Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Apr. 03, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Gala Pharmaceuticals Inc. | |
Entity Central Index Key | 1,513,403 | |
Document Type | 10-K | |
Document Period End Date | Nov. 30, 2017 | |
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 | $ 1,994,486 | |
Entity Common Stock, Shares Outstanding | 47,635,145 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Current assets | ||
Cash | $ 7,767 | $ 10,841 |
Inventory | 2,241 | 2,241 |
Prepaid expenses | 41,908 | 0 |
Prepaid expenses - related parties | 10,000 | 0 |
Total current assets | 61,916 | 13,082 |
Equipment, net of accumulated depreciation | 46,060 | 0 |
Total assets | 107,976 | 13,082 |
Current liabilities | ||
Accounts payable and accrued liabilities | 34,556 | 20,052 |
Accounts payable and accrued liabilities - related party | 61,475 | 94,039 |
Due to related parties | 48,367 | 249,835 |
Loans payable | 42,000 | 75,000 |
Loans payable to related parties | 20,764 | 22,264 |
Convertible note | 353,629 | 0 |
Derivative liabilities | 453,005 | 0 |
Total liabilities | 1,013,796 | 461,190 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock Authorized: 10,000,000 shares with a par value of $0.001 per share Issued and outstanding: 500,000 and 500,000 shares, respectively | 500 | 500 |
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 35,701,561 and 1,369,224 shares, respectively | 35,702 | 1,369 |
Additional paid-in capital | $ 2,417,400 | $ 786,736 |
Common stock issuable | 25,000 | 0 |
Deferred compensation - related party | $ (165,853) | $ 0 |
Accumulated Deficit | (3,218,569) | (1,236,713) |
Total stockholders' deficit | (905,820) | (448,108) |
Total liabilities and stockholders' deficit | $ 107,976 | $ 13,082 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2017 | Nov. 30, 2016 |
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 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 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 | 1,369,224 | 35,701,561 |
Common stock, shares outstanding | 1,369,224 | 35,701,561 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Operating expenses | ||
Consulting fees | $ 132,944 | $ 17,500 |
Consulting fee - related party | 364,733 | 26,354 |
Depreciation | 5,389 | 0 |
General and administrative | 89,740 | 50,028 |
General and administrative - related party | 187,393 | 36,000 |
Rent | 18,085 | 38,550 |
Total operating expenses | 798,284 | 168,432 |
Loss before other expense | (798,284) | (168,432) |
Other expense | ||
Change in fair value of derivative liabilities | (277,578) | 0 |
Interest expense | (393,107) | (1,744) |
Loss on settlement of debt | (93,050) | 0 |
Loss on settlement of debt - related party | (366,540) | 0 |
Loss on dissolution of proposed acquisition | (53,297) | 0 |
Total other expense | (1,183,572) | (1,744) |
Net loss | $ (1,981,856) | $ (170,176) |
Net loss per share, basic and diluted | $ (0.09) | $ (0.12) |
Weighted average common shares outstanding | 21,250,299 | 1,369,224 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock [Member] | Additional paid-in capital [Member] | Common Stock Issuable [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, shares at Nov. 30, 2015 | 0 | 1,300,474 | |||||
Beginning balance, value at Nov. 30, 2015 | $ 0 | $ 1,300 | $ 601,248 | $ 0 | $ 0 | $ (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 | 72,620 | ||||
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 | $ 500 | $ 1,369 | 786,736 | 0 | 0 | (1,236,713) | (448,108) |
Shares issued for cash, shares | 2,000,000 | ||||||
Shares issued for cash, value | $ 2,000 | 168,000 | 170,000 | ||||
Shares issued for deferred compensation-related party, shares | 24,500,000 | ||||||
Shares issued for deferred compensation-related party, value | $ 24,500 | 465,500 | 490,000 | ||||
Shares issued for consulting services - prepaid, shares | 5,000,000 | ||||||
Shares issued for consulting services - prepaid, value | $ 5,000 | 38,000 | 40,000 | ||||
Shares issued for consulting services, shares | 3,000,000 | ||||||
Shares issued for consulting services, value | $ 3,000 | 57,000 | 60,000 | ||||
Shares issued for settlement of debt, shares | 424,875 | ||||||
Shares issued for settlement of debt, value | $ 425 | 127,037 | 127,462 | ||||
Shares issued for settlement of debt - related party, shares | 2,007,452 | ||||||
Shares issued for settlement of debt - related party, value | $ 2,008 | 712,954 | 714,962 | ||||
Shares issued from exercise of warrants, shares issued | 400,000 | ||||||
Shares issued from exercise of warrants, value | $ 400 | (400) | |||||
Shares issuable for consulting services | 25,000 | 25,000 | |||||
Deferred compensation | (165,853) | (165,853) | |||||
Fair value of warrants granted | 74,573 | 74,573 | |||||
Finders' fees | (12,000) | (12,000) | |||||
Net loss for the year | (1,981,856) | (1,981,856) | |||||
Ending balance, shares at Nov. 30, 2017 | 500,000 | 37,501,561 | |||||
Ending balance, value at Nov. 30, 2017 | $ 500 | $ 35,702 | $ 2,417,400 | $ 25,000 | $ (165,853) | $ (3,218,569) | $ (905,820) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Operating activities | ||
Net loss for the year | $ (1,981,856) | $ (170,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note | 250,000 | 0 |
Amortization of debt issuance costs | 30,000 | 0 |
Change in fair value of derivative liability | 277,578 | 0 |
Amortization of deferred compensation | 324,147 | 0 |
Common shares issued for services | 60,000 | 0 |
Common shares issuable for services | 25,000 | 0 |
Depreciation | 5,389 | 0 |
Loss on uncollectibility of loan receivable | 20,000 | 0 |
Loss on dissolution of proposed acquisition | 53,297 | 0 |
Loss on settlement of related party debt | 366,540 | 2,064 |
Loss on settlement of debt | 93,050 | 0 |
Penalty interest on default of convertible note | 73,629 | 0 |
Stock-based compensation | 0 | 17,500 |
Stock-based compensation - related party | 0 | 26,354 |
Changes in operating assets and liabilities: | ||
Inventory | 0 | 460 |
Prepaid expenses | (1,908) | 0 |
Prepaid expenses - related party | (10,000) | 0 |
Accounts payable and accrued liabilities | 35,417 | 17,002 |
Accounts payable and accrued liabilities - related party | 56,022 | 36,293 |
Net cash used in operating activities | (323,695) | (70,503) |
Investing activities | ||
Loan issued to related party | (20,000) | 0 |
Purchase of equipment | (104,746) | 0 |
Net cash used in investing activities | (124,746) | 0 |
Financing activities | ||
Proceeds from related party operating advances | 28,867 | 640 |
Repayments of related party operating advances | 0 | (6,100) |
Proceeds from convertible note | 250,000 | 0 |
Proceeds from issuance of common shares | 170,000 | 0 |
Payment of finder's fee | (12,000) | 0 |
Proceeds from shares to be issued | 0 | 10,000 |
Proceeds from loan payable - related party | 8,500 | 0 |
Proceeds from loan payable | 0 | 75,000 |
Net cash provided by financing activities | 445,367 | 79,540 |
Increase (decrease) in cash | (3,074) | 9,037 |
Cash, beginning of period | 10,841 | 1,804 |
Cash, end of period | $ 7,767 | $ 10,841 |
1. Organization And Nature Of O
1. Organization And Nature Of Operations | 12 Months Ended |
Nov. 30, 2017 | |
Organization And Nature Of Operations | |
Organization and Nature of Operations | Gala Pharmaceutical Inc. (formerly Gala Global Inc.) (the “Company” or “GPI”) was incorporated in the State of Nevada on March 10, 2010. The Company provides Testing or Analytical Chemistry tools for chemical, plant, soil, and liquid composition analysis. GPI provides analysis of compositional traits for hemp and cannabis products (cannabinoid, terpenes, pesticides, residual solvents and microbial). The analysis is being done at certified labs with persistent results. The Company also provides genetic “fingerprinting” and “sequencing” of various crop species. This fingerprinting allows for storing genetic fingerprint information into a proprietary database. Customers can access genetic fingerprint data which can be used for predictive breeding applications and for protecting intellectual property (IP). Additionally, the Company can develop new genetics by using state of the art breeding technology and provides tissue culture and cloning services. These clones are guaranteed to be disease free, chemical free and healthy and robust. Additionally, the Company provides consulting on testing and manufacturing lab designs and standard operating procedures. The Company provides services to customers for building turnkey labs, drug formulations and troubleshooting. It has highly qualified professionals to bring productivity and efficiency within your current resources. 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, 2017, the Company has a working capital deficit of $951,880 and an accumulated deficit of $3,218,569. 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, 2017 | |
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 valuation of inventory, valuation of derivative liability and share-based compensation, and deferred income tax asset valuation allowances. (c) Use of Estimates (continued) 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 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. (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, 2017 and 2016, 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, loans payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. (g) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (h) Property and Equipment Property and equipment are stated at cost, and is presented net of accumulated depreciation. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance that do not extend the useful life of property and equipment are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and its accumulated depreciation are removed, and the resulting profit or loss is reflected in income. The estimated service lives of property and equipment are principally as follows: Computers and equipment 3-5 years Furniture & Fixtures 5-10 years (i) Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: Level 1 — quoted market prices in active markets for identical assets or liabilities. Level 2 — inputs other than Level I Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of November 30, 2017, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability 453,005 – – 453,005 (j) 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. (k) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (l) Deferred Compensation Deferred compensation is comprised of the fair value of common shares issued to officers and directors of the Company for which services have not been rendered. As services are rendered, the amounts in deferred compensation are expensed as incurred in the consolidated statements of operations. As at November 30, 2017, the Company recorded $165,853 (2016 - $nil) of deferred compensation. (m) 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. (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) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations (p) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. (q) 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. Deferred Compensation
3. Deferred Compensation | 12 Months Ended |
Nov. 30, 2017 | |
Retirement Benefits [Abstract] | |
Deferred Compensation | Deferred compensation is comprised of common shares issued to officers and directors of the Company for compensation services. During the year ended November 30, 2017, the Company issued 24,500,000 common shares with a fair value of $490,000 for compensation of which $324,147 was expensed during the period and the remaining $165,853 was recorded as deferred compensation within shareholders’ equity. |
4. Equipment
4. Equipment | 12 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Cost Accumulated amortization November 30, November 30, Machinery 52,869 6,809 46,060 – During the year ended November 30, 2017, the Company recorded $5,389 (2016 - $nil) of depreciation expense. |
5. Convertible Debenture
5. Convertible Debenture | 12 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debenture | On May 15, 2017, the Company entered into a promissory note agreement with a non-related party for proceeds of $280,000, net of an original issuance discount and legal fees of $30,000 which were capitalized and amortized over the period of the convertible debenture. The promissory note is unsecured, bears interest at 10% per annum, and is due on November 30, 2017. The promissory note is convertible into common shares at the lesser of: (a) $0.35; or (b) 65% of the average of the three lowest volume weighted average price of the Company’s common shares in the 20 days preceding the notice of conversion limited by a conversion floor price of $0.05 per share. The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging |
6. Derivative Liability
6. Derivative Liability | 12 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | The Company records the fair value of the conversion price of the convertible debentures, as disclosed in Note 5, in accordance with ASC 815, Derivatives and Hedging Balance, November 30, 2016 $ – Conversion feature at inception 175,427 Loss at inception 130,530 Change in fair value 147,048 Balance, November 30, 2017 $ 453,005 The following inputs and assumptions were used to value the convertible debentures outstanding during the year ended November 30, 2017: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life May 15, 2017 convertible debenture: As at May 15, 2017 (date of issuance) 288% 1.02% 0% 0.5 As at November 30, 2017 (mark-to-market) 338% 1.27% 0% 0.3 |
7. Related Party Transactions
7. Related Party Transactions | 12 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | a) As at November 30, 2017, the Company owed $48,367 (2016 - $249,835) to a company controlled by a significant shareholder of the Company to fund payment of operating expenditures. During the year ended November 30, 2017, the Company settled $249,835 of related party debt with the issuance of 1,387,970 common shares. Refer to Note 9(c). The remaining amount owed is unsecured, non-interest bearing, and due on demand. b) As at November 30, 2017, the Company owed $17,000 (2016 - $nil) to the former Chief Executive Officer of the Company for compensation and consulting services, which has been recorded in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. c) As at November 30, 2017, the Company owed $25,000 (2016 - $79,333) to a significant shareholder of the Company, which has been recorded in accounts payable and accrued liabilities - related parties. The amount owed is unsecured, non-interest bearing, and due on demand. During the year ended November 30, 2017, the Company incurred $177,295 (2016 - $36,000) of consulting expense relating to services provided to the Company. In August 2017, the Company settled $88,333 of related party debt with the issuance of 490,742 common shares. d) As at November 30, 2017, the Company owed $5,625 (2016 - $5,625) to an officer of the Company, which has been recorded in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. e) As at November 30, 2017, the Company owed $18,500 (November 30, 2016 - $10,000) to a company controlled by a significant shareholder of the Company. The amount owed is unsecured, non-interest bearing, and due on demand. f) As at November 30, 2017, the Company owed $2,064 (2016 - $2,064) 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, 2017, accrued interest of $82 (November 30, 2016 - $15) has been included in accounts payable and accrued liabilities, related parties. g) As at November 30, 2017, the Company owed $12,500 (2016 -$ nil) to the Chief Operating Officer of the Company for consulting services, which has been recorded in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. h) As at November 30, 2017, the Company owed $1,195 (2016 - $nil) to the Chief Executive Officer of the Company for services, which has been recorded in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. i) As at November 30, 2017, the Company owed $nil (2016 - $10,000) to the spouse of a former significant shareholder of the Company for a note issued on September 21, 2016. Under the terms of the note, the amount due was unsecured, bore interest at 3% per annum, and was due 180 days from the date of issuance. In July 2017, the Company issued 128,750 common shares with a fair value of $38,625 to settle $10,000 of principal balance and $254 of accrued interest. j) On May 8, 2017, the Company entered into an agreement whereby the Company agreed to acquire 80% of the issued and outstanding common stock of Controlled Environment Genomics Inc ("CEG Inc"), in exchange for a new series of the Company’s preferred shares, and issue 5,000,000 restricted common shares in exchange for CEG's intellectual property. In the event 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%. As at November 30, 2017, the agreement to acquire the common stock of CEG Inc. was cancelled and costs of $53,297 relating to the proposed acquisition was expensed as incurred. k) During the year ended November 30, 2017, the Company issued 24,500,000 common shares with a fair value of $490,000 to officers and directors of the Company as compensation for services for a period of one year. As at November 30, 2017, the Company recorded $165,853 as deferred compensation within shareholders’ equity. During the year ended November 30, 2017, the Company recorded $324,147 (2016 - $nil) of share based compensation expense. l) During the year ended November 30, 2017, the Company loaned $20,000 (2016- $nil) to a company controlled by the former Chief Executive Officer of the Company for day-to-day expenses. The amount owing is unsecured, non-interest bearing, and due on demand. As at November 30, 2017, the Company recorded an impairment charge of $20,000 due to the unlikelihood of collecting outstanding amounts owed to the Company. |
8. Loans Payable
8. Loans Payable | 12 Months Ended |
Nov. 30, 2017 | |
Loan Payable To Related Parties | |
Loans 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 was due 180 days from the date of issuance and was considered to be in default. On July 21, 2017, the Company issued 965,625 common shares with a fair value of $77,250 to settle outstanding principal amount of $20,000 and accrued interest of $966 resulting in a loss on settlement of debt of $56,284. 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 was due 180 days from the date of issuance and was considered to be in default. On July 21, 2017, the Company issued 37,500 common shares with a fair value of $11,587 to settle outstanding principal amount of $3,000 and accrued interest of $116 resulting in a loss on settlement of debt of $8,471. 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 was due 180 days from the date of issuance and is now considered in default. As at November 30, 2017, the outstanding balance of the promissory note was $22,000 (2016 - $22,000) and accrued interest of $1,093 (2016 - $409) was recorded in accounts payable and accrued liabilities. 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 was due 180 days from the date of issuance and considered in default. As at November 30, 2017, the outstanding balance of the promissory note was $20,000 (2016 - $20,000) and accrued interest of $901 (2016 - $282) was recorded in accounts payable and accrued liabilities. 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 was due 180 days from the date of issuance and was considered in default. On July 21, 2017, the Company issued 125,000 common shares with a fair value of $38,625 to settle outstanding principal amount of $10,000 and accrued interest of $331 resulting in a loss on settlement of debt of $28,294. |
9. Common Shares
9. Common Shares | 12 Months Ended |
Nov. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Shares | Stock transactions for the year ended November 30, 2017: (a) 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. (b) On March 22, 2017, the Company issued 490,742 common shares with a fair value of $176,667 to settle outstanding debt of $88,333 owed to a significant shareholder of the Company. The transaction resulted in a loss on settlement of debt of $88,334, which was recorded in the consolidated statement of operations. (c) On March 22, 2017, the Company issued 1,387,970 common shares with a fair value of $499,670 to settle outstanding debt of $249,835 owed to a company controlled by a significant shareholder of the Company. The transaction resulted in a loss on settlement of debt of $249,835, which was recorded in the consolidated statement of operations. (d) On March 30, 2017, the Company issued 10,000,000 common shares with a fair value of $200,000 to a significant shareholder of the Company for compensation services for a period of twelve months from the date of issuance. As at November 30, 2017, deferred compensation of $65,205 has been recorded in deferred compensation and $134,795 has been expensed. (e) On March 30, 2017, the Company issued 10,000,000 common shares with a fair value of $200,000 to a significant shareholder of the Company for compensation services for a period of twelve months from the date of issuance. As at November 30, 2017, deferred compensation of $65,205 has been recorded and $134,795 has been expensed.. (f) On March 30, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to the Chief Financial Officer of the Company for compensation services for a period of twelve months from the date of issuance. As at November 30, 2017, deferred compensation of $9,171 has been recorded and $20,219 has been expensed. (g) On March 30, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to a director of the Company for compensation services for a period of twelve months from the date of issuance. As at November 30, 2017, deferred compensation of $9,781 has been recorded and $20,219 has been expensed. (h) On July 6, 2017, the Company issued 1,500,000 common shares at $0.08 per common share pursuant to private placement for proceeds of $120,000. Finder’s fees of $12,000 were paid related to this transaction which reduced additional paid in capital by the same amount. (i) On June 12, 2017, the Company issued 2,000,000 common shares for consulting services over a twelve month period with a fair value of $40,000. As of November 30, 2017 prepaid expense for these shares is $21,175. (j) On June 13, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to the former Chief Operating Officer of the Company for compensation services for a period of twelve months from the date of issuance. As at November 30, 2017, deferred compensation of $15,881 has been recorded and $14,119 has been expensed. (k) On July 21, 2017, the Company issued 553,625 common shares with a fair value of $166,088 to settle outstanding promissory notes and accrued interest of $44,666 resulting in a loss on settlement of debt of $121,422, including 128,750 common shares with a fair value of $38,625 to settle outstanding promissory notes and accrued interest of $10,254 resulting in a loss on settlement of debt of $28,371 to a related party. (l) On September 1, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (m) On October 1, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (n) On October 20, 2017, the Company issued 250,000 common shares at $0.10 per share for proceeds of $25,000. (o) On October 23, 2017, the Company issued 400,000 common shares to settle the outstanding share purchase warrants which were issued as part of the issuance of the convertible debenture. (p) On November 9, 2017, the Company issued 250,000 common shares at $0.10 per share for proceeds of $25,000. (q) At November 30, 2017, the Company had 3,000,000 common shares issuable for consulting services with a fair value of $300,000, of which $25,000 was recorded as consulting expense. Stock transactions for the year ended November 30, 2016: (r) 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. (s) 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. (t) 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. (u) 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. (v) 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. Preferred Shares 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. |
10. Share Purchase Warrants
10. Share Purchase Warrants | 12 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Share Purchase Warrants | On May 15, 2017, the Company issued 486,783 share purchase warrants with an exercise price of $0.09 per share for a period of five years in conjunction with the issuance of convertible debt. The fair value of the share purchase warrants was $105,396, calculated using the binomial option pricing model assuming no expected dividends, volatility of 199%, expected life of 5 years, and a risk free rate of 1.05%. The allocated relative fair value of the warrants was $74,573. The fair value of the share purchase warrants were recorded in the consolidated statement of operations as debt discount. In October 2017, the Company issued 400,000 common shares as a settlement and return of the outstanding share purchase warrants by the convertible note holder. On October 23, 2017, the share purchase warrants were cancelled and replaced with the issuance of 400,000 common shares. Refer to Note 9(o). Number of Weighted average exercise price Balance, November 30, 2015 and 2016 – – Issued 486,783 0.09 Cancelled (486,783 ) 0.09 Balance, November 30, 2017 – – |
11. Supplemental Disclosures
11. Supplemental Disclosures | 12 Months Ended |
Nov. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | Year ended Year ended November 30, Non-cash investing and financing activities: Common shares issued for deferred compensation 490,000 – Common shares issued for settlement of related party debt 714,962 – Common shares issued to settle third party debt 127,462 – Common shares issued to settle outstanding payables – 25,000 Expenses paid by related parties that increased related party debt 19,500 2,064 Preferred shares issued to settle related party payables – 24,167 Preferred shares issued to settle related party debt – 48,453 Shares issued for prepaid expenses 40,000 – Warrants issued with debt 74,573 – Exercise of warrants 400 – Original issue discount 25,000 – Debt issuance costs 5,000 – Debt conversion feature 175,427 – Supplemental disclosures: Interest paid – – Income tax paid – – |
12. Income Taxes
12. Income Taxes | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | As at November 30, 2017, the Company has $1,294,000 of net operating losses carried forward to offset taxable income in future years through fiscal 2036. No tax benefit has been reported during the years ended November 30, 2017 and 2016 as the potential tax benefit is offset by a valuation allowance as there is uncertainty as to whether the Company can be profitable in the future to utilize tax losses. Net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur in the future, net operating losses carryfoward may be limited as to use in future years. 2017 2016 $ Net loss before taxes (1,981,856 ) (170,176 ) Statutory rate 34% 34% Computed expected tax recovery (673,800 ) (57,900 ) Permanent differences and other 490,000 (68,100 ) Change in valuation allowance 183,800 126,000 Income tax provision – – The significant components of deferred income tax assets and liabilities at November 30, 2017 and 2016 are as follows: 2017 2016 $ Deferred tax assets: Net operating losses carried forward 439,900 281,180 Accrued interest 5,900 500 Related party payables 20,900 32,000 Deferred tax liabilities: Accumulated depreciation above book value (3,300 ) – Deferred income tax assets 463,400 313,700 Valuation allowance (463,400 ) (313,700 ) Net deferred income tax asset – – |
13. Subsequent Events
13. Subsequent Events | 12 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (a) On December 26, 2017, the Company received $75,000 in a promissory note from a company controlled by a shareholder of the Company. The amounts are unsecured, non-interest bearing, and due on demand. (b) On January 1, 2018, the Company entered into a consulting agreement with a non-related party for consulting services. Pursuant to the agreement, the consultant will receive compensation of $5,000 per month for services rendered. In addition, the consultant will receive $2,500 per every new location the consultant manages. The Company may terminate the agreement upon providing 10 days of written notice to the consultant. (c) On January 29, 2018, the Company completed a settlement and mutual release agreement with CEG Inc. whereby the proposed acquisition of CEG Inc. was cancelled. As part of the settlement and mutual release agreement, the former Chief Executive Officer of the Company will return 5,650,000 common shares of the Company and the Company will return the rights to the intellectual property that was previously held by CEG Inc., and give machinery that was previously paid by the Company to CEG Inc. The Company incurred $53,297 of expenses relating to the proposed acquisition, which has been recorded for the year ended November 30, 2017 . (d) Subsequent to November 30, 2017 there were 9,500,000 shares issued for consulting services and 2,433,555 shares issued for conversion of debt. |
2. Summary Of Significant Acc20
2. Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2017 | |
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 valuation of inventory, valuation of derivative liability and 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 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 | (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, 2017 and 2016, 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, loans 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 | (g) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes |
Property and Equipment | (h) Property and Equipment Property and equipment are stated at cost, and is presented net of accumulated depreciation. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance that do not extend the useful life of property and equipment are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and its accumulated depreciation are removed, and the resulting profit or loss is reflected in income. The estimated service lives of property and equipment are principally as follows: Computers and equipment 3-5 years Furniture & Fixtures 5-10 years |
Fair Value of Financial Instruments | (i) Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: Level 1 — quoted market prices in active markets for identical assets or liabilities. Level 2 — inputs other than Level I Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of November 30, 2017, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability 453,005 – – 453,005 |
Revenue Recognition | (j) 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 | (k) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation |
Deferred Compensation | (l) Deferred Compensation Deferred compensation is comprised of the fair value of common shares issued to officers and directors of the Company for which services have not been rendered. As services are rendered, the amounts in deferred compensation are expensed as incurred in the consolidated statements of operations. As at November 30, 2017, the Company recorded $165,853 (2016 - $nil) of deferred compensation. |
Foreign Currency Translation | (m) 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 | (n) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
Derivative Liability | (o) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations |
Recent Accounting Pronouncements | (q) 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. |
2. Summary Of Significant Acc21
2. Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Estimated lives of Property and Equipment | Computers and equipment 3-5 years Furniture & Fixtures 5-10 years |
Fair value of derivative liability | Total Level 1 Level 2 Level 3 Derivative Liability 453,005 – – 453,005 |
4. Equipment (Tables)
4. Equipment (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Cost Accumulated amortization November 30, November 30, Machinery 52,869 6,809 46,060 – |
6. Derivative Liability (Tables
6. Derivative Liability (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities | Balance, November 30, 2016 $ – Conversion feature at inception 175,427 Loss at inception 130,530 Change in fair value 147,048 Balance, November 30, 2017 $ 453,005 |
Assumptions used | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life May 15, 2017 convertible debenture: As at May 15, 2017 (date of issuance) 288% 1.02% 0% 0.5 As at November 30, 2017 (mark-to-market) 338% 1.27% 0% 0.3 |
10. Share Purchase Warrants (Ta
10. Share Purchase Warrants (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Summary of Warrants Granted | Number of Weighted average exercise price Balance, November 30, 2015 and 2016 – – Issued 486,783 0.09 Cancelled (486,783 ) 0.09 Balance, November 30, 2017 – – |
11. Supplemental Disclosures (T
11. Supplemental Disclosures (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow supplemental disclosures | Year ended Year ended November 30, Non-cash investing and financing activities: Common shares issued for deferred compensation 490,000 – Common shares issued for settlement of related party debt 714,962 – Common shares issued to settle third party debt 127,462 – Common shares issued to settle outstanding payables – 25,000 Expenses paid by related parties that increased related party debt 19,500 2,064 Preferred shares issued to settle related party payables – 24,167 Preferred shares issued to settle related party debt – 48,453 Shares issued for prepaid expenses 40,000 – Warrants issued with debt 74,573 – Exercise of warrants 400 – Original issue discount 25,000 – Debt issuance costs 5,000 – Debt conversion feature 175,427 – Supplemental disclosures: Interest paid – – Income tax paid – – |
12. Income Taxes (Tables)
12. Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Income Taxes Tables | |
Schedule of Income Tax Provision | 2017 2016 $ Net loss before taxes (1,981,856 ) (170,176 ) Statutory rate 34% 34% Computed expected tax recovery (673,800 ) (57,900 ) Permanent differences and other 490,000 (68,100 ) Change in valuation allowance 183,800 126,000 Income tax provision – – |
Schedule of Deferred Income Tax Assets | 2017 2016 $ Deferred tax assets: Net operating losses carried forward 439,900 281,180 Accrued interest 5,900 500 Related party payables 20,900 32,000 Deferred tax liabilities: Accumulated depreciation above book value (3,300 ) – Deferred income tax assets 463,400 313,700 Valuation allowance (463,400 ) (313,700 ) Net deferred income tax asset – – |
1. Organization And Nature Of27
1. Organization And Nature Of Operations (Details Narrative) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Organization And Nature Of Operations | ||
Working capital | $ (951,880) | |
Accumulated deficit | $ (3,218,569) | $ (1,236,713) |
2. Summary Of Significant Acc28
2. Summary Of Significant Accounting Policies (Details - Property lives) | 12 Months Ended |
Nov. 30, 2017 | |
Computers and Equipment [Member] | |
Property useful lives | 3-5 years |
Furniture and Fixtures [Member] | |
Property useful lives | 5-10 years |
2. Summary Of Significant Acc29
2. Summary Of Significant Accounting Policies (Details - Fair value of derivatives) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Fair value of derviative liability | $ 453,005 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value of derviative liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value of derviative liability | $ 453,005 |
2. Summary Of Significant Acc30
2. Summary Of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Accounting Policies [Abstract] | ||
Deferred compensation | $ 165,853 | $ 0 |
Cash equivalents | $ 0 | $ 0 |
Potentially dilutive shares | 0 | 0 |
3. Deferred Compensation (Detai
3. Deferred Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Share-based compensation | $ 324,147 | $ 0 |
Deferred compensation | $ 165,853 | $ 0 |
Officers and Directors [Member] | ||
Stock issued for compensation, shares | 24,500,000 | |
Stock issued for compensation, value | $ 490,000 | |
Share-based compensation | $ 327,147 |
4. Equipment (Details)
4. Equipment (Details) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Property, Plant and Equipment [Abstract] | ||
Equipment, gross | $ 52,869 | $ 0 |
Accumulated amortization | 6,809 | 0 |
Equipment, net | $ 46,060 | $ 0 |
4. Equipment (Details Narrative
4. Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 5,389 | $ 0 |
5. Convertible Debenture (Detai
5. Convertible Debenture (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Debt face amount | $ 280,000 | |
Proceeds from convertible debt | 250,000 | $ 0 |
Payment of debt issuance costs | $ 30,000 | |
Debt stated interest percent | 10.00% | |
Debt maturity date | Nov. 30, 2017 | |
Convertible debenture carrying amount | $ 353,629 | 0 |
Unamortized discount | $ 0 | |
Default interest rate | 22.00% | |
Default penalty interest | $ 73,629 | $ 0 |
6. Derivative Liability (Detail
6. Derivative Liability (Details - Assumptions) | 5 Months Ended | 12 Months Ended |
May 15, 2017 | Nov. 30, 2017 | |
Date of Issuance [Member] | ||
Expected volatility | 288.00% | |
Risk-free interest rate | 1.02% | |
Expected dividend yield | 0.00% | |
Expected life (in years) | 6 months | |
Mark-to-Market [Member] | ||
Expected volatility | 338.00% | |
Risk-free interest rate | 1.27% | |
Expected dividend yield | 0.00% | |
Expected life (in years) | 3 months 18 days |
6. Derivative Liability (Deta36
6. Derivative Liability (Details - Fair value) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Fair value of derivative, beginning balance | $ 0 | |
Conversion feature | 175,427 | |
Change in fair value | 277,578 | $ 0 |
Fair value of derivative, ending balance | 453,005 | $ 0 |
Loss at Inception [Member] | ||
Change in fair value | 130,530 | |
Change in Fair Value [Member] | ||
Change in fair value | $ 147,048 |
7. Related Party Transations (D
7. Related Party Transations (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Related Party Transaction [Line Items] | ||
Shares issued for settlement of debt - related party, value | $ 714,962 | |
Loss on cancelation of acquisition | 53,297 | $ 0 |
Share-based compensation | 324,147 | 0 |
Deferred compensation | 165,853 | 0 |
Loan to related party | 20,000 | 0 |
Loss on collecting loan to related party | $ (20,000) | 0 |
Officers and Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for compensation, shares | 24,500,000 | |
Stock issued for compensation, value | $ 490,000 | |
Share-based compensation | 327,147 | |
Company Controlled by a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 48,367 | 249,835 |
Shares issued for settlement of debt - related party, shares | 1,387,970 | |
Shares issued for settlement of debt - related party, value | $ 249,835 | |
Former CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 17,000 | 0 |
Significant Shareholder 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 25,000 | 79,333 |
Shares issued for settlement of debt - related party, shares | 490,742 | |
Shares issued for settlement of debt - related party, value | $ 88,333 | |
Consulting expense | 177,295 | 36,000 |
Company Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 5,625 | 5,625 |
Company Controlled by a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 18,500 | 10,000 |
Significant Shareholder 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,064 | 2,064 |
Accrued interest | 82 | 15 |
Chief Operating Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 12,500 | 0 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 1,195 | 0 |
Spouse of a former significant shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 10,000 |
Shares issued for settlement of debt - related party, shares | 128,750 | |
Shares issued for settlement of debt - related party, value | $ 38,625 | |
Accrued interest | 254 | |
Company controlled by the former CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Loan to related party | 20,000 | |
Loss on collecting loan to related party | $ (20,000) |
8. Loans Payable (Details Narra
8. Loans Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Debt face value | $ 280,000 | |
Debt stated interest rate | 10.00% | |
Debt maturity date | Nov. 30, 2017 | |
Gain (loss) on settlement of debt | $ (93,050) | $ 0 |
Loan payable balance | $ 42,000 | 75,000 |
Loan Payable a [Member] | ||
Debt issuance date | Dec. 29, 2015 | |
Debt face value | $ 20,000 | |
Debt stated interest rate | 3.00% | |
Debt maturity date | Jun. 29, 2015 | |
Debt converted, shares issued | 965,625 | |
Debt converted, shares issued value | $ 77,250 | |
Debt converted, principal converted | 20,000 | |
Debt converted, interest converted | 966 | |
Gain (loss) on settlement of debt | $ (56,284) | |
Loan Payable b [Member] | ||
Debt issuance date | Apr. 19, 2016 | |
Debt face value | $ 3,000 | |
Debt stated interest rate | 3.00% | |
Debt maturity date | Oct. 19, 2016 | |
Debt converted, shares issued | 37,500 | |
Debt converted, shares issued value | $ 11,587 | |
Debt converted, principal converted | 3,000 | |
Debt converted, interest converted | 116 | |
Gain (loss) on settlement of debt | $ (8,471) | |
Loan Payable c [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 balance | $ 22,000 | 22,000 |
Accrued interest | $ 1,093 | 409 |
Loan Payable d [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 balance | $ 20,000 | 20,000 |
Accrued interest | $ 901 | $ 282 |
Loan Payable e [Member] | ||
Debt issuance date | Jun. 23, 2016 | |
Debt face value | $ 10,000 | |
Debt stated interest rate | 3.00% | |
Debt maturity date | Dec. 23, 2016 | |
Debt converted, shares issued | 125,000 | |
Debt converted, shares issued value | $ 38,625 | |
Debt converted, principal converted | 10,000 | |
Debt converted, interest converted | 331 | |
Gain (loss) on settlement of debt | $ (28,294) |
9. Common Shares (Details Narra
9. Common Shares (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Share consolidation | 100 old shares for 1 new share | |
Gain (loss) on settlement of debt | $ (93,050) | $ 0 |
Shares issued for deferred compensation-related party, value | 490,000 | |
Deferred compensation | 165,853 | 0 |
Proceeds from issuance of stock | 170,000 | 0 |
Payment of finder's fees | 12,000 | 0 |
Shares issued for consulting services, value | 60,000 | 42,500 |
Prepaid expenses | $ 41,908 | $ 0 |
Private Placement [Member] | ||
Date of event | Jul. 6, 2017 | |
Stock issued new, shares | 1,500,000 | |
Proceeds from issuance of stock | $ 120,000 | |
Payment of finder's fees | $ 12,000 | |
Sale of Stock [Member] | ||
Date of event | Oct. 20, 2017 | |
Stock issued new, shares | 250,000 | |
Proceeds from issuance of stock | $ 25,000 | |
Sale of Stock [Member] | ||
Date of event | Nov. 9, 2017 | |
Stock issued new, shares | 250,000 | |
Proceeds from issuance of stock | $ 25,000 | |
Deferred Compensation [Member] | ||
Date of event | Mar. 30, 2017 | |
Shares issued for deferred compensation-related party, shares | 10,000,000 | |
Shares issued for deferred compensation-related party, value | $ 200,000 | |
Deferred compensation | 65,205 | |
Compensation expense | $ 134,795 | |
Deferred Compensation [Member] | ||
Date of event | Mar. 30, 2017 | |
Shares issued for deferred compensation-related party, shares | 10,000,000 | |
Shares issued for deferred compensation-related party, value | $ 200,000 | |
Deferred compensation | 65,205 | |
Compensation expense | $ 134,795 | |
Deferred Compensation [Member] | ||
Date of event | Mar. 30, 2017 | |
Shares issued for deferred compensation-related party, shares | 1,500,000 | |
Shares issued for deferred compensation-related party, value | $ 30,000 | |
Deferred compensation | 9,171 | |
Compensation expense | $ 20,219 | |
Deferred Compensation [Member] | ||
Date of event | Mar. 30, 2017 | |
Shares issued for deferred compensation-related party, shares | 1,500,000 | |
Shares issued for deferred compensation-related party, value | $ 30,000 | |
Deferred compensation | 9,781 | |
Compensation expense | $ 20,219 | |
Consulting Services [Member] | ||
Date of event | Jun. 12, 2017 | |
Shares issued for consulting services, shares | 2,000,000 | |
Shares issued for consulting services, value | $ 40,000 | |
Prepaid expenses | $ 21,175 | |
Deferred Compensation [Member] | ||
Date of event | Jun. 13, 2017 | |
Shares issued for deferred compensation-related party, shares | 1,500,000 | |
Shares issued for deferred compensation-related party, value | $ 30,000 | |
Deferred compensation | 15,881 | |
Compensation expense | $ 14,119 | |
Consulting Services [Member] | ||
Date of event | Sep. 1, 2017 | |
Shares issued for consulting services, shares | 1,500,000 | |
Shares issued for consulting services, value | $ 30,000 | |
Consulting Services [Member] | ||
Date of event | Oct. 1, 2017 | |
Shares issued for consulting services, shares | 1,500,000 | |
Shares issued for consulting services, value | $ 30,000 | |
Conversion of Warrants [Member] | ||
Date of event | Oct. 23, 2017 | |
Shares issued from exercise of warrants, shares issued | 400,000 | |
Consulting Services [Member] | ||
Date of event | Nov. 30, 2017 | |
Compensation expense | $ 25,000 | |
Shares issued for consulting services, shares | 3,000,000 | |
Shares issued for consulting services, value | $ 300,000 | |
Conversion of Debt [Member] | ||
Date of event | Mar. 22, 2017 | |
Debt converted, shares issued | 490,742 | |
Debt converted, shares issued value | $ 176,667 | |
Debt converted, amount converted | 88,333 | |
Gain (loss) on settlement of debt | $ (88,334) | |
Conversion of Debt [Member] | ||
Date of event | Mar. 22, 2017 | |
Debt converted, shares issued | 1,387,970 | |
Debt converted, shares issued value | $ 499,670 | |
Debt converted, amount converted | 249,835 | |
Gain (loss) on settlement of debt | $ (249,835) | |
Conversion of Debt [Member] | ||
Date of event | Jul. 21, 2017 | |
Debt converted, shares issued | 553,625 | |
Debt converted, shares issued value | $ 166,088 | |
Debt converted, interest converted | 44,666 | |
Gain (loss) on settlement of debt | $ (121,422) |
10. Share Purchase Warrants (De
10. Share Purchase Warrants (Details) | 12 Months Ended |
Nov. 30, 2017$ / sharesshares | |
Equity [Abstract] | |
Warants outstanding, beginning balance | shares | 0 |
Warrants issued | shares | 486,783 |
Warrants cancelled | shares | (486,783) |
Warants outstanding, ending balance | shares | 0 |
Weighted average exercise price, beginning balance | $ / shares | |
Weighted average exercise price, warrants issued | $ / shares | 0.09 |
Weighted average exercise price, warrants cancelled | $ / shares | 0.09 |
Weighted average exercise price, ending balance | $ / shares | $ 0 |
10. Share Purchase Warrants (41
10. Share Purchase Warrants (Details Narrative) | 12 Months Ended |
Nov. 30, 2017USD ($)shares | |
Warrants issued | 486,783 |
Fair value of warrants issued | $ | $ 105,396 |
Warrant Exchange [Member] | |
Shares issued from exercise of warrants, shares issued | 400,000 |
11. Supplemental Disclosures (D
11. Supplemental Disclosures (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Non-cash investing and financing activities: | ||
Common shares issued for deferred compensation | $ 490,000 | $ 0 |
Common shares issued for settlement of related party debt | 714,962 | 0 |
Common shares issued to settle third party debt | 127,462 | 0 |
Common shares issued to settle outstanding payables | 0 | 25,000 |
Expenses paid by related parties that increased related party debt | 19,500 | 2,064 |
Preferred shares issued to settle related party payables | 0 | 24,167 |
Preferred shares issued to settle related party debt | 0 | 48,453 |
Shares issued for prepaid expenses | 40,000 | 0 |
Warrants issued with debt | 74,573 | 0 |
Exercise of warrants | 400 | 0 |
Original issue discount | 25,000 | 0 |
Debt issuance costs | 5,000 | 0 |
Debt conversion feature | 175,427 | 0 |
Interest paid | 0 | 0 |
Income tax paid | $ 0 | $ 0 |
12. Income Taxes (Details - Tax
12. Income Taxes (Details - Tax Provision) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Taxes Schedule Of Income Tax Provision Details | ||
Net loss before taxes | $ (1,981,856) | $ (170,176) |
Statutory rate | 34.00% | 34.00% |
Computed expected tax recovery | $ (673,800) | $ (57,900) |
Permanent differences | 490,000 | (68,100) |
Change in valuation allowance | 183,800 | 126,000 |
Income tax provision | $ 0 | $ 0 |
12. Income Taxes (Details - Def
12. Income Taxes (Details - Deferred Taxes) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Income Taxes Schedule Of Deferred Income Tax Assets Details | ||
Net operating losses carried forward | $ 439,900 | $ 281,180 |
Accrued interest | 5,900 | 500 |
Related party payables | 20,900 | 3,200 |
Deferred tax liability - Accumulated depreciation above book value | (3,300) | 0 |
Deferred tax assets, gross | 463,400 | 313,700 |
Valuation allowance | (463,400) | (313,700) |
Net deferred income tax asset | $ 0 | $ 0 |
12. Income Taxes (Details Narra
12. Income Taxes (Details Narrative) | 12 Months Ended |
Nov. 30, 2017USD ($) | |
Income Taxes Narrative Details | |
Net operating loss carryforward | $ 1,294,000 |
Net operating loss expiration date | Dec. 31, 2036 |