Company Quick10K Filing
Gala Pharmaceutical
Price0.00 EPS-0
Shares108 P/E-0
MCap0 P/FCF-0
Net Debt0 EBIT-3
TEV0 TEV/EBIT-0
TTM 2019-05-31, in MM, except price, ratios
10-Q 2019-05-31 Filed 2019-07-23
10-Q 2019-02-28 Filed 2019-04-30
10-K 2018-11-30 Filed 2019-04-15
10-Q 2018-08-31 Filed 2018-10-26
10-Q 2018-05-31 Filed 2018-08-01
10-Q 2018-02-28 Filed 2018-05-08
10-K 2017-11-30 Filed 2018-04-06
10-Q 2017-08-31 Filed 2017-10-19
10-Q 2017-05-31 Filed 2017-07-28
10-Q 2017-02-28 Filed 2017-04-18
10-K 2016-11-30 Filed 2017-03-09
10-Q 2016-08-31 Filed 2016-11-04
10-Q 2016-05-31 Filed 2016-07-15
10-Q 2016-02-29 Filed 2016-05-10
10-K 2015-11-30 Filed 2016-03-22
10-Q 2015-08-31 Filed 2015-10-20
10-Q 2015-05-31 Filed 2015-07-30
10-Q 2015-02-28 Filed 2015-04-22
10-K 2014-11-30 Filed 2015-03-13
10-Q 2014-08-31 Filed 2014-10-20
10-Q 2014-05-31 Filed 2014-07-18
10-Q 2014-02-28 Filed 2014-04-28
10-K 2013-11-30 Filed 2014-04-18
10-Q 2013-08-31 Filed 2013-10-29
10-Q 2013-02-28 Filed 2013-04-15
10-K 2012-11-30 Filed 2013-03-14
10-Q 2012-08-31 Filed 2012-10-15
10-Q 2012-05-31 Filed 2012-07-18
10-Q 2012-02-29 Filed 2012-04-23
10-K 2011-11-30 Filed 2012-03-13
10-Q 2011-08-31 Filed 2011-11-09
8-K 2020-04-29
8-K 2019-10-16
8-K 2019-03-19
8-K 2019-01-10
8-K 2019-01-02
8-K 2018-11-30
8-K 2018-09-26
8-K 2018-07-09
8-K 2018-06-20
8-K 2018-01-10

GLAG 10Q Quarterly Report

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Securities
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit311.htm
EX-32.1 exhibit321.htm

Gala Pharmaceutical Earnings 2015-08-31

Balance SheetIncome StatementCash Flow
0.4-0.3-1.0-1.6-2.3-3.02012201420172020
Assets, Equity
0.1-0.4-0.8-1.3-1.7-2.22012201420172020
Rev, G Profit, Net Income
0.30.20.1-0.1-0.2-0.32012201420172020
Ops, Inv, Fin

10-Q 1 form10q.htm FORM 10-Q Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE (3453) - Gala Global Inc. - Form 10-Q



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2015

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

Commission File Number: 333-172744

 

GALA GLOBAL INC.

(Name of Small Business Issuer in its charter)

 

 

                                                                                                                                                                                      

Nevada

42-1771014

(state or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)

                                                                                                                     

                                                                                                       

 2780 South Jones Blvd. #3725

Las Vegas, Nevada 89146

(Address of principal executive offices)

 

(775) 321-8238

Issuer’s telephone number


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o      Accelerated filer o     Non-accelerated filer o     Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of October 20, 2015 the registrant had 130,047,353 shares of common stock outstanding.



                 



 


GALA GLOBAL INC.


Condensed Consolidated Financial Statements

(unaudited)


For the Three and Nine Month Periods Ended August 31, 2015 and 2014




Condensed Consolidated Balance Sheets (unaudited) 3
Condensed Consolidated Statements of Operations (unaudited) 4
Condensed Statements of Changes in Stockholders’ Deficit (unaudited) 5
Condensed Consolidated Statements of Cash Flows (unaudited) 6
Notes to the Condensed Consolidated Financial Statements (unaudited) 7


2                

              


GALA GLOBAL INC.

Condensed Consolidated Balance Sheets

 

August 31,

2015

$

November 30,

2014

$

 

(unaudited)

(audited)

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Prepaid expense

51,117

 

 

 

Total Current Assets

51,117

 

 

 

 

 

 

Intangible asset

63,750

 

 

 

 

 

 

Total Assets

114,867

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

83,550

8,038

Due to related parties

253,159

174,635

Loan payable to related party

52,000

10,000

 

 

 

Total Current Liabilities

388,709

192,673

 

 

 

Total Liabilities

388,709

192,673

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

Authorized: 10,000,000 common shares with a par value of $0.001 per share

 

 

Issued and outstanding: none

 

 

 

Common Stock

Authorized: 500,000,000 common shares with a par value of $0.001 per share

 

 

Issued and outstanding: 130,047,353 (unaudited) and 119,140,000 common shares as of August 31, 2015 and November 30, 2014 respectively.

130,047

119,140

 

 

 

Additional paid-in capital

463,918

75,258

 

 

 

Shares issuable, 2,000,000 (unaudited) and nil common shares as of August 31, 2015 and November 30, 2014, respectively

83,000

 

 

 

Deficit accumulated

(950,807)

(387,071)

 

 

 

Total Stockholders’ Deficit

(273,842)

(192,673)

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

114,867

 

 

 


(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)

 

3                

              


GALA GLOBAL INC.

Condensed Consolidated Statements of Operations

(unaudited)


 

Three months

ended

August 31,

2015

$

Three months

ended

August 31,

2014

$

Nine months

ended

August 31,

2015

$

Nine months

ended

August 31,

2014

$

 





Revenues

 –

 –

 –

 –

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Bad debt

7,182

Consulting expense – related party

95,834

147,784

Consulting expense

67,900

238,400

General and administrative

18,824

14,986

54,253

28,548

General and administrative – related party

22,500

67,500

Management fees

6,000

6,000

Option expense on proposed property acquisition - related party

2,500

16,000

48,500

16,000

 

 

 

 

 

Total Operating Expenses

207,558

36,986

563,619

50,548

 

 

 

 

 

 

 

 

 

 

Loss Before Other Expenses

(207,558)

(36,986)

(563,619)

(50,548)

 

 

 

 

 

 

 

 

 

 

Interest Expense

(117)

(117)

 

 

 

 

 



 

 

 

 

Net Loss

(207,675)

(36,986)

(563,736)

(50,548)


Net Loss per Share – Basic and Diluted



(0.00)*



(0.00)*

(0.00)*

(0.00)*


Weighted Average Shares Outstanding – Basic and Diluted


127,952,563

118,140,000

124,473,845

118,140,000

 

 

 

 

 

* Denotes a loss of less than $0.01 per share


(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)

 

4                

              


GALA GLOBAL INC.

Statements of Changes in Stockholders’ Deficit

From November 30, 2013 to August 31, 2015



 

Common Stock

 


Additional

Paid-In

 


Shares

 



Accumulated

 

 

 

Shares

 

Par Value

 

Capital

 

Issuable

 

Deficit

 

Total

 

#

 

$

 

$

 

#

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2013 - audited

118,140,000

 

118,140

 

(47,040)

 



 

(108,196)

 

(37,096)

 

 

 

 

 

 

 

 

 

 

 

 

 

Forgiveness of related party debt

 

 

23,298

 

 

 

23,298

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

1,000,000

 

1,000

 

99,000

 

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

(278,875)

 

(278,875)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2014 - audited

119,140,000

 

119,140

 

75,258

 



 

(387,071)

 

(192,673)


 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for consulting services

3,500,000

 

3,500

 

184,500

 



 

 

188,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for consulting services – related party

3,882,353

 

3,882

 

115,935

 





 

 

119,817

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for intangible asset - related party

2,125,000

 

2,125

 

61,625

 



 

 

63,750

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for option payment

1,400,000

1,400

 

26,600

 

 

 

28,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issuable for consulting services

 

 

 


2,000,000


83,000

 

 

83,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

(563,736)

 

(563,736)

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2015 - unaudited

130,047,353

 

130,047

 

463,918

 

2,000,000

83,000

 

(950,807)

 

(273,842)

 

 

 

 

 

 

 

 

 

 

 

 

 


(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)

 

5                

              


 

GALA GLOBAL INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

For the nine
months ended  
August 31,

2015

$

For the nine

months ended

August 31,

2014

$

 

 

 

Cash Flow Provided By (Used In) Operating Activities

 

 

 

 

 

Net loss for the period

(563,736)

(50,548)

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Bad debt provision

 7,182

 –

Shares issuable for consulting services

 83,000

 –

Shares issued for consulting services

 188,000

 –

Shares issued for consulting services - related party

 119,817

 –

Shares issued for extension of property option - related party

 28,000

 –

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

75,512

(2,909)

Prepaid expenses

(51,117)

 

 

 

Net Cash Used In Operating Activities

(113,342)

(53,457)

 

 

 

Cash Flow Provided By (Used In) Investing Activities

 

 

 

 

 

   Advances under note receivable

 (12,467)

 –

    Repayment of note receivable

 5,285

 -

   Investment in joint venture

 –

 (52,972)

 

 

 

Net Cash Used In Investing Activities

(7,182)

(52,972)

 

 

 

Cash Flow Provided By (Used In) Financing Activities

 

 

 

 

 

   Proceeds from related party

 83,524

 91,325

   Repayment to related party

 (5,000)

 (5,000)

   Proceeds from note payable – related party

 42,000

 10,000

 

 

 

Net Cash Provided By Financing Activities

120,524

106,325

 

 

 

Net decrease in Cash

(104)

 

 

 

 

 

 

Cash – Beginning of Period

104

 

 

 

 

 

 

Cash – End of Period

 

 

 

Supplemental Disclosures

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Forgiveness of related party debt

23,298

Shares issued for compensation to a related party

14,117

Shares issued for intangible assets

63,750

 

 

 

** All expenses were paid on the Company’s behalf from funds loaned by a related party

 

 

 

 

 

(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)

 

6                

              


GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Nine Months ended August 31, 2015 and 2014

(unaudited)




1.

Organization and Nature of Operations

Gala Global Inc. (the “Company”) was incorporated in the State of Nevada on March 10, 2010. The Company was formed to provide garment tailoring and alteration services..  

On May 19, 2014, a change in control of the Company occurred when IDG Ventures Ltd. sold all of its 3,547,000 common shares, representing 60.04% of our issued and outstanding common shares, in a private share purchase transaction to Messrs Haas, Lefevre and Naccarato.

On June 26, 2014, the Company had a change in management when Mr. Robert Frei resigned as President and Director of the Company and Mr. Lefevre was appointed as his successor. Concurrent with the change of management, the Company acquired two 100% owned subsidiary companies, Cannabis Ventures Inc (USA), incorporated on February 27, 2014 in the state of Nevada and Cannabis Ventures Inc. (Canada), incorporated on April 9, 2014 in Vancouver, British Columbia. Neither of these subsidiary companies had traded prior to their acquisition by the Company other than as described below.

Gala Global, Inc. is continuing with its initial business plan to distribute all-natural everyday custom tailored women's clothing products from England. The Company is exploring different hemp alternatives of fabric and materials needed to produce our all new custom designed apparel.  Our new products are still scheduled for launch in the latter part of 2015.

Gala Global, Inc., since its change in management effective June 26, 2014, has expanded into the Hemp and Cannabidiol (“CBD”) industry. The expansion is focusing on the development, research, and commercialization of products derived from the Hemp and Cannabis Plant. Gala Global, Inc. currently is finalizing its marketing strategy for a new CBD flavored thin-film strip. The film strip delivery system uses a dissolving film strip that is absorbed in the mouth. The film-strip method is an advanced method of providing CBD for dietary supplement. Gala Global, Inc.  is also seeking acquisition candidates in this area of interest in the nutraceutical and pharmaceutical industries. The Company also plans to enter into the medical marijuana cultivation industry as approved in the United States and Canada to build legalized cultivation operations.

Gala Global, Inc.’s services include the development of cannabinoid based health and wellness products; the development of medical grade compounds; the licensing of proprietary testing, genetics, labeling and packaging, tracking, production, and standardization methods for the medicinal herb industry.

Cannabis Ventures Inc. (USA) (“CVI”)

In September 2014, CVI entered into a promissory note agreement with Globe Farmacy, Inc., an Arizona non-profit corporation (“GFI”), to finance a potential cultivation project. CVI has advanced funds of $189,972 to GFI under the promissory note, which is unsecured, bears interest at 5% per annum, and was due on December 31, 2014. As GFI was delinquent in performing certain obligations under the terms of the promissory note and our ability to recover this advance is currently uncertain, we have a provided in full against the value of this promissory note and recognized an impairment expense of $189,972 effective December 31, 2014.   CVI is still pursuing a resolution as of August 31, 2015.

Cannabis Ventures, Inc. (Canada) (“CVI (Canada)”)

In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI (Canada).

The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada. During this four month period, the Company paid the owner of the property a non-refundable payment of $4,000 a month and this expense has been recognized in our statement of operations.

The Contract had been extended on a month to month basis at a reduced $2,500 a month payment while it awaited the determination from Health Canada.  In addition to the non-refundable payment of $2,500 a month to extend the Contract, the Company issued 1,400,000 shares of common stock with a fair value of $28,000 on June 16, 2015 as a non-refundable consideration to extend the purchase option on the property. Refer to Note 8(b).

During the period ended June 30, 2015, as a result of the continued delays by Health Canada, the Company discontinued with the licensing process and the contract has been terminated.

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 August 31, 2014, the Company has not generated any revenue since its inception, has a working capital deficit of $337,592, and an accumulated deficit of $950,807. 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 Accounting Policies

a)

Basis of Presentation and Principles of Consolidation

The 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.

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Cannabis Ventures Inc (USA), Cannabis Ventures Inc (Canada), and CBD Life, Inc. All inter-company transactions and balances have been eliminated on consolidation.


7                

              



2.

Summary of Significant Accounting Policies (continued)

b)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of 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.

c)

Interim Financial Statements

The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 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 and nine months ended August 31, 2015 are not necessarily indicative of the results that may be expected for the year ended November 30, 2015. 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, 2014 included in our Form 10-K filed with the SEC.

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 August 31, 2015 and November 30, 2014, there were no cash equivalents.

e)

Financial Instruments

We have adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Inputs are unadjusted quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumption on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable, and amounts due to related party. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments.

f)

Long-Lived Assets

In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

g)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

h)

Revenue Recognition

Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.

i)

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $nil during the three and nine months ended August 31, 2015 and 2014.

j)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

k)

Comprehensive Loss

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. Our comprehensive loss was identical to our net loss for the three and nine month periods ended August 31, 2015 and 2014.


8                

              



2.

Summary of Significant Accounting Policies (continued)

l)

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar.  Monetary assets and liabilities of integrated operations and other monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at exchange rates in effect at the balance sheet date.  Non-monetary assets and liabilities are translated at historical rates.  Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset.  The resulting exchange gains or losses are recognized in the statements of operations.

m)

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. No potentially dilutive debt or equity instruments were issued and outstanding during the three and nine months ended August 31, 2015 and 2014.

n)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Intangible Asset

In April 2015, the Company incurred costs relating to the commencement of a patent application process for the Cannabidiol Thin Film Strip at a fair value of $63,750.  Refer to Notes 7(d) and 8(c).


4.

Related Party Transactions

a)

During the three and nine months ended August 31, 2015, the Company received advances of $13,416 (August 31, 2014 - $87,192) and $83,524 (August 31, 2014 - $91,325) from a shareholder of the Company to fund payment of operating expenditures. During the three and nine months ended August 31, 2015, the Company made repayments of $5,000 (August 31, 2014 - $5,000) to this shareholder. The amounts owing are unsecured, non-interest bearing, and due on demand.

b)

During the three and nine months ended August 31, 2015, the Company incurred $nil (August 31, 2014 - $nil) and $nil (August 31, 2014 - $6,000), respectively, in management fees to the former President and Director of the Company.  

c)

On August 31, 2015, the Company issued 882,353 (August 31, 2014 - nil) shares of common stock to the former President of the Company with a fair value of $14,117 (August 31, 2014 - $nil) as settlement for his outstanding compensation.

d)

On August 31, 2015, the Company issued 625,000 (August 31, 2014 - nil) shares of common stock to the CEO of the Company with a fair value of $17,500 (August 31, 2014 - $nil) for consulting services relating to the cannabis industry. Refer to Note 7(h).

e)

On July 28, 2015, the Company issued 625,000 (August 31, 2014 - nil) shares of common stock to a director of the Company with a fair value of $11,250 (August 31, 2014 - $nil) for services. Refer to Note 7(g).

f)

On March 29, 2015, the Company entered into a consulting agreement with the President of the Company. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock with a fair value of $37,500 to the President every six months as compensation, a portion of which is in prepaid expenses. On May 19, 2015, the Company issued the 1,250,000 common shares.  As of August 31, 2015, there was an unamortized remaining balance of $6,250. On September 3, 2015, the consulting agreement was terminated due to the President’s resignation.  Refer to Note 9.  

g)

During the year ended November 30, 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”) from a director of CVI Canada. It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI Canada.

On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of a non-refundable deposit towards the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner.

During the three and nine months ended May 31, 2015, the Company paid $2,500 (August 31, 2014 - $nil) and $38,000 (August 31, 2014 - $nil) under the terms of the Contract to purchase property in Vancouver.   During the period ended June 30, 2015, the Contract was terminated.

h)

During the three and nine months ended August 31, 2014, the former President and Director of the Company forgave all amounts outstanding totaling $23,298 which was recorded against additional paid-in capital.

i)

On March 20, 2014, the Company issued a $10,000 promissory note to a shareholder of the Company.  Under the terms of the note, the amount is unsecured, non-interest bearing, and due on demand.  

j)

On July 29, 2015, the Company issued a $42,000 promissory note to a significant shareholder of the Company. Under the terms of the note, the amount is unsecured, bears interest at 3% per annum, and due in 180 days from the date of issuance


5.

Loan Receivable

a)

On September 30, 2014, Cannabis Ventures Inc. (USA), a wholly-owned subsidiary of the Company entered into a promissory note agreement with Anthony McDonald (“McDonald”) and Globe Farmacy Inc. (“GFI”), an Arizona non-profit corporation, for $189,972. The amounts owing are unsecured, bears interest at 5% per annum, and is due on December 31, 2014.  As of November 30, 2014, the amount receivable was deemed to be uncollectible and a full impairment charge on the loan receivable has been made by the Company.

b)

On January 26, 2015, the Company entered into a promissory note agreement with Holy Smokes, LLC for $12,467 to assist Holy Smokes, LLC in completing its agreement to sell 50% of equity with Gala Global, LLC. The amounts owing are unsecured, bears interest at 10% per annum, and is due upon the closing of escrow in conjunction with borrowers’ transactions with Gala Global, LLC. During the period ended August 31, 2015, the Company received a repayment of $5,385 and deemed the remaining balance to be uncollectible. The Company recognized an impairment charge of $7,182 on the loan receivable for uncollectible principal and interest.


9                

              


6.

Loan Payable – Related Party

a)

On March 20, 2014, the Company issued a $10,000 promissory note to a shareholder of the Company.  Under the terms of the note, the amount is unsecured, non-interest bearing, and due on demand.  

b)

On July 29, 2015, the Company issued a $42,000 promissory note to a significant shareholder of the Company. Under the terms of the note, the amount is unsecured, bears interest at 3% per annum, and due in 180 days from the date of issuance.  


7.

Common Shares

a)

On January 6, 2015, the Company issued 1,500,000 shares of common stock with a fair value of $105,000 for advertising consulting services for a six month term.  The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement.

b)

On January 15, 2015, the Company entered into a consulting agreement with a fair value of $166,000 for business development consulting services in exchange for 4,000,000 shares of common stock. Upon execution of the contract, the Company issued 2,000,000 shares of common stock as partial compensation. The agreement is effective until October 31, 2015. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. As of August 31, 2015, a final installment of 2,000,000 shares of common stock with a fair value of $83,000 remain as shares issuable to the consultant as compensation, of which $49,800 has been expensed for services rendered and $33,200 has been included in prepaid expense for future services    The final installment of shares will be issued upon completion of the agreed upon performance.  Refer to Note 8(b).

c)

On January 22, 2015, the Company issued 500,000 shares of common stock with a fair value of $39,450 to a former Director for marketing consulting services. On May 6, 2015, the Director had resigned from the Company and the agreement was mutually terminated. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement.

d)

On April 23, 2015, the Company issued 2,125,000 shares of common stock with a fair value of $63,750 to a former Director for consulting services relating to patent applications. The agreement is effective until the completion of the initial filing for the patent related to the Cannabidiol Thin Film Strip. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. Refer to Note 8(c).

e)

On May 9, 2015, the Company entered into an addendum pursuant to a contract to acquire certain property in Vancouver, Canada. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of a non-refundable payment to further extend the Company’s option to acquire the property. On June 16, 2015, the Company issued 1,400,000 shares of common stock with a fair value of $28,000. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. Refer to Note 8(a).

f)

On May 19, 2015, the Company issued 1,250,000 shares of common stock with a fair value of $37,500 to the former President of the Company for general consulting services and as part of his March 29, 2015 contract. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the President every six months as compensation. Either party may terminate the agreement by providing written thirty days’ notice. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement.

g)

On July 28, 2015, the Company issued 625,000 shares of common stock with a fair value of $11,250 to a director of the Company for services relating to the formation and development of business contacts and as part of his June 15, 2015 consulting agreement. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the consultant as part of compensation. 625,000 shares of common stock are to be issued upon execution of the agreement, and 625,000 shares of common stock are to be issued six months from the date of the agreement. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement. Refer to Note 8(d).

h)

On August 31, 2015, the Company issued 625,000 shares of common stock with a fair value of $17,500 to the CEO of the Company for consulting services relating to the cannabis industry and as part of his June 29, 2015 consulting agreement. Pursuant to the agreement, the Company shall issue 625,000 shares of common stock to the consultant upon execution of the agreement and every six months thereafter as compensation. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement, of which $5,833 has been recorded as consulting expense and $11,667 has been recorded as prepaid expense for future services. Refer to Note 8(e).

i)

On August 31, 2015, the Company issued 882,353 shares of common stock with a fair value of $14,117 to the former President of the Company as settlement for his outstanding compensation and as part of his September 3, 2015 settlement agreement. Pursuant to the agreement, the Company shall pay $4,300 in expense reimbursement and issue 882,353 shares of common stock to the former President as settlement. The fair value of the shares of common stock was calculated based on the closing price of the Company’s common shares on the date of the agreement.  Refer to Note 9.  

10                

              


8.

Commitments

a)

In May 2014, CVI (Canada) entered into a contract to acquire certain property in Vancouver, Canada for $600,000 (“the Contract”). It is the Company’s intention to facilitate the cultivation of medical marijuana on the property if it is able to acquire the necessary license from Health Canada. The property is owned personally by a director of CVI (Canada).

In July 2014, CVI (Canada) filed the application with Health Canada for the MMPR License (Marijuana for Medical Purposes Regulations). The Contract had an initial term of 4 months, expiring August 31, 2014, to give the Company the time to acquire the necessary license from Health Canada.  During this four month period, the Company paid the owner of the property a nonrefundable payment of $4,000 a month and this expense has been recognized in the consolidated statement of operations.

On May 9, 2015, the Company entered into an addendum with the owner of the property. In additional to the nonrefundable payment of $2,500 a month to extend the Contract, the Company is to issue 1,400,000 shares of common stock as part of a non-refundable option payment towards the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner.

During the period ended August 31, 2015, the Company discontinued its application with Health Canada and terminated its participation in the Contract.

b)

On January 13, 2015, the Company entered into a consulting agreement with Dignitas Consulting LLC. Pursuant to the agreement, Dignitas Consulting, LLC is to provide the Company with consulting services regarding business development, acquisition strategies, and investor relations. The consultant is to be compensated through the issuance of the Company’s shares as follows:

·

2,000,000 of the Company’s common stock issued on or about by January 15, 2014 (issued)

·

2,000,000 of the Company’s common stock issued on or about by May 5, 2015 (issuable, and will be issued once services have been provided by Dignitas).

The agreement shall be effective during the period January 13, 2015 to October 31, 2015.

a)

On April 23, 2015, the Company entered into a consulting agreement with a consultant and former director of the Company for the completion of a patent application. Either party may terminate the agreement by providing written thirty days’ notice. The Consultant shall receive the following as compensation:

·

2,125,000 common stock upon execution of the agreement (issued)

·

2,000,000 common stock upon filing of the first US patent application


a)

On June 15, 2015, the Company entered into a consulting agreement with a director for services relating to the formation and development of business contacts. Pursuant to the agreement, the Company shall issue 1,250,000 shares of common stock to the consultant as part of compensation. 625,000 shares of common stock are to be issued upon execution of the agreement (issued), and 625,000 shares of common stock are to be issued six months from the date of the agreement.

b)

On June 29, 2015, the Company entered into a consulting agreement with the CEO of the Company for consulting services relating to the cannabis industry. Pursuant to the agreement, the Company shall issue 625,000 shares of common stock to the consultant upon execution of the agreement (issued) and every six months thereafter as compensation.


9.

Subsequent Events

a)

On September 3, 2015, the President and Chief Executive Officer of the Company resigned.  As part of the settlement agreement, the Company paid $4,300 and issued 882,353 common shares with a fair value of $14,117 to settle amounts owing of $27,000.  

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2015 to the date these condensed consolidated financial statements were issued, and has determined that, other than as disclosed above, it does not have any material subsequent events to disclose in these financial statements.



11                

              


ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.


RESULTS OF OPERATIONS


Working Capital


 

August 31,

2015

$

November 31,

2014

$

Current Assets

51,117

-

Current Liabilities

388,709

192,673

Working Capital (Deficit)

(337,592)

(192,673)


 


Cash Flows


 

Nine months ended August 31,

2015

$

Nine months ended August 31

2014

$

Cash Flows from (used in) Operating Activities

(113,342)

(53,457)

Cash Flows from (used in) Investing  Activities

(7,182)

(52,972)

Cash Flows from (used in) Financing Activities

120,524

106,325

Net Increase (decrease) in Cash During Period

-

(104)


 

12                

              


Revenues


During the three and nine months ended August 31, 2015 and 2014, the Company has not earned any revenues and has not earned any revenues since its inception on March 15, 2010.  


Operating Expenses


Three Months Ended August 31, 2015 and 2014


During the three months ended August 31, 2015, the Company incurred operating expenses of $207,558 compared with $36,986 during the three months ended August 31, 2014.  The increase in the current period is due to an increase of $163,734 in consulting expense to third parties and related parties relating to business development and marketing services to the Company in exchange for the issuance of common shares, and an increase of $26,338 of general and administrative expenses due to various professional fees and administrative costs related to an overall increase in operating activity.  Increases were offset by a decrease of $13,500 in option payments for a property acquisition in British Columbia, Canada as the Company terminated the agreement during the period and stopped further payments.  


Nine Months Ended August 31, 2015 and 2014


During the nine months ended August 31, 2015, the Company incurred operating expenses of $563,619 compared with $50,548 during the nine months ended August 31, 2014.  The increase in the current period is due to consulting expense of $386,184 relating to business development and marketing that was paid through the issuance of common shares, an increase of $93,205 in general and administrative expenses due to various professional fees and administrative costs related to an overall increase in operating activity, and an increase of $32,500 in option payments on the proposed property acquisition.  


Net Loss


During the three months ended August 31, 2015, the Company incurred a net loss of $207,675 and a net loss per share of $0.00 compared with a net loss of $36,986 and a net loss per share of $0.00 for the three months ended August 31, 2014 due to the factors discussed above.  


During the nine months ended August 31, 2015, the Company incurred a net loss of $563,736 and a net loss per share of $0.00 compared with a net loss of $50,548 and a net loss per share of $0.00 for the nine months ended August 31, 2014 due to the factors discussed above.  

Liquidity and Capital Resources


As of August 31, 2015, the Company has not earned revenue, has a working capital deficit of $337,592, and an accumulated deficit of $950,807. 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 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.  


13                

              


Cashflow from Operating Activities


During the nine months ended August 31, 2015, the Company used $113,342 of cash in operating activities compared to the use of $53,457 of cash for operating activities during the nine months ended August 31, 2014 for an increase of $59,885 in cash used in operating activities. The increase in cash used for operating activities is due to an increase in the overall operating activity of the Company compared to prior year.  


Cashflow from Investing Activities


During the nine months ended August 31, 2015, the Company used $7,182 of cash for investing activities compared with $52,972 during the nine months ended August 31, 2014.  The decrease in the use of cash is due to the fact that the Company invested $52,972 in a proposed joint venture in the prior year and did not have similar activities during the current year.  


Cashflow from Financing Activities


During the nine months ended August 31, 2015, the Company received $120,524 of cash from financing activities compared with $106,325 during the nine months ended August 31, 2014.  During the year, the Company received $125,524 from related parties offset by payments of $5,000 to a related party.  During the prior year, the Company received $101,325 from related parties offset by payments of $5,000 to a related party.  

 

Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Subsequent Events


On September 3, 2015, the President and Chief Executive Officer of the Company resigned.  As part of the settlement agreement, the Company paid $4,300 and issued 882,353 common shares with a fair value of $14,117 to settle amounts owing of $27,000.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note (1) of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


14                

              


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.


Stock-Based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


Recently Issued Accounting Pronouncements


The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and does not believe that the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations as reported in its financial statements.


Contractual Obligations


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.  CONTROLS AND PROCEDURES

 

Management's Report on Internal Control over Financial Reporting.


Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


As management, it is our responsibility to establish and maintain adequate internal control over financial reporting.  As of May 31, 2015, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

Based on our evaluation, we concluded that the Company maintained effective internal control over financial reporting as of May 31, 2015, based on criteria established in the Internal Control Integrated Framework issued by the COSO.


This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.

 

Evaluation of disclosure controls and procedures.  


As of August 31, 2015, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.


Changes in internal controls.  


During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


15                

              



PART II – OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS


As of August 31, 2015 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject.  Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES


For the nine months ended August 31, 2015, 6,907,353 shares of common stock were issued for consulting services.  No unregistered sales of equity securities were completed during the nine months ended August 31, 2014.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  

No senior securities were issued or outstanding during the nine months ended August 31, 2015 or 2014.

  

ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 5.  OTHER INFORMATION

 

Mr. Harold A. Milburn resigned as an officer and director with the Company effective as of September 21, 2015.  The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


On September 21, 2015, Mr. Calvin Frye was appointed as a member of the Company’s Board of Directors and as the Company’s Chief Executive Officer and Chief Financial Officer.    


In addition on September 21, 2015, Ms. Allison Hess was appointed as a member of the Company’s Board of Directors and as the Company’s President, Secretary and Treasurer.


A Form 8-K was filed on September 21, 2015



16                

              



ITEM 6.  EXHIBITS


 

 

Exhibit

Number

Exhibit

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB

XBRL Taxonomy Extension Label Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



                                                                                                                                                                                                                            

 

 

  

GALA GLOBAL INC.

 

 

(REGISTRANT)

  

 

Date:  October 20, 2015

/s/   Calvin Frye

 

 

Calvin Frye

  

 

Chief Executive Officer, Chief Financial Officer and Director

 

 

(Authorized Officer for Registrant)

 

 

17