000 | 1,369,224 | |||
Ending balance, value at Nov. 30, 2016 | $ 0 | $ 1,369 | $ 786,736 | $ (1,236,713) | $ (448,108) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Operating activities | ||
Net loss | $ (170,176) | $ (679,466) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt provision | 0 | 182 |
Expenses paid by related parties on behalf of the Company | 2,064 | 0 |
Impairment of intangible asset | 0 | 63,750 |
Stock-based compensation | 17,500 | 188,000 |
Stock-based compensation - related party | 26,354 | 119,817 |
Shares issued for failed acquisition of property | 0 | 28,000 |
Changes in operating assets and liabilities: | ||
Inventory | 460 | (2,701) |
Prepaid expenses | 0 | (2,917) |
Accounts payable and accrued liabilities | 17,002 | 32,895 |
Accounts payable and accrued liabilities - related party | 36,293 | 125,761 |
Net cash used in operating activities | (70,503) | (126,679) |
Investing activities | ||
Advances under loan receivable | 0 | (12,467) |
Repayment of note receivable | 0 | 12,285 |
Net cash used in investing activities | 0 | (182) |
Financing activities | ||
Proceeds from related party operating advances | 640 | 93,465 |
Repayments of related party operating advances | (6,100) | (12,000) |
Proceeds from note payable - related party | 10,000 | 47,200 |
Proceeds from loan payable | 75,000 | 0 |
Net cash provided by financing activities | 79,540 | 128,665 |
Increase (decrease) in cash | 9,037 | 1,804 |
Cash, beginning of year | 1,804 | 0 |
Cash, end of year | 10,841 | 1,804 |
Non-cash investing and financing activities: | ||
Expenses paid with notes payable - related party | 2,064 | 0 |
Forgiveness of related party debt offset to equity | 0 | 8,583 |
Common shares issued for consulting services | 17,500 | 0 |
Common shares issued to settle accounts payable - related parties | 53,125 | 0 |
Common shares issued to settle outstanding payables | 25,000 | 0 |
Common shares issued for intangible assets | 0 | 63,750 |
Preferred shares issued to settle accounts payable - related parties | 24,167 | 0 |
Preferred shares issued to settle notes payable - related party and accrued interest | 48,453 | 0 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income tax paid | $ 0 | $ 0 |
1. Organization And Nature Of O
1. Organization And Nature Of Operations | 12 Months Ended |
Nov. 30, 2016 | |
Organization And Nature Of Operations | |
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. The Company 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 Company’s services include the development of cannabinoid based health and wellness products, the development of medical grade compounds, the licensing of proprietary testing, genetics, labeling and packaging, tracking, production, and standardization methods for the medicinal herb industry. 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 November 30, 2016, the Company has a working capital deficit of $448,108 and an accumulated deficit of $1,236,713. 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 Company’s future operations. These factors raise substantial doubt regarding the Company’s 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. |
2. Summary Of Significant Accou
2. Summary Of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is November 30. (b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Cannabis Ventures Inc (USA), Cannabis Ventures Inc (Canada), and CBD Life, Inc. All inter-company transactions and balances have been eliminated on consolidation. (c) Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires 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 net realizable value of inventory, share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. (d) Inventory Inventory is comprised of finished goods related to hemp and the CBD industry 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. (e) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of November 30, 2016 and 2015, there were no cash equivalents. (f) Financial Instruments The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable to related parties, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. (g) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (h) Revenue Recognition The Company earns revenue from the sale of products related to hemp and CBD, including modified electronic cigarettes and vape pens. Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. (i) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (j) Foreign Currency Translation The Company’s 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 resulting exchange gains or losses are recognized in the statements of operations. (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) 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. |
3. Intangible Asset
3. Intangible Asset | 12 Months Ended |
Nov. 30, 2016 | |
Intangible Asset | |
Intangible Asset | In April 2015, the Company incurred costs relating to the commencement of a patent application process at a fair value of $63,750. Refer to Note 6(j). During the year ended November 30, 2015, the Company discontinued the filing process, and recorded an impairment charge for the intangible asset. |
4. Related Party Transactions
4. Related Party Transactions | 12 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | a) During the year ended November 30, 2016, the Company issued 6,250 shares of common stock with a fair value of $10,625 to the former Chief Executive Officer of the Company for services as a director of the Company. During the year ended November 30, 2016, the Company incurred consulting services of $13,540 (2015 - $21,250). As at November 30, 2016, the Company had a prepaid expense balance of $nil (2015 - $2,917) to the former Chief Executive Officer of the Company related to these services. b) During the year ended November 30, 2016, the Company issued 6,250 shares of common stock with a fair value of $7,187 to the Chief Financial Officer for consulting services. During the year ended November 30, 2016, the Company incurred consulting services of $12,813 (2015 - $31,875). As at November 30, 2016, the Company owed $5,625 to the Chief Financial Officer, which has been included in accounts payable and accrued liabilities - related party. c) As at November 30, 2016, the Company owed $249,835 (2015 - $255,295) to a company controlled by a significant shareholder of the Company to fund payment of operating expenditures. The amount owing is unsecured, non-interest bearing, and due on demand. d) As at November 30, 2016, the Company owed $10,000 (2015 - $10,000) to a company controlled by a significant shareholder of the Company. The amount owing is unsecured, non-interest bearing, and due on demand. e) As at November 30, 2016, the Company owed $2,064 (2015 - $nil) to a significant shareholder of the Company. The amount is unsecured, bears interest at 3% per annum, and due 180 days from the date of issuance. As at November 30, 2016, accrued interest of $20 (2015 - $nil) has been included in accounts payable and accrued liabilities - related party. f) On September 21, 2016, the Company owed $10,000 (2015 - $nil) to the former spouse of a significant shareholder of the Company. 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. As at November 30, 2016, accrued interest of $58 (2015 - $nil) has been included in accounts payable and accrued liabilities - related party. g) As at November 30, 2016, the Company owed $200 (2015 - $200) to the former Chief Executive Officer of the Company. The amount is unsecured, bears interest at 1% per annum, and due 180 days from the date of issuance. As at November 30, 2016, accrued interest of $3 (2015 - $nil) has been included in accounts payable and accrued liabilities - related party. h) As at November 30, 2016, the Company owed $nil (2015 - $42,000) to a significant shareholder of the Company. The amount was unsecured, bore interest at 3% per annum, and due 180 days from the date of issuance. As at November 30, 2016, accrued interest of $nil (2015 - $435) 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 part of settling all of the outstanding notes payable and accrued interest owed to this related party as noted in Note 6(f). i) As at November 30, 2016, the Company owed $nil (2015 - $5,000) to a significant shareholder of the Company. The amount was unsecured, bore interest at 1% per annum, and due 180 days from the date of issuance. As at November, 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 part of settling all of the outstanding notes payable and accrued interest owed to this related party as noted in Note 6(f). j) As at November 30, 2016, the Company owed $nil (2015 - $805) to a significant shareholder of the Company. The amount was unsecured, bore interest at 1% per annum, and 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 part of settling all of the outstanding notes payable and accrued interest owed to this related party as noted in Note 6(f). k) As at November 30, 2016, the Company owed $79,333 (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 year ended November 30, 2016, the Company incurred legal fees of $36,000 (2015 - $76,500) to this significant shareholder. On January 27, 2016, the Company issued 166,666 shares of preferred stock to settle outstanding debt owed to related parties of $24,167. l) During the year ended November 30, 2016, the Company recognized revenue of $nil (2015 - $1,592) from a Company controlled by significant shareholders of the Company. m) During the year ended November 30, 2016, the Company incurred $nil (2015 - $101,500) in consulting fees to the former President of the Company. During the year ended November 30, 2015, the Company issued 21,324 shares of common stock with a fair value of $51,617 to settle the amount owing in addition to paying $8,300 to settle debt owed to the former President of the Company. During the year ended November 30, 2015, $33,000 of the amount owing was paid by a significant shareholder and the remainder of $8,583 has been forgiven and recorded as additional paid-in capital. n) On May 9, 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). On May 9, 2015, the Company entered into an addendum with the owner of the property. In addition to the nonrefundable payment of $2,500 a month to extend the Contract, the Company issued 1,400 shares of common stock on June 16, 2015 as part of the non-refundable deposit towards the purchase of the property. During the year ended November 30, 2016, the Company paid $nil (2015 - $48,500). |
5. Loan Payable
5. Loan Payable | 12 Months Ended |
Nov. 30, 2016 | |
Loan Payable To Related Parties | |
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% per annum, 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. d) 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% per annum, and is due 180 days from the date of issuance. e) On June 23, 2016, the Company issued a $10,000 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. |
6. Stockholders' Equity
6. Stockholders' Equity | 12 Months Ended |
Nov. 30, 2016 | |
Common Stock | |
Stockholders' Equity | Stock transactions for the year ended November 30, 2016: (a) On December 23, 2015, the Company issued 12,500 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 25,000 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. 12,500 shares were issued for the consultant’s services as a director, and 12,500 shares for services as the Company’s Chief Financial Officer. (c) On December 23, 2015, the Company issued 12,500 of shares of common stock with a fair value of $21,250 to the former Chief Executive Officer of the Company for the consultant’s services as a director pursuant to the consulting agreement dated September 1, 2015. (d) On December 23, 2015, the Company issued 6,250 of shares of common stock with a fair value of $10,625 to the former Chief Executive Officer of the Company for services as the Company’s Chief Executive Officer pursuant to the consulting agreement dated June 29, 2015. (e) On December 23, 2015, the Company issued 12,500 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 Company’s board of directors, has 500 to 1 voting power and liquidation rights in the amount of the shares; par value in accordance with the Company’s 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 4 for a total of $48,453 in outstanding principal and accrued interest. Stock transactions for the year ended November 30, 2015: (g) On January 6, 2015, the Company issued 15,000 shares of common stock with a fair value of $105,000 for advertising consulting services. The fair value of the shares of shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (h) On January 15, 2015, the Company issued 20,000 shares of common stock with a fair value of $83,000 for business development consulting services. The fair value of the shares of common stock was calculated based on the closing price of the Company’s shares of common stock on the date of the agreement. (i) On January 22, 2015, the Company issued 5,000 shares of common stock with a fair value of $39,450 to a former director of the Company for marketing consulting services. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (j) On April 23, 2015, the Company issued 21,250 shares of common stock with a fair value of $63,750 to a former director of the Company for consulting services relating to patent applications. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (k) On June 16, 2015, the Company issued 14,000 shares of common stock with a fair value of $28,000 as part of a non-refundable payment to further extend the Company’s option to acquire certain property in Vancouver, Canada. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (l) On May 19, 2015, the Company issued 12,500 shares of common stock with a fair value of $37,500 to the former President of the Company for consulting services rendered. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (m) On July 28, 2015, the Company issued 6,250 shares of common stock with a fair value of $11,250 to a director of the Company for services relating to the formation and development of business contacts. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. (n) On August 31, 2015, the Company issued 6,250 shares of common stock with a fair value of $17,500 to the former Chief Executive Officer of the Company for consulting services rendered. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. Refer to Note 8(b). (o) On August 31, 2015, the Company issued 8,824 shares of common stock with a fair value of $14,117 to the former President of the Company as settlement for his outstanding compensation of $12,882. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. |
7. Commitments
7. Commitments | 12 Months Ended |
Nov. 30, 2016 | |
Commitments | |
Commitments | 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 12,500 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 6,250 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. |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Nov. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | As at November 30, 2016, the Company has $827,000 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at November 30, 2016, the Company had no uncertain tax positions and has not filed tax returns since its inception. All prior tax years from inception will be subject to examination by major tax jurisdictions when they are filed. 2016 2015 Net loss before taxes (170,176 ) (679,466 ) Statutory rate 34% 34% Computed expected tax recovery (57,860 ) (231,017 ) Permanent differences – 114,177 Redetermination of prior year taxes (86,588 ) – Change in Valuation allowance 144,448 116,840 Income tax provision – – The significant components of deferred income tax assets and liabilities at November 30, 2016 and 2015 are as follows: 2016 2015 Net operating losses carried forward 281,180 248,445 Related party share based compensation 21,498 – Share based compensation 58,269 – Payables to related parties 31,946 – Valuation allowance (392,893 ) (248,445 ) Net deferred income tax asset – – |
9. Subsequent Events
9. Subsequent Events | 12 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (a) On December 9, 2016, the Company issued a $2,500 promissory note to a related party. Under the terms of the note, the amount due is unsecured, bears interest at 2% per annum, and is due 180 days from the date of issuance. (b) On January 3, 2017, the Company issued a $6,000 promissory note to a related party. Under the terms of the note, the amount due is unsecured, bears interest at 2% per annum, and is due 180 days from the date of issuance. (c) On January 9, 2017, the Company dissolved its wholly owned subsidiary, CBD Life, Inc. (d) On January 30, 2017, the Company effected a share consolidation on a 100 old shares for 1 new share basis. The share consolidation has been applied retroactively to the earliest period presented. (e) On February 12, 2017, the Company entered into an agreement to acquire 51% of the issued and outstanding common stock of Chill-N-Out Cryotherapy in exchange of the Company's preferred shares. Pursuant to the agreement, the Company shall fund an initial minimum investment of $100,000 within 14 days and up to $250,000 in aggregate within 30 - 45 days of the definitive agreement. Thereafter, the Company will fund an additional $2,750,000 within a 12 month period as needed. After a minimum of an additional 12 months, the Company shall formalize a spin-off of the new subsidiary at 70% to Chill-N-Out and 30% to the Company. On March 1, 2017, the parties agreed to cancel the agreement dated February 12, 2017. (f) On February 14, 2017, the Company entered into an agreement whereby the Company agreed to acquire 80% of the issued and outstanding common stock of a to be incorporated company, Controlled Environment Genomics Inc ("CEG Inc"), in exchange for a new series of the Company’s preferred shares. Pursuant to the agreement, the Company will appoint CEG Inc.’s executive as the Chief Executive officer of the Company. An additional 5,000,000 restricted common shares will also be issued to acquire CEG's intellectual property. In the case that CEG, Inc. becomes its own public entity, the executive shall receive 51% ownership of the new entity, and the Company will retain the remaining 49%. The purpose of this acquisition is to retain the services of CEG Inc.’s executive, and to acquire CEG's intellectual property as part of the Company's plan to expand in the cannabis industry. |
2. Summary Of Significant Acc16
2. Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is November 30. |
Principles of Consolidation | (b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Cannabis Ventures Inc (USA), Cannabis Ventures Inc (Canada), and CBD Life, Inc. All inter-company transactions and balances have been eliminated on consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires 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 net realizable value of inventory, share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. |
Inventory | (d) Inventory Inventory is comprised of finished goods related to hemp and the CBD industry 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 | (e) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of November 30, 2016 and 2015, there were no cash equivalents. |
Financial Instruments | (f) Financial Instruments The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable to related parties, 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 | (g) 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 | (h) Revenue Recognition The Company earns revenue from the sale of products related to hemp and CBD, including modified electronic cigarettes and vape pens. Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. |
Stock-Based Compensation | (i) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation |
Foreign Currency Translation | (j) Foreign Currency Translation The Company’s 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 resulting exchange gains or losses are recognized in the statements of operations. |
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 |
Recent Accounting Pronouncements | (l) 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. |
8. Income Taxes (Tables)
8. Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Income Taxes Tables | |
Schedule of Income Tax Provision | 2016 2015 Net loss before taxes (170,176 ) (679,466 ) Statutory rate 34% 34% Computed expected tax recovery (57,860 ) (231,017 ) Permanent differences – 114,177 Redetermination of prior year taxes (86,588 ) – Change in Valuation allowance 144,448 116,840 Income tax provision – – |
Schedule of Deferred Income Tax Assets | 2016 2015 Net operating losses carried forward 281,180 248,445 Related party share based compensation 21,498 – Share based compensation 58,269 – Payables to related parties 31,946 – Valuation allowance (392,893 ) (248,445 ) Net deferred income tax asset – – |
1. Organization And Nature Of18
1. Organization And Nature Of Operations (Details Narrative) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Organization And Nature Of Operations | ||
Working capital | $ (448,108) | |
Accumulated deficit | $ (1,236,713) | $ (1,066,537) |
2. Summary Of Significant Acc19
2. Summary Of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Potentially dilutive shares | 0 | 0 |
3. Intangible Asset (Details Na
3. Intangible Asset (Details Narrative) | 12 Months Ended |
Nov. 30, 2015USD ($) | |
Intangible Asset | |
Payments for patent application | $ 63,750 |
Impairment of intangible assets | $ 63,750 |
4. Related Party Transations (D
4. Related Party Transations (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Related Party Transaction [Line Items] | ||
Stock issued for services, value | $ 42,500 | $ 188,000 |
Accounts payable, related party | 94,039 | 130,061 |
Due to related party | 249,835 | 255,295 |
Legal fees, related party | 26,354 | 219,908 |
Revenue from related parties | $ 1,592 | 0 |
Forgiveness of related party debt | 8,583 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for services, shares | 6,250 | |
Stock issued for services, value | $ 10,625 | |
Consulting services incurrred | 13,540 | 21,250 |
Prepaid expense | $ 0 | 2,917 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for services, shares | 6,250 | |
Stock issued for services, value | $ 7,187 | |
Consulting services incurrred | 12,813 | 31,875 |
Prepaid expense | 5,625 | |
Company controlled by a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 249,835 | 255,295 |
Company controlled by a Significant Shareholder 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 10,000 | 10,000 |
A Company Controlled By A Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related party | 2,064 | 0 |
Accrued interest | 20 | 0 |
Former Spouse of a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related party | 10,000 | 0 |
Accrued interest | 58 | 0 |
Former CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related party | 200 | 0 |
Accrued interest | 3 | 0 |
Significant Shareholder 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 0 | 42,000 |
Accrued interest | $ 0 | 435 |
Significant Shareholder 2 [Member] | Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for settlement of debt, shares | 333,334 | |
Significant Shareholder 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related party | $ 0 | 5,000 |
Accrued interest | $ 0 | 1 |
Significant Shareholder 3 [Member] | Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for settlement of debt, shares | 333,334 | |
Significant Shareholder 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 0 | 805 |
Significant Shareholder 4 [Member] | Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for settlement of debt, shares | 333,334 | |
Significant Shareholder 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related party | 76,500 | |
Due to related party | $ 79,333 | |
Legal fees, related party | $ 36,000 | 76,500 |
Significant Shareholder 5 [Member] | Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for settlement of debt, shares | 16,666 | |
Stock issued for settlement of debt, value | $ 24,167 | |
Former President [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting services incurrred | $ 0 | $ 101,500 |
Stock issued for settlement of debt, shares | 21,324 | |
Stock issued for settlement of debt, value | $ 51,617 | |
Forgiveness of related party debt | $ 8,583 |
5. Loan Payable (Details Narrat
5. Loan Payable (Details Narrative) | 12 Months Ended |
Nov. 30, 2016USD ($) | |
Loan Payable 1 [Member] | |
Debt issuance date | Dec. 29, 2015 |
Debt face value | $ 20,000 |
Debt stated interest rate | 3.00% |
Debt maturity date | Jun. 29, 2015 |
Loan Payable 2 [Member] | |
Debt issuance date | Apr. 19, 2016 |
Debt face value | $ 3,000 |
Debt stated interest rate | 3.00% |
Debt maturity date | Oct. 19, 2016 |
Loan Payable 3 [Member] | |
Debt issuance date | Apr. 22, 2016 |
Debt face value | $ 22,000 |
Debt stated interest rate | 3.00% |
Debt maturity date | Oct. 22, 2016 |
Loan Payable 4 [Member] | |
Debt issuance date | Jun. 3, 2016 |
Debt face value | $ 20,000 |
Debt stated interest rate | 3.00% |
Debt maturity date | Dec. 3, 2016 |
Loan Payable 5 [Member] | |
Debt issuance date | Jun. 23, 2016 |
Debt face value | $ 10,000 |
Debt stated interest rate | 3.00% |
Debt maturity date | Dec. 23, 2016 |
8. Income Taxes (Details - Tax
8. Income Taxes (Details - Tax Provision) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Taxes Schedule Of Income Tax Provision Details | ||
Net loss before taxes | $ (170,176) | $ (679,466) |
Statutory rate | 34.00% | 34.00% |
Computed expected tax recovery | $ (57,860) | $ (231,017) |
Permanent differences | 0 | 114,177 |
Redetermination of prior year taxes | (86,588) | 0 |
Change in valuation allowance | 144,448 | 116,840 |
Income tax provision | $ 0 | $ 0 |
8. Income Taxes (Details - Defe
8. Income Taxes (Details - Deferred Taxes) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Income Taxes Schedule Of Deferred Income Tax Assets Details | ||
Net operating losses carried forward | $ 181,180 | $ 248,445 |
Related party share-based compensation | 21,498 | 0 |
Share based compensation | 58,269 | 0 |
Payables to related parties | 31,946 | 0 |
Valuation allowance | (392,893) | (248,445) |
Net deferred income tax asset | $ 0 | $ 0 |
8. Income Taxes (Details Narrat
8. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Taxes Narrative Details | ||
Net operating loss carryforward | $ 827,000 | |
Net operating loss expiration date | Nov. 30, 2030 | |
US federal income tax rate | 34.00% | 34.00% |