Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Apr. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Gala Pharmaceutical Inc. | |
Entity Central Index Key | 0001513403 | |
Document Type | 10-K | |
Document Period End Date | Nov. 30, 2018 | |
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 | Non-accelerated Filer | |
Entity Public Float | $ 2,684,306 | |
Entity Common Stock, Shares Outstanding | 99,422,976 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2018 | |
Entity Shell Company | false | |
Entity Emerging Growth | false | |
Entity Small Business | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2018 | Nov. 30, 2017 |
Current assets | ||
Cash | $ 116,198 | $ 7,767 |
Inventory | 0 | 2,241 |
Prepaid expenses | 0 | 41,908 |
Prepaid expenses - related parties | 69,000 | 10,000 |
Marketable securities | 41,800 | 0 |
Total current assets | 226,998 | 61,916 |
Equipment, net of accumulated depreciation | 35,160 | 46,060 |
Total assets | 262,158 | 107,976 |
Current liabilities | ||
Accounts payable and accrued liabilities | 82,275 | 34,556 |
Accounts payable and accrued liabilities - related party | 49,761 | 61,475 |
Deferred rent | 29,096 | 0 |
Due to related parties | 203,688 | 48,367 |
Loans payable | 42,000 | 42,000 |
Loans payable - related parties | 5,764 | 20,764 |
Warrant Liability | 5,694 | 0 |
Convertible note, net of discount of $76,903 and $nil, respectively | 244,477 | 353,629 |
Derivative liabilities | 458,109 | 453,005 |
Total liabilities | 1,120,864 | 1,013,796 |
Commitments and Contingencies | ||
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: 92,011,666 and 35,701,590 shares, respectively | 92,012 | 35,702 |
Additional paid-in capital | 4,290,722 | 2,417,400 |
Common stock issuable | 0 | 25,000 |
Deferred compensation | (117,021) | (165,853) |
Deficit | (5,077,446) | (3,218,569) |
Total stockholders' deficit | (811,233) | (905,820) |
Non-controlling interest | (47,473) | 0 |
Total stockholders' deficit attributable to Gala Pharmaceutical Inc. | (858,706) | (905,820) |
Total liabilities and stockholders' deficit | $ 262,158 | $ 107,976 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2018 | Nov. 30, 2017 |
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 | 92,011,666 | 35,701,590 |
Common stock, shares outstanding | 92,011,666 | 35,701,590 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 4,675 | $ 0 |
Cost of Revenue | 3,216 | 0 |
Gross Profit | 1,459 | 0 |
Operating expenses | ||
Consulting fees | 359,755 | 132,944 |
Consulting fee - related party | 895,494 | 364,733 |
Depreciation | 10,900 | 5,389 |
General and administrative | 264,821 | 89,740 |
General and administrative - related party | 103,405 | 187,393 |
Impairment of inventory | 2,241 | 0 |
Rent | 81,799 | 18,085 |
Total operating expenses | 1,718,415 | 798,284 |
Loss before other income (expense) | (1,716,956) | (798,284) |
Other income (expense) | ||
Change in fair value of derivative liabilities | (257,861) | (277,578) |
Interest expense | (74,459) | (393,107) |
Gain on sale of subsidiaries | 71,800 | 0 |
Gain (loss) on settlement of debt | 152,626 | (93,050) |
Loss on settlement of debt - related party | 0 | (366,540) |
Loss on dissolution of proposed acquisition | 0 | (53,297) |
Other income | 12,500 | 0 |
Settlement expense | (64,000) | 0 |
Unrealized loss on marketable securities | (30,000) | 0 |
Total other income (expense) | (189,394) | (1,183,572) |
Net loss | (1,906,350) | (1,981,856) |
Less: loss attributed to non-controlling interest | 47,473 | 0 |
Net loss to Gala Pharmaceuticals Inc. | $ (1,858,877) | $ (1,981,856) |
Net loss per share, basic and diluted | $ (0.03) | $ (0.09) |
Weighted average common shares outstanding, basic and diluted | 57,433,292 | 21,250,299 |
Consolidated Statements of Chan
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] | Noncontrolling Interest | Total |
Beginning balance, shares at Nov. 30, 2016 | 500,000 | 1,369,253 | ||||||
Beginning balance, value at Nov. 30, 2016 | $ 500 | $ 1,369 | $ 786,736 | $ 0 | $ 0 | $ (1,236,713) | $ 0 | $ (448,108) |
Shares issued for cash, shares | 2,000,000 | |||||||
Shares issued for cash, value | $ 2,000 | 168,000 | 170,000 | |||||
Shares issued for consulting services - related party, shares | 24,500,000 | |||||||
Shares issued for consulting services - related party, value | $ 24,500 | 465,500 | 490,000 | |||||
Shares issued for consulting services, shares | 3,000,000 | |||||||
Shares issued for consulting services, value | $ 3,000 | 57,000 | 60,000 | |||||
Shares issued for consulting services - prepaid, shares | 2,000,000 | |||||||
Shares issued for consulting services - prepaid, value | $ 2,000 | 38,000 | 40,000 | |||||
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 | 35,701,590 | ||||||
Ending balance, value at Nov. 30, 2017 | $ 500 | $ 35,702 | 2,417,400 | 25,000 | (165,853) | (3,218,569) | 0 | (905,820) |
Shares issued for cash, shares | 27,250,000 | |||||||
Shares issued for cash, value | $ 27,250 | 492,750 | 520,000 | |||||
Shares issued for consulting services - related party, shares | 13,416,667 | |||||||
Shares issued for consulting services - related party, value | $ 13,417 | 466,083 | 479,500 | |||||
Shares issued for consulting services, shares | 11,500,000 | |||||||
Shares issued for consulting services, value | $ 11,500 | 548,500 | (25,000) | 535,000 | ||||
Shares issued for settlement of debt, shares | 4,143,409 | |||||||
Shares issued for settlement of debt, value | $ 4,143 | 365,989 | 370,132 | |||||
Deferred compensation | 48,832 | 48,832 | ||||||
Net loss for the year | (1,858,877) | (47,473) | (1,906,350) | |||||
Ending balance, shares at Nov. 30, 2018 | 500,000 | 92,011,666 | ||||||
Ending balance, value at Nov. 30, 2018 | $ 500 | $ 92,012 | $ 4,290,722 | $ 0 | $ (117,021) | $ (5,077,446) | $ (47,473) | $ (858,706) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Operating activities | ||
Net loss for the year | $ (1,906,350) | $ (1,981,856) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note | 3,097 | 250,000 |
Amortization of debt issuance costs | 0 | 30,000 |
Change in fair value of derivative liability | 257,861 | 277,578 |
Common shares issued for services and compensation - related party | 479,500 | 324,147 |
Common shares issued for services | 583,832 | 60,000 |
Common shares issuable for services | 0 | 25,000 |
Depreciation | 10,900 | 5,389 |
Gain on sale of subsidiaries | (71,800) | 0 |
Impairment of inventory | 2,241 | 0 |
Loss on uncollectibility of loan receivable | 0 | 20,000 |
Loss on dissolution of proposed acquisition | 0 | 53,297 |
Loss on settlement of related party debt | 0 | 366,540 |
Loss (gain) on settlement of debt | (152,626) | 93,050 |
Penalty interest on default of convertible note | 0 | 73,629 |
Unrealized loss on marketable securities | 30,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 41,908 | (1,908) |
Prepaid expenses - related party | (59,000) | (10,000) |
Accounts payable and accrued liabilities | 125,471 | 35,417 |
Accounts payable and accrued liabilities - related party | (11,714) | 56,022 |
Deferred rent | 29,096 | 0 |
Warrant Liability | 5,694 | 0 |
Net cash used in operating activities | (631,890) | (323,695) |
Investing activities | ||
Loan issued to related party | 0 | (20,000) |
Purchase of equipment | 0 | (104,746) |
Net cash used in investing activities | 0 | (124,746) |
Financing activities | ||
Proceeds from related party operating advances | 155,321 | 28,867 |
Proceeds from convertible note | 80,000 | 250,000 |
Proceeds from issuance of common shares | 520,000 | 170,000 |
Payment of finder's fee | 0 | (12,000) |
Proceeds from loan payable - related party | 0 | 8,500 |
Repayments of loan payable - related party | (15,000) | 0 |
Net cash provided by financing activities | 740,321 | 445,367 |
Increase (decrease) in cash | 108,431 | (3,074) |
Cash, beginning of period | 7,767 | 7,767 |
Cash, end of period | $ 116,198 | $ 7,767 |
1. Organization And Nature Of O
1. Organization And Nature Of Operations | 12 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Gala Pharmaceutical 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 SOPs. 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 of November 30, 2018, the Company has a working capital deficit of $893,866 and an accumulated deficit of $5,077,446. 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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 subsidiaries: 51% ownership of Gala Pharmaceutical (California), Inc. (“Gala California”) from February 7, 2018 (date of incorporation) to current date, and 100% ownership of Cannabis Ventures Inc. (USA), Cannabis Ventures Inc. (Canada), and CBD Life, Inc. until the sale of these subsidiaries on June 20, 2018. All inter-company transactions and balances have been eliminated on consolidation and the proportionate net income/loss on the 49% non-controlling interest has been deducted from the Company’s net loss on the consolidated statement of operations commencing with a corresponding entry within stockholders’ deficit. (c) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the 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. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of November 30, 2018 and 2017, there were no cash equivalents. (e) Equipment Equipment is comprised of machinery and is recorded at the lower of cost or net book value and amortized on a straight-line basis over an estimated useful life of three to five years. (f) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. GRNH shares are quoted on the OTC Markets Pink Sheets. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, marketable securities, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, loans payable, loans payable – related parties, convertible debt, derivative liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis (see footnote 2(f) - ASC 820, Fair Value Measurements and Disclosures) Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,694 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,803 ) (287,861 ) The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2017, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Derivative liabilities – – (453,005 ) (277,578 ) Total – – (453,005 ) (277,578 ) (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) Marketable Securities Marketable securities consist of common shares of a publicly-traded company and are available-for-sale. The marketable securities are recorded at its fair value, with any corresponding unrealized gains and losses recorded in the statement of operations. (i) Revenue Recognition The Company recognizes and accounts for revenue in accordance with ASC 606 as a principal on the sale of goods. Pursuant to ASC 606 , (j) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (k) Comprehensive Loss ASC 220, Comprehensive Income (l) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share (m) 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. Fair value of warrant liability is based on using the Black-Scholes Model. (n) 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. (o) Concentration of Credit Risk The Company may hold balances that are in excess of FDIC insured limits. As of November 30, 2018 and 2017, the Company had no uninsured balances. (p) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the new guidance. In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact of the new guidance. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases (p) Recent Accounting Pronouncements In January 2016, the FASB issued new guidance which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments (other than those that are consolidated or accounted under the equity method) which will be measured at fair value through earnings. The new guidance is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017, with early adoption permitted only for certain provisions. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In May 2014, the FASB issued their converged standard on revenue recognition, Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” Revenue from Contracts with Customers (Topic 606 Deferral of the Effective Date, 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. Sale of Subsidiaries
3. Sale of Subsidiaries | 12 Months Ended |
Nov. 30, 2018 | |
Business Combinations [Abstract] | |
Sale of Subsidiaries | 3. Sale of Subsidiaries On June 20, 2018, the Company approved the sale of its wholly-owned subsidiaries, Cannabis Ventures, Inc. (USA) and Cannabis Ventures, Inc. (Canada) including any and all of its rights, title and interest in exchange for 2,000,000 common shares of Greengro Technologies Inc., a company with common shareholders, at the fair value of $71,800, which has been recorded as a gain on sale of subsidiaries since the subsidiaries had no assets or liabilities. |
4. Deferred Compensation
4. Deferred Compensation | 12 Months Ended |
Nov. 30, 2018 | |
Retirement Benefits [Abstract] | |
Deferred Compensation | 4. 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, 2018, the Company issued 6,000,000 (2017 - 24,500,000) common shares with a fair value of $232,500 (2017 - $490,000) for compensation of which $281,334 (2017 - $324,146) was expensed during the period and the remaining $117,021 (2017 - $165,853) was recorded as deferred compensation within shareholders’ equity. |
5. Equipment
5. Equipment | 12 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 5. Equipment Cost Accumulated amortization November 30, November 30, Machinery 51,449 16,289 35,160 46,060 During the year ended November 30, 2018, the Company recorded $10,900 (2017 - $5,389) of depreciation expense. As of November 30, 2018, the Company recorded accumulated amortization of $16,289 (2017 - $6,809). |
6. Convertible Debenture
6. Convertible Debenture | 12 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debenture | 6. Convertible Debentures (a) 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 (b) On June 6, 2018, the Company issued a callable secured convertible note for $15,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on June 1, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum. In addition to the note, the Company also issued 30,000 share purchase warrants which entitles the note holder to acquire 30,000 common shares at $0.01 per common share for a period of seven years. The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging (c) On July 24, 2018, the Company issued a callable secured convertible note for $15,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on June 1, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum. In addition to the note, the Company also issued 30,000 share purchase warrants which entitles the note holder to acquire 30,000 common shares at $).01 per common share for a period of seven years. The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging (d) On November 10, 2018, the Company issued a callable secured convertible note for $50,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on November 10, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum. The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging |
7. Derivative Liability
7. Derivative Liability | 12 Months Ended |
Nov. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 7. Derivative Liability The Company records the fair value of the conversion price of the convertible debentures, as disclosed in Note 6, in accordance with ASC 815, Derivatives and Hedging The following inputs and assumptions were used to value the derivative liabilities outstanding during the years ended November 30, 2018 and 2017, assuming no dividend yield: November 30, November 30, Expected volatility 485% 338% Risk free rate 2.52% 1.27% Expected life (in years) 0.5 0.3 A summary of the activity of the derivative liability is shown below: $ Balance, November 30, 2017 453,005 Derivative loss due to new issuances 122,114 Adjustment for conversion (374,871 ) Mark to market adjustment 257,861 Balance, November 30, 2018 458,109 |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Nov. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions a) As of November 30, 2018, the Company owed $203,688 (2017 - $48,367) to a company controlled by a significant shareholder of the Company to fund payment of operating expenditures. During the year ended November 30, 2018, the Company received an additional $75,000 of financing. The amount owed is unsecured, non-interest bearing, and due on demand. b) As of November 30, 2018, the Company owed $43,000 (2017 - $25,000) 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, 2018, the Company incurred $103,405 (2017 - $177,295) of consulting expense relating to services provided to the Company. c) As of November 30, 2018, the Company owed $5,625 (2017 - $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. d) As of November 30, 2018, the Company owed $2,064 (2017 - $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 of November 30, 2018, accrued interest of $129 (2017 - $82) has been included in accounts payable and accrued liabilities, related parties. e) As of November 30, 2018, the Company owed $3,500 (2017 - $18,500) 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 of November 30, 2018, the Company owed $6,560 (2017 - $1,195) to the Chief Executive Officer of the Company. During the year ended November 30, 2018, the Company incurred $476,429 (2017 - $nil) of compensation costs. During the year ended November 30, 2018, the Company issued 5,000,000 common shares with a fair value of $200,000 as bonus compensation, and 1,500,000 common shares with a fair value of $112,500 as part of his management agreement. g) As of November 30, 2018, the Company prepaid $27,000 (2017 - $nil) of prepaid rent to a shareholder that holds 49% interest of Gala California. The amounts owed are unsecured, non-interest bearing, and due on demand. h) During the year ended November 30, 2018, the Company issued 6,000,000 (2017 - 24,500,000) common shares with a fair value of $232,500 (2017 - $490,000) to officers and directors of the Company as compensation for services for a period of one year. As of November 30, 2018, the Company recorded $117,020 (2017 - $165,853) as deferred compensation within shareholders’ equity. During the year ended November 30, 2018, the Company recorded $281,334 (2017 - $324,147) of compensation expense. |
9. Loans Payable
9. Loans Payable | 12 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | 9. Loans Payable a) 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. This note is past due and payable on demand. As of November 30, 2018, the outstanding balance of the promissory note was $22,000 (2017 - $22,000). b) 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. This note is past due and payable on demand As of November 30, 2018, the outstanding balance of the promissory note was $20,000 (2017 - $20,000). |
10. Common Shares
10. Common Shares | 12 Months Ended |
Nov. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Common Shares | 10. Common Shares Stock transactions for the year ended November 30, 2018: (a) On December 7, 2017, the Company issued 209,727 common shares with a fair value of $56,773 to settle convertible debentures of $30,000 and derivative liability of $50,993 resulting in a gain on settlement of debt of $24,220. (b) On January 11, 2018, the Company issued 5,000,000 common shares with a fair value of $200,000 to the Chief Executive Officer of the Company as a performance bonus. (c) On February 1, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 for consulting services for a period twelve months from the date of issuance. (d) On February 2, 2018, the Company issued 3,000,000 common shares, which were issuable at November 30, 2017, for consulting services with a fair value of $300,000. (e) On February 2, 2018, the Company issued 618,684 common shares with a fair value of $49,495 to settle convertible debentures of $30,000 and derivative liability of $43,021 resulting in a gain on settlement of debt of $23,526. (f) On February 13, 2018, the Company issued 758,284 common shares with a fair value of $41,478 to settle convertible debentures of $30,000 and derivative liability of $35,246 resulting in a gain on settlement of debt of $23,768. (g) On February 26, 2018, the Company issued 846,860 common shares with a fair value of $50,812 to settle convertible debentures of $30,000 and derivative liability of $44,041 resulting in a gain on settlement of debt of $23,229. (h) On April 6, 2018 the Company cancelled 583,333 common shares which was returned by the former Chief Executive Officer of the Company and reversed a cancellation of 1,500,000 common shares to the former Chief Executive Officer of the Company (i) On April 18, 2018, the Company issued 5,000,000 common shares to an individual who holds 49% interest in Gala California for proceeds of $200,000. (j) On May 14, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 to a director of the Company for consulting services for a period of one year. (k) On June 19, 2018, 1,500,000 common shares with a fair value of $60,000 for consulting services for a period of one year. (l) On July 3, 2018, the Company issued 653,125 common shares with a fair value of $71,844 to settle convertible debentures of $30,000 and derivative liability of $65,537 resulting in a gain on settlement of debt of $23,693. (m) On August 28, 2018, the Company issued 500,000 common shares for proceeds of $20,000. (n) On August 28, 2018, the Company issued 1,000,000 common shares to a consultant for services with a fair value of $50,000. (o) On September 2, 2018, the Company issued 2,500,000 common shares for proceeds of $50,000. (p) On September 13, 2018, the Company issued 8,250,000 common shares for proceeds of $165,000. (q) On September 19, 2018, the Company issued 3,000,000 common shares with a fair value of $142,500 for consulting services, which included 1,500,000 common shares with a fair value of $112,500 to the Chief Executive Officer and Director of the Company. (r) On September 19, 2018, the Company issued 2,250,000 common shares for proceeds of $45,000. (s) On September 23, 2018, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (t) On September 28, 2018, the Company issued 2,500,000 common shares for proceeds of $25,000, including 2,000,000 common shares to an individual with a 49% interest in Gala California. (u) On September 29, 2018, the Company issued 250,000 common shares for proceeds of $5,000. (v) On October 11, 2018, the Company issued 487,626 common shares with a fair value of $48,568 for the settlement of convertible debentures of $20,000 and derivative liability of $45,429 resulting in a gain on settlement of debt of $16,861. (w) On October 15, 2018, the Company issued 500,000 common shares for proceeds of $10,000. (x) On October 31, 2018, the Company issued 3,000,000 common shares with a fair value of $60,000 to officers and directors of the Company for compensation services. (y) On November 1, 2018, the Company issued 5,500,000 common shares as part of a repricing of common shares issued for cash on April 18, 2018 and August 28, 2018, which included 5,000,000 common shares issued to an individual who holds 49% interest in Gala California. (z) On November 13, 2018, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (aa) On November 26, 2018, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (bb) On November 26, 2018, the Company issued 569,103 common shares with a fair value of $51,162 for the settlement of $20,000 of convertible debt and derivative liability of $48,490 resulting in a gain on settlement of debt of $17,328. Stock transactions for the year ended November 30, 2017: (cc) 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. (dd) 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 director 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. (ee) 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 director 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. (ff) On March 30, 2017, the Company issued 10,000,000 common shares with a fair value of $200,000 to a director of the Company for compensation services for a period of twelve months from the date of issuance. As of August 31, 2017, deferred compensation of $115,068 has been recorded in deferred compensation. (gg) On March 30, 2017, the Company issued 10,000,000 common shares with a fair value of $200,000 to a director of the Company for compensation services for a period of twelve months from the date of issuance. As of August 31, 2017, deferred compensation of $115,068 has been recorded in deferred compensation. Stock transactions for the year ended November 30, 2017: (hh) 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 of August 31, 2017, deferred compensation of $17,260 has been recorded in deferred compensation. (ii) On March 30, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to an officer of the Company for compensation services for a period of twelve months from the date of issuance. As of August 31, 2017, deferred compensation of $17,260 has been recorded in prepaid expense. (jj) On May 17, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to the Chief Executive Officer of the Company for compensation services for a period of twelve months from the date of issuance. As of November 30, 2017, the common shares were returnable to the Company. (kk) On May 17, 2017, the Company issued 5,000,000 common shares with a fair value of $30,000 to a company controlled by the Chief Executive Officer of the Company for the purchase of intangible assets. As of November 30, 2017, the common shares were returned to the Company. (ll) 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. (mm) 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. (nn) On June 13, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 to the Chief Operating Officer of the Company for compensation services for a period of twelve months from the date of issuance. As of August 31, 2017, deferred compensation of $23,361 has been recorded in deferred compensation. (oo) 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. (pp) On September 1, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (qq) On October 1, 2017, the Company issued 1,500,000 common shares with a fair value of $30,000 for consulting services. (rr) On October 20, 2017, the Company issued 250,000 common shares at $0.10 per share for proceeds of $25,000. (ss) 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. (tt) On November 9, 2017, the Company issued 250,000 common shares at $0.10 per share for proceeds of $25,000. (uu) 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. |
11. Share Purchase Warrants
11. Share Purchase Warrants | 12 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Share Purchase Warrants | 11. Share Purchase Warrants During the year ended November 30, 2018, the Company issued 60,000 share purchase warrants as part of the issuance of convertible debentures. The fair value of the share purchase warrants was $5,694, calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 216%, expected life of 7 years, and a risk free rate of 2.89%. Number of Weighted average exercise price Balance, November 30, 2016 and 2017 – – Issued 60,000 0.01 Balance, November 30, 2018 60,000 0.01 |
12. Supplemental Disclosures
12. Supplemental Disclosures | 12 Months Ended |
Nov. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | 12. Supplemental Disclosures Year ended Year ended November 30, Non-cash investing and financing activities: Common shares issued for deferred compensation 232,500 490,000 Common shares issued for settlement of related party debt – 714,962 Common shares issued to settle third party debt 370,131 127,462 Common shares issued for prepaid services 335,000 40,000 Debt conversion feature 162,074 175,427 Expenses paid by related parties that increased related party debt – 19,500 Original issue discount – 25,000 Warrants issued with debt 5,694 74,573 Supplemental disclosures: Interest paid – – Income tax paid – – |
13. Income Taxes
13. Income Taxes | 12 Months Ended |
Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes As of November 30, 2018, the Company has $2,915,300 of net operating losses carried forward to offset taxable income through fiscal 2037. No tax benefit has been reported during the years ended November 30, 2018 and 2017 as the potential tax benefit is offset by a valuation allowance as there is uncertainty as to whether the Company can be profitable in the future to utilize tax losses. Net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur in the future, net operating losses carryfoward may be limited as to use in future years. 2018 2017$ Net loss before taxes (1,858,877 ) (1,981,856 ) Statutory rate 21% 34% Computed expected tax recovery (390,400 ) (673,830 ) Permanent differences and other 34,100 490,000 Change in enacted tax rates 168,200 – Change in valuation allowance 188,100 183,800 Income tax provision – – The significant components of deferred income tax assets and liabilities at November 30, 2018 and 2017 are as follows: 2018 2017 Net operating losses carried forward 643,100 439,900 Accrued interest 1,100 5,900 Related party payables 10,400 20,900 Accumulated depreciation above book value (1,800 ) (3,300 ) Valuation allowance (652,800 ) (463,400 ) Net deferred income tax asset – – |
14. Commitments and Contingenci
14. Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies (a) On May 1, 2018, Gala California, a 51% owned subsidiary of the Company, entered into a lease agreement with an individual who holds a 49% interest in Gala California to lease a commercial building in Long Beach, California. Under the terms of the lease agreement, the Company is committed to the following minimum lease payments: Fiscal year ended $ November 30, 2019 110,520 November 30, 2020 114,941 November 30, 2021 119,538 November 30, 2022 124,320 November 30, 2023 52,644 Total minimum lease payments 521,963 During the year ended November 30, 2018, the Company recorded rent expense of $81,799 (2017 - $18,085). (b) As of November 30, 2018, the Company is subject of a civil action relating to a former consultant for a breach of contract. In April 2019, the Company anticipates a settlement agreement of this action. The Company has accrued $64,000 as part of the settlement amount at November 30, 2018. |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Nov. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through to the date of issuance of the financial statements, and did not have any material recognizable subsequent events after November 30, 2018 with the exception of the following: (a) On December 5, 2018, the Company issued 500,000 common shares for proceeds of $25,000. (b) On December 31, 2018, the Company issued 1,500,000 common shares for consulting services to a director of the company. (c) On January 7, 2019, the Company issued 1,186,310 common shares for the conversion of $20,000 of loan payable (d) On February 5, 2019, the Company entered into a convertible note agreement for $5,000. The note is unsecured, bears interest at 12% per annum, and is due on February 5, 2020. The note is convertible into common shares at the lower of: (i) $0.04 per share; or (ii) 50% of the lowest three trading prices in the twenty day trading period leading up to the date of conversion. In addition, the Company granted 10,000 share purchase warrants to the note holder with an exercise price of $0.01 per share until February 5, 2026. (c) On February 8, 2019, the Company entered into a convertible note agreement for $210,000. The note is unsecured, bears interest at 8% per annum, and is due on January 30, 2020. The note is convertible into common shares at 62% of the average two lowest trading prices in the twenty trading days leading up to the date of conversion. (d) On March 19, 2019, the Company issued 1,500,000 common shares for proceeds of $75,000. (e) On March 19, 2019, the Company issued 1,000,000 common shares for consulting services to a non-related party. (f) On March 19, 2019, the Company issued 1,725,000 common shares for the conversion of $1,725 of loan payable. (g) Subsequent to November 30, 2018, the Company has paid $104,904 to the contractor for the build-out of the Testing Lab. The build-out is scheduled to be completed by May 19, 2019. |
2. Summary Of Significant Acc_2
2. Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2018 | |
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 subsidiaries: 51% ownership of Gala Pharmaceutical (California), Inc. (“Gala California”) from February 7, 2018 (date of incorporation) to current date, and 100% ownership of Cannabis Ventures Inc. (USA), Cannabis Ventures Inc. (Canada), and CBD Life, Inc. until the sale of these subsidiaries on June 20, 2018. All inter-company transactions and balances have been eliminated on consolidation and the proportionate net income/loss on the 49% non-controlling interest has been deducted from the Company’s net loss on the consolidated statement of operations commencing with a corresponding entry within stockholders’ deficit. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the 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. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents 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, 2018 and 2017, there were no cash equivalents. |
Financial Instruments | (f) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. GRNH shares are quoted on the OTC Markets Pink Sheets. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, marketable securities, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, loans payable, loans payable – related parties, convertible debt, derivative liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis (see footnote 2(f) - ASC 820, Fair Value Measurements and Disclosures) Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,694 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,803 ) (287,861 ) The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2017, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Derivative liabilities – – (453,005 ) (277,578 ) Total – – (453,005 ) (277,578 ) |
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 |
Marketable Securities | (h) Marketable Securities Marketable securities consist of common shares of a publicly-traded company and are available-for-sale. The marketable securities are recorded at its fair value, with any corresponding unrealized gains and losses recorded in the statement of operations. |
Revenue Recognition | (i) Revenue Recognition The Company recognizes and accounts for revenue in accordance with ASC 606 as a principal on the sale of goods. Pursuant to ASC 606 , |
Stock-Based Compensation | (j) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation |
Comprehensive Loss | (k) Comprehensive Loss ASC 220, Comprehensive Income |
Basic and Diluted Net Loss Per Share | (l) 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 | (m) 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. Fair value of warrant liability is based on using the Black-Scholes Model. |
Benefical Conversion Features | (n) 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. |
Concentration of Credit Risk | (o) Concentration of Credit Risk The Company may hold balances that are in excess of FDIC insured limits. As of November 30, 2018 and 2017, the Company had no uninsured balances. |
Recent Accounting Pronouncements | (p) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the new guidance. In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact of the new guidance. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases In January 2016, the FASB issued new guidance which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments (other than those that are consolidated or accounted under the equity method) which will be measured at fair value through earnings. The new guidance is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017, with early adoption permitted only for certain provisions. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In May 2014, the FASB issued their converged standard on revenue recognition, Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606)” Revenue from Contracts with Customers (Topic 606 Deferral of the Effective Date, 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 Acc_3
2. Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Accounting Policies [Abstract] | |
Fair value of derivative liability | Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,694 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,803 ) (287,861 ) Level 1 Level 2 Level 3 Total gains and (losses) Derivative liabilities – – (453,005 ) (277,578 ) Total – – (453,005 ) (277,578 ) |
5. Equipment (Tables)
5. Equipment (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Cost Accumulated amortization November 30, November 30, Machinery 51,449 16,289 35,160 46,060 |
7. Derivative Liability (Tables
7. Derivative Liability (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Assumptions used | November 30, November 30, Expected volatility 485% 338% Risk free rate 2.52% 1.27% Expected life (in years) 0.5 0.3 |
Schedule of Derivative Liabilities | $ Balance, November 30, 2017 453,005 Derivative loss due to new issuances 122,114 Adjustment for conversion (374,871 ) Mark to market adjustment 257,861 Balance, November 30, 2018 458,109 |
11. Share Purchase Warrants (Ta
11. Share Purchase Warrants (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Summary of Warrants Granted | Number of Weighted average exercise price Balance, November 30, 2016 and 2017 – – Issued 60,000 0.01 Balance, November 30, 2018 60,000 0.01 |
12. Supplemental Disclosures (T
12. Supplemental Disclosures (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
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 232,500 490,000 Common shares issued for settlement of related party debt – 714,962 Common shares issued to settle third party debt 370,131 127,462 Common shares issued for prepaid services 335,000 40,000 Debt conversion feature 162,074 175,427 Expenses paid by related parties that increased related party debt – 19,500 Original issue discount – 25,000 Warrants issued with debt 5,694 74,573 Supplemental disclosures: Interest paid – – Income tax paid – – |
13. Income Taxes (Tables)
13. Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | 2018 2017$ Net loss before taxes (1,858,877 ) (1,981,856 ) Statutory rate 21% 34% Computed expected tax recovery (390,400 ) (673,830 ) Permanent differences and other 34,100 490,000 Change in enacted tax rates 168,200 – Change in valuation allowance 188,100 183,800 Income tax provision – – |
Schedule of Deferred Income Tax Assets and Liabilities | 2018 2017 Net operating losses carried forward 643,100 439,900 Accrued interest 1,100 5,900 Related party payables 10,400 20,900 Accumulated depreciation above book value (1,800 ) (3,300 ) Valuation allowance (652,800 ) (463,400 ) Net deferred income tax asset – – |
14. Commitments and Contingen_2
14. Commitments and Contingencies (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease payments | Fiscal year ended $ November 30, 2019 110,520 November 30, 2020 114,941 November 30, 2021 119,538 November 30, 2022 124,320 November 30, 2023 52,644 Total minimum lease payments 521,963 |
1. Organization And Nature Of_2
1. Organization And Nature Of Operations (Details Narrative) - USD ($) | Nov. 30, 2018 | Nov. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ (893,866) | |
Accumulated deficit | $ (5,077,446) | $ (3,218,569) |
2. Summary Of Significant Acc_4
2. Summary Of Significant Accounting Policies (Details - Fair value of derivatives) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Fair value of derivative liabilities | $ 458,109 | $ 453,005 |
Fair Value Measurements Recurring [Member] | ||
Gain (loss) on derivative liability | (287,861) | (277,578) |
Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Gain (loss) on derivative liability | (30,000) | |
Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Gain (loss) on derivative liability | 0 | |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Gain (loss) on derivative liability | (257,861) | (277,578) |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | ||
Fair value of derivative liabilities | 41,800 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Fair value of derivative liabilities | 41,800 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | 0 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Fair value of derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements Recurring [Member] | ||
Fair value of derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Fair value of derivative liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Fair value of derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | ||
Fair value of derivative liabilities | (463,803) | (453,005) |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Fair value of derivative liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | (5,694) | |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Fair value of derivative liabilities | $ (458,109) | $ (453,005) |
2. Summary Of Significant Acc_5
2. Summary Of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Property useful lives | 3-5 years | |
Potentially dilutive shares | 12,254,104 | 2,659,468 |
3. Sale of Subsidiaries (Detail
3. Sale of Subsidiaries (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Jun. 20, 2018 | |
Gain on sale of subsidiaries | $ 71,800 | $ 0 | |
Greengro Technologies [Member] | |||
Stock received on sale of subsidiary | 2,000,000 | ||
Cannabis Ventures [Member] | |||
Proceeds from sale of subsidiary | 71,800 | ||
Gain on sale of subsidiaries | $ 71,800 |
4. Deferred Compensation (Detai
4. Deferred Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Deferred compensation | $ 117,021 | $ 165,853 |
Officers and Directors [Member] | ||
Stock issued for compensation, shares | 6,000,000 | 24,500,000 |
Stock issued for compensation, value | $ 232,500 | $ 490,000 |
Share-based compensation | $ 281,334 | $ 324,146 |
5. Equipment (Details)
5. Equipment (Details) - USD ($) | Nov. 30, 2018 | Nov. 30, 2017 |
Property, Plant and Equipment [Abstract] | ||
Equipment, gross | $ 51,449 | |
Accumulated amortization | 16,289 | |
Equipment, net | $ 35,160 | $ 46,060 |
5. Equipment (Details Narrative
5. Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,900 | $ 5,389 |
6. Convertible Debenture (Detai
6. Convertible Debenture (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Proceeds from convertible debt | $ 80,000 | $ 250,000 |
Default penalty interest | $ 0 | 73,629 |
Convertible Debentures 1 [Member] | ||
Debt issuance date | May 15, 2017 | |
Proceeds from convertible debt | 280,000 | |
Payment of debt issuance costs | $ 30,000 | |
Debt stated interest percent | 10.00% | |
Debt maturity date | Nov. 30, 2017 | |
Default penalty interest | $ 73,629 | |
Debt converted, shares issued | 4,143,409 | |
Debt converted, amount converted | $ 112,249 | |
Debt converted, interest converted | 77,751 | |
Convertible debenture carrying amount | $ 241,380 | 353,629 |
Convertible Debentures 2 [Member] | ||
Debt issuance date | Jun. 6, 2018 | |
Debt face amount | $ 15,000 | |
Proceeds from convertible debt | $ 15,000 | |
Debt stated interest percent | 12.00% | |
Debt maturity date | Jun. 1, 2019 | |
Convertible debenture carrying amount | $ 1,675 | 0 |
Unamortized discount | $ 13,325 | $ 0 |
Convertible Debentures 3 [Member] | ||
Debt issuance date | Jul. 24, 2018 | |
Debt face amount | $ 15,000 | |
Proceeds from convertible debt | $ 15,000 | |
Debt stated interest percent | 12.00% | |
Debt maturity date | Jun. 1, 2019 | |
Convertible debenture carrying amount | $ 1,089 | |
Unamortized discount | $ 13,911 | |
Convertible Debentures 4 [Member] | ||
Debt issuance date | Nov. 10, 2018 | |
Debt face amount | $ 50,000 | |
Proceeds from convertible debt | $ 50,000 | |
Debt stated interest percent | 12.00% | |
Debt maturity date | Nov. 10, 2019 | |
Convertible debenture carrying amount | $ 333 | |
Unamortized discount | $ 49,667 |
7. Derivative Liability (Detail
7. Derivative Liability (Details - Assumptions) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Measurement Input Price Volatility [Member] | ||
Fair value measurements | 485% | 338% |
Measurement Input Risk Free Interest Rate [Member] | ||
Fair value measurements | 2.52% | 1.27% |
Measurement Input Expected Term [Member] | ||
Fair value measurements | 0.5 years | 0.3 years |
7. Derivative Liability (Deta_2
7. Derivative Liability (Details - Fair value) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative, beginning balance | $ 453,005 |
Derivative loss due to new issuances | 122,114 |
Adjustment for conversion | (374,871) |
Mark to market adjustment | 257,861 |
Fair value of derivative, ending balance | $ 458,109 |
8. Related Party Transations (D
8. Related Party Transations (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 203,688 | $ 48,367 |
Accounts payable related parties | 49,761 | 61,475 |
Proceeds from related party | 0 | 8,500 |
Deferred compensation equity | 117,021 | 165,853 |
Company Controlled by a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 203,688 | 48,367 |
Proceeds from related party | 75,000 | |
Significant Shareholder 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable related parties | 43,000 | 25,000 |
Company Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable related parties | 5,625 | 5,625 |
Significant Shareholder 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable related parties | 64 | 2,064 |
Accrued interest | 129 | 82 |
Company Controlled by a Significant Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 3,500 | 18,500 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 6,560 | 1,195 |
Compensation costs | $ 476,429 | 0 |
Chief Executive Officer [Member] | Bonus Compensation [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for compensation, shares | 5,000,000 | |
Stock issued for compensation, value | $ 200,000 | |
Chief Executive Officer [Member] | Management Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Stock issued for compensation, shares | 1,500,000 | |
Stock issued for compensation, value | $ 112,500 | |
Shareholder that owns 49% [Member] | ||
Related Party Transaction [Line Items] | ||
Prepaid rent | 27,000 | 0 |
Officers and Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Compensation costs | $ 281,334 | $ 324,147 |
Stock issued for compensation, shares | 6,000,000 | 24,500,000 |
Stock issued for compensation, value | $ 232,500 | $ 490,000 |
Deferred compensation equity | $ 117,020 | $ 165,853 |
9. Loans Payable (Details Narra
9. Loans Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Loan payable balance | $ 42,000 | $ 42,000 |
Loan Payable 1 [Member] | ||
Debt issuance date | Apr. 22, 2016 | |
Debt face value | $ 22,000 | |
Debt stated interest rate | 3.00% | |
Loan payable balance | $ 22,000 | 22,000 |
Loan Payable 2 [Member] | ||
Debt issuance date | Jun. 3, 2016 | |
Debt face value | $ 20,000 | |
Debt stated interest rate | 3.00% | |
Loan payable balance | $ 20,000 | $ 20,000 |
10. Common Shares (Details Narr
10. Common Shares (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Gain (loss) on settlement of debt | $ 152,626 | $ (93,050) |
Proceeds from issuance of stock | 520,000 | 170,000 |
Stock issued for services, value | $ 535,000 | $ 60,000 |
Stock sale [Member] | ||
Stock issued new, shares | 500,000 | |
Proceeds from issuance of stock | $ 20,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 2,500,000 | |
Proceeds from issuance of stock | $ 50,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 8,250,000 | |
Proceeds from issuance of stock | $ 165,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 2,250,000 | |
Proceeds from issuance of stock | $ 45,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 2,500,000 | |
Proceeds from issuance of stock | $ 25,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 250,000 | |
Proceeds from issuance of stock | $ 5,000 | |
Stock sale [Member] | ||
Stock issued new, shares | 500,000 | |
Proceeds from issuance of stock | $ 10,000 | |
Director [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 60,000 | |
Shareholder that owns 49% [Member] | ||
Stock issued new, shares | 5,000,000 | |
Proceeds from issuance of stock | $ 200,000 | |
Shareholder that owns 49% [Member] | Stock sale [Member] | ||
Stock issued new, shares | 2,000,000 | |
Officers and Directors [Member] | ||
Stock issued for compensation, shares | 3,000,000 | |
Stock issued for compensation, value | $ 60,000 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 209,727 | |
Stock issued to settle convertible debentures, value | $ 56,773 | |
Gain (loss) on settlement of debt | $ 24,220 | |
Performance Bonus [Member] | Chief Executive Officer [Member] | ||
Stock issued for compensation, shares | 5,000,000 | |
Stock issued for compensation, value | $ 200,000 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 60,000 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 3,000,000 | |
Stock issued for services, value | $ 300,000 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 618,684 | |
Stock issued to settle convertible debentures, value | $ 49,495 | |
Gain (loss) on settlement of debt | $ 23,526 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 758,284 | |
Stock issued to settle convertible debentures, value | $ 41,478 | |
Gain (loss) on settlement of debt | $ 23,768 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 846,860 | |
Stock issued to settle convertible debentures, value | $ 50,812 | |
Gain (loss) on settlement of debt | $ 23,229 | |
Consulting Services [Member] | ||
Stock issued for compensation, shares | 1,500,000 | |
Stock issued for compensation, value | $ 60,000 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 653,125 | |
Stock issued to settle convertible debentures, value | $ 71,844 | |
Gain (loss) on settlement of debt | $ 23,693 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 1,000,000 | |
Stock issued for services, value | $ 50,000 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 3,000,000 | |
Stock issued for services, value | $ 142,500 | |
Consulting Services [Member] | CEO and Director [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 112,500 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 30,000 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 487,626 | |
Stock issued to settle convertible debentures, value | $ 48,568 | |
Gain (loss) on settlement of debt | $ 16,861 | |
Repricing of shares [Member] | ||
Stock issued due to repricing, shares | 5,500,000 | |
Repricing of shares [Member] | Shareholder that owns 49% [Member] | ||
Stock issued due to repricing, shares | 5,000,000 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 30,000 | |
Consulting Services [Member] | ||
Stock issued for services, shares | 1,500,000 | |
Stock issued for services, value | $ 30,000 | |
Settlement of Convertible Debentures [Member] | ||
Stock issued to settle convertible debentures, shares | 569,103 | |
Stock issued to settle convertible debentures, value | $ 51,162 | |
Gain (loss) on settlement of debt | $ 17,328 |
11. Share Purchase Warrants (De
11. Share Purchase Warrants (Details) - Warrant [Member] | 12 Months Ended |
Nov. 30, 2018$ / sharesshares | |
Warants outstanding, beginning balance | shares | 0 |
Warrants issued | shares | 60,000 |
Warants outstanding, ending balance | shares | 60,000 |
Weighted average exercise price, beginning balance | $ / shares | |
Weighted average exercise price, warrants issued | $ / shares | 0.01 |
Weighted average exercise price, ending balance | $ / shares | $ 0.01 |
11. Share Purchase Warrants (_2
11. Share Purchase Warrants (Details Narrative) | Nov. 30, 2018USD ($) |
Equity [Abstract] | |
Fair value of warrants issued | $ 5,694 |
12. Supplemental Disclosures (D
12. Supplemental Disclosures (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Non-cash investing and financing activities: | ||
Common shares issued for deferred compensation | $ 232,500 | $ 490,000 |
Common shares issued for settlement of related party debt | 0 | 714,962 |
Common shares issued to settle third party debt | 370,131 | 127,462 |
Common shares issued for prepaid expenses | 335,000 | 40,000 |
Debt conversion feature | 162,074 | 175,427 |
Expenses paid by related parties that increased related party debt | 0 | 19,500 |
Original issue discount | 0 | 25,000 |
Warrants issued with debt | 5,694 | 74,573 |
Interest paid | 0 | 0 |
Income tax paid | $ 0 | $ 0 |
13. Income Taxes (Details - Tax
13. Income Taxes (Details - Tax Provision) - USD ($) | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net loss before taxes | $ (1,858,877) | $ (1,981,856) |
Statutory rate | 21.00% | 34.00% |
Computed expected tax recovery | $ (390,400) | $ (673,830) |
Permanent differences | 34,100 | 490,000 |
Change in enacted tax rates | 168,200 | 0 |
Change in valuation allowance | 188,100 | 183,800 |
Income tax provision | $ 0 | $ 0 |
13. Income Taxes (Details - Def
13. Income Taxes (Details - Deferred Taxes) - USD ($) | Nov. 30, 2018 | Nov. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating losses carried forward | $ 643,100 | $ 439,900 |
Accrued interest | 1,100 | 5,900 |
Related party payables | 10,400 | 20,900 |
Accumulated depreciation above book value | (1,800) | (3,300) |
Valuation allowance | (652,800) | (463,400) |
Net deferred income tax asset | $ 0 | $ 0 |
13. Income Taxes (Details Narra
13. Income Taxes (Details Narrative) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 2,915,300 |
Net operating loss expiration date | Dec. 31, 2037 |
14. Commitments and Contingen_3
14. Commitments and Contingencies (Details) | Nov. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum lease payments 2019 | $ 110,520 |
Minimum lease payments 2020 | 114,941 |
Minimum lease payments 2021 | 119,538 |
Minimum lease payments 2022 | 124,320 |
Minimum lease payments 2023 | 52,644 |
Total Minimum lease payments | $ 521,963 |
14. Commitments and Contingen_4
14. Commitments and Contingencies (Details Narrative) | Nov. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement payable | $ 64,000 |