Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 28, 2019 | Apr. 18, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Gala Pharmaceutical Inc. | |
Entity Central Index Key | 0001513403 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 107,672,976 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth | false | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Feb. 28, 2019 | Nov. 30, 2018 |
Current assets | ||
Cash | $ 179,293 | $ 116,198 |
Inventory | 0 | 0 |
Prepaid expenses | 0 | 0 |
Prepaid expenses - related parties | 27,000 | 69,000 |
Marketable securities | 37,200 | 41,800 |
Total current assets | 243,493 | 226,998 |
Equipment, net of accumulated depreciation | 39,140 | 35,160 |
Total assets | 282,633 | 262,158 |
Current liabilities | ||
Accounts payable and accrued liabilities | 97,206 | 82,275 |
Accounts payable and accrued liabilities - related party | 42,201 | 49,761 |
Deferred rent | 29,096 | 29,096 |
Due to related parties | 176,188 | 203,688 |
Loans payable | 42,000 | 42,000 |
Loans payable - related parties | 5,764 | 5,764 |
Warrant Liability | 5,882 | 5,694 |
Convertible note, net of discount of $282,026 and $76,903, respectively | 240,628 | 244,477 |
Derivative liabilities | 994,126 | 458,109 |
Total liabilities | 1,633,091 | 1,120,864 |
Organization and nature of operations (Note 1) | ||
Commitments and Contingencies (Note 12) | ||
Subequent events (Note 13) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock Authorized: 10,000,000 shares with a par value of $0.001 per share Issued and outstanding: 500,000 and nil shares, respectively | 500 | 500 |
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 95,197,976 and 92,011,666 shares, respectively | 95,198 | 92,012 |
Additional paid-in capital | 4,352,635 | 4,290,722 |
Deferred compensation | (74,486) | (117,021) |
Deficit | (5,654,618) | (5,077,446) |
Total stockholders' deficit attributable to Gala Pharmaceuticals Inc. | (1,280,771) | (811,233) |
Non-controlling interest | (69,687) | (47,473) |
Total liabilities and stockholders' deficit | $ 282,633 | $ 262,158 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2019 | Nov. 30, 2018 |
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 | 0 | 0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 95,197,976 | 92,011,666 |
Common stock, shares outstanding | 95,197,976 | 92,011,666 |
Discount on convertible notes | $ 282,026 | $ 76,903 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Cost of Revenue | 0 | 0 |
Gross Profit | 0 | 0 |
Operating expenses | ||
Consulting fees | 55,690 | 115,343 |
Consulting fee - related party | 89,137 | 320,192 |
Depreciation | 2,723 | 2,730 |
General and administrative | 38,666 | 36,263 |
General and administrative - related party | 16,397 | 60,515 |
Rent | 28,050 | 13,185 |
Total operating expenses | 230,663 | 548,228 |
Loss before other income (expense) | (230,663) | (548,228) |
Other income (expense) | ||
Change in fair value of derivative liabilities | (353,949) | (111,519) |
Interest expense | (27,007) | (18,238) |
Gain (loss) on settlement of debt | 16,833 | 94,743 |
Unrealized loss on marketable securities | (4,600) | 0 |
Total other income (expense) | (368,723) | (35,014) |
Net loss | (599,386) | (583,242) |
Less: loss attributed to non-controlling interest | 22,214 | 0 |
Net loss to Gala Pharmaceuticals Inc. | $ (577,172) | $ (583,242) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding, basic and diluted | 94,133,908 | 40,202,240 |
Condensed Consolidated Statem_2
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] | Noncontrolling Interest | Accumulated Deficit [Member] | Total |
Beginning balance, shares at Nov. 30, 2017 | 500,000 | 35,701,590 | ||||||
Beginning balance, value at Nov. 30, 2017 | $ 500 | $ 35,702 | $ 2,417,400 | $ 25,000 | $ (165,853) | $ 0 | $ (3,218,569) | $ (905,820) |
Shares issued for cash, shares | 27,250,000 | |||||||
Shares issued for cash, value | $ 27,250 | 492,750 | 520,000 | |||||
Shares issued for settlement of debt, shares | 4,143,409 | |||||||
Shares issued for settlement of debt, value | $ 4,143 | 365,989 | 370,131 | |||||
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 services, shares | 11,500,000 | |||||||
Shares issued for services, value | $ 11,500 | 548,500 | (25,000) | 535,000 | ||||
Deferred compensation | 48,832 | 48,832 | ||||||
Net loss for the year | (47,473) | (1,858,877) | (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) | (47,473) | (5,077,446) | (858,706) |
Shares issued for settlement of debt, value | $ 5 | $ 5 | 5 | 5 | 5 | 5 | 5 | 5 |
Shares issued for services, shares | 2,000,000 | |||||||
Shares issued for services, value | $ 2,000 | 37,000 | 39,000 | |||||
Shares issued for conversion of debt, shares | 1,186,310 | |||||||
Shares issued for conversion of debt, value | $ 1,186 | 24,913 | 26,099 | |||||
Deferred compensation | 42,535 | 42,535 | ||||||
Net loss for the year | (22,214) | (577,172) | (599,386) | |||||
Ending balance, shares at Feb. 28, 2019 | 500,000 | 95,197,976 | ||||||
Ending balance, value at Feb. 28, 2019 | $ 500 | $ 95,198 | $ 4,352,635 | $ 0 | $ (74,486) | $ (69,687) | $ (5,654,618) | $ (1,350,458) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2018 | |
Operating activities | |||
Net loss for the year | $ (599,386) | $ (583,242) | $ (1,906,350) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Accretion expense | 9,877 | 0 | |
Amortization of deferred compensation costs | 42,535 | 120,822 | |
Change in fair value of derivative liability | 353,949 | 111,519 | |
Common shares issued for services and compensation - related party | 39,000 | 200,000 | |
Depreciation | 2,723 | 2,730 | |
Gain on settlement of debt | (16,833) | (94,743) | |
Unrealized loss on marketable securities | 4,600 | 0 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 42,000 | 111,735 | |
Accounts payable and accrued liabilities | 21,143 | 39,565 | |
Accounts payable and accrued liabilities - related party | (7,500) | 9,015 | |
Warrant Liability | 190 | 0 | |
Net cash used in operating activities | (107,702) | (82,599) | |
Investing activities | |||
Purchase of equipment | (6,703) | 0 | |
Net cash used in investing activities | (6,703) | 0 | |
Financing activities | |||
Proceeds from related party operating advances | 0 | 75,000 | |
Proceeds from convertible notes, net | 205,000 | 0 | |
Repayments to related party | (27,500) | 0 | |
Net cash provided by financing activities | 177,500 | 75,000 | |
Increase (decrease) in cash | 63,095 | (7,599) | |
Cash, beginning of period | 116,198 | 7,767 | 7,767 |
Cash, end of period | $ 179,293 | $ 168 | $ 116,198 |
1. Organization And Nature Of O
1. Organization And Nature Of Operations | 3 Months Ended |
Feb. 28, 2019 | |
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 | 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 February 28, 2019, the Company has a working capital deficit of $1,389,598 and an accumulated deficit of $5,654,618. 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 | 3 Months Ended |
Feb. 28, 2019 | |
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) Interim Financial Statements The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended February 28, 2019 are not necessarily indicative of the results that may be expected for the year ended November 30, 2019. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended November 30, 2018 included in our Form 10-K filed with the SEC. (d) 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. (e) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The 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 February 28, 2019, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 37,200 – – (4,600 ) Warrant liability – – (5,885 ) – Derivative liabilities – – (994,126 ) (353,949 ) Total 37,200 – (1,000,011 ) (358,549 ) The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,695 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,804 ) (287,861 ) (f) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share (g) 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 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. (g) Recently Adopted 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 did not have a material impact on the Company's consolidated financial statements. |
3. Deferred Compensation
3. Deferred Compensation | 3 Months Ended |
Feb. 28, 2019 | |
Retirement Benefits [Abstract] | |
Deferred Compensation | 3. Deferred Compensation Deferred compensation is comprised of common shares issued to officers and directors of the Company for compensation services. During the three months ended February 28 2019, the Company recorded $42,535 (February 28, 2018 - $120,822) of compensation expense and the remaining $74,486 (November 30, 2018 - $117,021) was recorded as deferred compensation within shareholders’ equity. |
4. Equipment
4. Equipment | 3 Months Ended |
Feb. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 4. Equipment Cost Accumulated amortization February 28, November 30, Machinery 51,449 19,012 32,437 35,160 Leasehold improvements 6,703 – 6,703 – 58,152 19,012 39,140 35,160 During the three months ended February 28, 2019, the Company recorded $2,723 (February 28, 2018 - $2,730) of depreciation expense. |
5. Convertible Debentures
5. Convertible Debentures | 3 Months Ended |
Feb. 28, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | 5. 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 was 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. 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 $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 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 e) On January 30, 2019, the Company issued a callable secured convertible note for $210,000. Under the terms of the note, the amount owing is unsecured, bears interest at 8% per annum, and is due on January 30, 2020. The note is also convertible into common shares of the Company at 62% of the lowest 2 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 f) On February 6, 2019, the Company issued a callable secured convertible note for $5,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on February 5, 2020. 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 |
6. Derivative Liability
6. Derivative Liability | 3 Months Ended |
Feb. 28, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 6. 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 The following inputs and assumptions were used to value the derivative liabilities outstanding during the periods ended February 28, 2019 and November 30, 2018, assuming no dividend yield: February 28, November 30, Expected volatility 375% 485% Risk free rate 2.49% 2.52% Expected life (in years) 0.5 0.5 A summary of the activity of the derivative liability is shown below: $ Balance, November 30, 2018 458,109 Derivative loss due to new issuances 334,740 Adjustment for conversion (22,932 ) Mark to market adjustment 224,209 Balance, February 28, 2019 994,126 |
7. Related Party Transactions
7. Related Party Transactions | 3 Months Ended |
Feb. 28, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions (a) As at February 28, 2019, the Company owed $176,188 (November 30, 2018 - $203,688) to a company controlled by a significant shareholder of the Company to fund payment of operating expenditures. During the period ended February 28, 2019, the Company repaid $27,500 of financing. The amount owed is unsecured, non-interest bearing, and due on demand. (b) As at February 28, 2019, the Company owed $52,000 (November 30, 2018 - $43,000) 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 period ended February 28, 2019, the Company incurred $16,397 (February 28, 2018 - $9,000) of consulting expense relating to services provided to the Company. (c) As at February 28, 2019, the Company owed $2,064 (November 30, 2018 - $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 February 28, 2019, accrued interest of $144 (November 30, 2018 - $129) has been included in accounts payable and accrued liabilities, related parties. (d) As at February 28, 2019, the Company owed $3,500 (November 30, 2018 - $3,500) to a company controlled by a significant shareholder of the Company. The amount owed is unsecured, non-interest bearing, and due on demand. (e) As at February 28, 2019, the Company owed $nil (November 30, 2018 - $6,560) to the Chief Executive Officer of the Company. During the period ended February 28, 2019, the Company incurred $89,137 (February 28, 2018 - $7,397) of compensation costs. (f) As at February 28, 2019, the Company prepaid $27,000 (November 30, 2018 - $27,000) 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. |
8. Loans Payable
8. Loans Payable | 3 Months Ended |
Feb. 28, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | 8. 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. As at February 28, 2019, the outstanding balance of the promissory note was $22,000 (November 30, 2018 - $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. As at February 28, 2019, the outstanding balance of the promissory note was $20,000 (November 30, 2018 - $20,000). |
9. Common Shares
9. Common Shares | 3 Months Ended |
Feb. 28, 2019 | |
Stockholders' Equity Note [Abstract] | |
Common Shares | 9. Common Shares (a) On December 31, 2018, the Company issued 2,000,000 common shares with a fair value of $39,000 for services, including 1,500,000 common shares to a director of the Company as director’s fees. (b) On January 8, 2019, the Company issued 1,186,310 common shares with a fair value of $26,099 to settle convertible debentures of $20,000 and derivative liability of $22,932 resulting in a gain on settlement of debt of $16,833. |
10. Share Purchase Warrants
10. Share Purchase Warrants | 3 Months Ended |
Feb. 28, 2019 | |
Equity [Abstract] | |
Share Purchase Warrants | 10. Share Purchase Warrants During the period ended February 28, 2019, the Company issued 10,000 share purchase warrants as part of the issuance of convertible debentures. The fair value of the share purchase warrants was $190, calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 380%, expected life of 7 years, and a risk free rate of 2.89%. Number of Weighted average Balance, November 30, 2018 60,000 0.01 Issued 10,000 0.01 Balance, February 28, 2019 70,000 0.01 |
11. Supplemental Disclosures
11. Supplemental Disclosures | 3 Months Ended |
Feb. 28, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | 11. Supplemental Disclosures Three months ended Three months ended Non-cash investing and financing activities: Common shares issued for consulting services – related party – 200,000 Common shares issued to settle third party debt 13,726 198,557 Common shares issued for prepaid services – 335,000 Convertible note accrued interest converted to common stock 6,274 32,836 Expenses paid by related parties that increased related party debt – 87,163 Original issue discount 10,000 – Warrants issued with debt 190 – Supplemental disclosures: Interest paid – – Income tax paid – – |
12. Commitments and Contingenci
12. Commitments and Contingencies | 3 Months Ended |
Feb. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 83,250 November 30, 2020 114,941 November 30, 2021 119,538 November 30, 2022 124,320 November 30, 2023 52,644 Total minimum lease payments 494,693 (b) In April 2019, the Company finalized a settlement agreement with the consultant and the Company has accrued $64,000 as part of the settlement amount as at February 28, 2019 and November 30, 2018. |
13. Subsequent Events
13. Subsequent Events | 3 Months Ended |
Feb. 28, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. 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 February 28, 2019 with the exception of the following: (a) On March 19, 2019, the Company issued 1,500,000 common shares for proceeds of $75,000. (b) On March 19, 2019, the Company issued 1,000,000 common shares for consulting services to a non-related party. (c) On March 19, 2019, the Company issued 1,725,000 common shares for the conversion of $1,725 of a loan payable. (d) On April 1, 2019 the Company issued 1,500,000 common shares for consulting services to a non-related party. (e) On April 5, 2019, the Company issued 2,500,000 common shares for consulting services to a non-related party. (f) On April 11, 2019 the Company issued 2,750,000 common shares for a partial settlement of a lawsuit to non-related parties. (g) On April 12, 2019 the Company issued 1,500,000 common shares for consulting services to a non-related party. |
2. Summary Of Significant Acc_2
2. Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2019 | |
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. |
Interim Financial Statements | (c) Interim Financial Statements The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended February 28, 2019 are not necessarily indicative of the results that may be expected for the year ended November 30, 2019. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended November 30, 2018 included in our Form 10-K filed with the SEC. |
Use of Estimates | (d) 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. |
Financial Instruments | (e) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The 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 February 28, 2019, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 37,200 – – (4,600 ) Warrant liability – – (5,885 ) – Derivative liabilities – – (994,126 ) (353,949 ) Total 37,200 – (1,000,011 ) (358,549 ) The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,695 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,804 ) (287,861 ) |
Basic and Diluted Net Loss Per Share | (f) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
Recent Accounting Pronouncements | (g) 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 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. |
Recently Adopted Accounting Pronouncements | (g) Recently Adopted 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 did not have a material impact on the Company's consolidated financial statements. |
2. Summary Of Significant Acc_3
2. Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Fair value of derivative liability | The following table represents assets and liabilities that are measured and recognized in fair value as of February 28, 2019, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 37,200 – – (4,600 ) Warrant liability – – (5,885 ) – Derivative liabilities – – (994,126 ) (353,949 ) Total 37,200 – (1,000,011 ) (358,549 ) The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis: Level 1 Level 2 Level 3 Total gains and (losses) Marketable securities 41,800 – – (30,000 ) Warrant liability – – (5,695 ) – Derivative liabilities – – (458,109 ) (257,861 ) Total 41,800 – (463,804 ) (287,861 ) |
4. Equipment (Tables)
4. Equipment (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Cost Accumulated amortization February 28, November 30, Machinery 51,449 19,012 32,437 35,160 Leasehold improvements 6,703 – 6,703 – 58,152 19,012 39,140 35,160 |
6. Derivative Liability (Tables
6. Derivative Liability (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Assumptions used | February 28, November 30, Expected volatility 375% 485% Risk free rate 2.49% 2.52% Expected life (in years) 0.5 0.5 |
Schedule of Derivative Liabilities | $ Balance, November 30, 2018 458,109 Derivative loss due to new issuances 334,740 Adjustment for conversion (22,932 ) Mark to market adjustment 224,209 Balance, February 28, 2019 994,126 |
10. Share Purchase Warrants (Ta
10. Share Purchase Warrants (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Equity [Abstract] | |
Summary of Warrants Granted | Number of Weighted average Balance, November 30, 2018 60,000 0.01 Issued 10,000 0.01 Balance, February 28, 2019 70,000 0.01 |
11. Supplemental Disclosures (T
11. Supplemental Disclosures (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow supplemental disclosures | Three months ended Three months ended Non-cash investing and financing activities: Common shares issued for consulting services – related party – 200,000 Common shares issued to settle third party debt 13,726 198,557 Common shares issued for prepaid services – 335,000 Convertible note accrued interest converted to common stock 6,274 32,836 Expenses paid by related parties that increased related party debt – 87,163 Original issue discount 10,000 – Warrants issued with debt 190 – Supplemental disclosures: Interest paid – – Income tax paid – – |
12. Commitments and Contingen_2
12. Commitments and Contingencies (Tables) | 3 Months Ended |
Feb. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease payments | Fiscal year ended $ November 30, 2019 83,250 November 30, 2020 114,941 November 30, 2021 119,538 November 30, 2022 124,320 November 30, 2023 52,644 Total minimum lease payments 494,963 |
1. Organization And Nature Of_2
1. Organization And Nature Of Operations (Details Narrative) - USD ($) | Feb. 28, 2019 | Nov. 30, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ (1,389,598) | |
Accumulated deficit | $ (5,654,618) | $ (5,077,446) |
2. Summary Of Significant Acc_4
2. Summary Of Significant Accounting Policies (Details - Fair value of derivatives) - USD ($) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Fair value of derivative liabilities | $ 994,126 | $ 458,109 |
Fair Value Measurements Recurring [Member] | ||
Gain (loss) on derivative liability | (358,549) | (287,861) |
Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Gain (loss) on derivative liability | (4,600) | (30,000) |
Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Gain (loss) on derivative liability | 0 | 0 |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Gain (loss) on derivative liability | (353,949) | (257,861) |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | ||
Fair value of derivative liabilities | 37,200 | 41,800 |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Fair value of derivative liabilities | 37,200 | 41,800 |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | 0 | 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 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | 0 | 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 | (1,000,011) | (464,804) |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member] | ||
Fair value of derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Warrant [Member] | ||
Fair value of derivative liabilities | (5,885) | (5,695) |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Fair value of derivative liabilities | $ (944,126) | $ (458,109) |
2. Summary Of Significant Acc_5
2. Summary Of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Accounting Policies [Abstract] | ||
Property useful lives | 3-5 years | |
Potentially dilutive shares | 60,532,565 | 12,254,104 |
3. Deferred Compensation (Detai
3. Deferred Compensation (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2018 | |
Share-based compensation | $ 42,535 | $ 120,822 | |
Deferred compensation | 74,486 | $ 117,021 | |
Officers and Directors [Member] | |||
Share-based compensation | $ 42,535 | $ 120,822 |
4. Equipment (Details)
4. Equipment (Details) - USD ($) | Feb. 28, 2019 | Nov. 30, 2018 |
Equipment, gross | $ 58,152 | $ 35,160 |
Accumulated amortization | 19,012 | 0 |
Equipment, net | 39,140 | $ 35,160 |
Machinery And Equipment [Member] | ||
Equipment, gross | 51,449 | |
Accumulated amortization | 19,012 | |
Equipment, net | 32,437 | |
Leasehold Improvements [Member] | ||
Equipment, gross | 6,703 | |
Accumulated amortization | 0 | |
Equipment, net | $ 6,703 |
4. Equipment (Details Narrative
4. Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,723 | $ 2,730 |
5. Convertible Debentures (Deta
5. Convertible Debentures (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2018 | Nov. 30, 2017 | |
Proceeds from convertible debt | $ 205,000 | $ 0 | ||
Convertible debenture carrying amount | $ 282,026 | $ 76,903 | ||
Convertible Debentures 1 [Member] | ||||
Debt issuance date | May 15, 2017 | |||
Proceeds from convertible debt | $ 280,000 | |||
Payment of debt issuance costs | $ 30,000 | |||
Debt maturity date | Nov. 30, 2017 | |||
Default penalty interest | $ 73,629 | |||
Debt converted, shares issued | 1,186,310 | |||
Debt converted, amount converted | $ 13,726 | |||
Debt converted, interest converted | 6,274 | |||
Convertible debenture carrying amount | $ 227,654 | 241,380 | ||
Convertible Debentures 2 [Member] | ||||
Debt issuance date | Jun. 6, 2018 | |||
Debt face amount | $ 15,000 | |||
Debt stated interest percent | 12.00% | |||
Debt maturity date | Jun. 1, 2019 | |||
Convertible debenture carrying amount | $ 5,126 | $ 1,675 | ||
Unamortized discount | 9,874 | $ 13,325 | ||
Convertible Debentures 3 [Member] | ||||
Debt issuance date | Jul. 24, 2018 | |||
Debt face amount | $ 15,000 | |||
Debt stated interest percent | 12.00% | |||
Debt maturity date | Jun. 1, 2019 | |||
Convertible debenture carrying amount | 4,175 | $ 1,089 | ||
Unamortized discount | 10,825 | $ 13,911 | ||
Convertible Debentures 4 [Member] | ||||
Debt issuance date | Nov. 10, 2018 | |||
Debt face amount | $ 50,000 | |||
Debt stated interest percent | 12.00% | |||
Debt maturity date | Nov. 10, 2019 | |||
Convertible debenture carrying amount | 2,329 | $ 333 | ||
Unamortized discount | $ 47,671 | $ 49,667 | ||
Convertible Debentures 5 [Member] | ||||
Debt issuance date | Jan. 30, 2019 | |||
Debt face amount | $ 210,000 | |||
Debt stated interest percent | 8.00% | |||
Debt maturity date | Jan. 30, 2020 | |||
Convertible debenture carrying amount | $ 1,307 | |||
Unamortized discount | $ 208,693 | |||
Convertible Debentures 6 [Member] | ||||
Debt issuance date | Feb. 6, 2019 | |||
Debt face amount | $ 5,000 | |||
Debt stated interest percent | 12.00% | |||
Debt maturity date | Feb. 5, 2020 | |||
Convertible debenture carrying amount | $ 37 | |||
Unamortized discount | $ 4,963 |
6. Derivative Liability (Detail
6. Derivative Liability (Details - Assumptions) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Measurement Input Price Volatility [Member] | ||
Fair value measurements | 375% | 485% |
Measurement Input Risk Free Interest Rate [Member] | ||
Fair value measurements | 2.49% | 2.52% |
Measurement Input Expected Term [Member] | ||
Fair value measurements | 0.5 years | 0.5 years |
6. Derivative Liability (Deta_2
6. Derivative Liability (Details - Fair value) | 3 Months Ended |
Feb. 28, 2019USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative, beginning balance | $ 458,109 |
Derivative loss due to new issuances | 334,740 |
Adjustment for conversion | (22,932) |
Mark to market adjustment | 224,209 |
Fair value of derivative, ending balance | $ 994,126 |
7. Related Party Transations (D
7. Related Party Transations (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 176,188 | $ 203,688 | |
Accounts payable related parties | 42,201 | 49,761 | |
Repayment to related party | 27,500 | $ 0 | |
Consulting expense | 55,690 | 115,343 | |
Company Controlled by a Significant Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 176,188 | 203,688 | |
Repayment to related party | 27,500 | ||
Significant Shareholder 1 [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable related parties | 52,000 | 43,000 | |
Consulting expense | 16,397 | 9,000 | |
Significant Shareholder 2 [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable related parties | 2,064 | 2,064 | |
Accrued interest | 144 | 129 | |
Company Controlled by a Significant Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 3,500 | 3,500 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 0 | 6,560 | |
Compensation costs | $ 89,137 | $ 7,397 | |
Shareholder that owns 49% [Member] | |||
Related Party Transaction [Line Items] | |||
Prepaid rent | $ 27,000 |
8. Loans Payable (Details Narra
8. Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Feb. 28, 2019 | Nov. 30, 2018 | |
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 |
9. Common Shares (Details Narra
9. Common Shares (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2018 | |
Gain (loss) on settlement of debt | $ 16,833 | $ 94,743 | |
Stock issued for services, value | $ 39,000 | $ 535,000 | |
Consulting Services [Member] | |||
Stock issued for services, shares | 2,000,000 | ||
Stock issued for services, value | $ 39,000 | ||
Consulting Services [Member] | Director [Member] | |||
Stock issued for services, shares | 1,500,000 | ||
Settlement of Convertible Debentures [Member] | |||
Debt converted, stock issued | 1,186,310 | ||
Debt converted, amount converted | $ 26,099 | ||
Gain (loss) on settlement of debt | $ 16,833 |
10. Share Purchase Warrants (De
10. Share Purchase Warrants (Details) - Warrant [Member] | 3 Months Ended |
Feb. 28, 2019$ / sharesshares | |
Warants outstanding, beginning balance | shares | 60,000 |
Warrants issued | shares | 10,000 |
Warants outstanding, ending balance | shares | 70,000 |
Weighted average exercise price, beginning balance | $ / shares | $ 0.01 |
Weighted average exercise price, warrants issued | $ / shares | 0.01 |
Weighted average exercise price, ending balance | $ / shares | $ 0.01 |
10. Share Purchase Warrants (_2
10. Share Purchase Warrants (Details Narrative) | Feb. 28, 2019USD ($) |
Equity [Abstract] | |
Fair value of warrants issued | $ 190 |
11. Supplemental Disclosures (D
11. Supplemental Disclosures (Details) - USD ($) | 3 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Non-cash investing and financing activities: | ||
Common shares issued for consulting services – related party | $ 0 | $ 200,000 |
Common shares issued to settle third party debt | 13,726 | 198,557 |
Common shares issued for prepaid services | 0 | 335,000 |
Convertible note accrued interest converted to common stock | 6,274 | 32,836 |
Expenses paid by related parties that increased related party debt | 0 | 87,163 |
Original issue discount | 10,000 | 0 |
Warrants issued with debt | 190 | 0 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income tax paid | $ 0 | $ 0 |
12. Commitments and Contingen_3
12. Commitments and Contingencies (Details) | Feb. 28, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum lease payments 2019 | $ 83,250 |
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 | $ 494,693 |
12. Commitments and Contingen_4
12. Commitments and Contingencies (Details Narrative) | Feb. 28, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement payable | $ 64,000 |