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

GALA GLOBAL INC.

Condensed Consolidated Statements of Operations

(unaudited)

‘* denotes a loss of less than $(0.01).

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

GALA GLOBAL INC.

Condensed Consolidated Statements of Changes in Stockholders ‘Deficit

From November 30, 2013 to May 31, 2015

(unaudited)

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

GALA GLOBAL INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

** 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)

GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Six Months Ended May 31, 2015 and 2014

(unaudited)

1.

Organization and Nature of Operations

Gala Global Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on March 15, 2010 (Inception). 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., the Company’s then controlling shareholder, sold all of its 3,547,000 shares of the Company’s common stock, 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 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 also is seeking acquisition candidates in this area of interest in the nutraceutical and pharmaceutical industries. The Company also plans to enter into the medical marijuana cultivation industry as approved in the United States and Canada to build legalized cultivation operations

Gala Global, Inc.’s services include the development of cannabinoid based health and wellness products; the management and consulting of licensed marijuana cultivation facilities 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 May 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).

GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Six Months Ended May 31, 2015 and 2014

(unaudited)

1.

Organization and Nature of Operations (continued)

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 our statement of operations.

The Contract had been extended on a month to month basis and as of May the Company continues to pay the property owner a reduced nonrefundable payment of $2,500 a month while it awaits the determination from Health Canada. There is no guarantee that the property owner will continue to extend the term of the Contract or that the Company will be successful in obtaining a license from Health Canada. Moreover as at the date of this report, the Company does not have the funds to complete the purchase of the property nor is there any guarantee that it will be able to raise the required funding.

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 with a fair value of $28,000 non-refundable consideration to extend the purchase option on the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner. Refer to Note 8(b).

In July 2014, CVI (Canada) filed the application with Health Canada for the MMPR License (Marihuana for Medical Purposes Regulations). The response to last round of comments received from Health Canada was received by CVI (Canada) in May 11, 2015. We responded on May 28, 2015 and Health Canada acknowledged receipt on May 29, 2015.    

Going Concern

These 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 May 31, 2015, the Company has not earned revenue, has a working capital deficit of $172,784, and an accumulated deficit of $743,132. 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.  

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The 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 three wholly owned subsidiaries, Nevada incorporated Cannabis Ventures Inc. (USA), Vancouver, British Columbia incorporated Cannabis Ventures Inc. (Canada), California incorporated CBD Life, Inc, from the date of their acquisition by the Company effective June 26, 2014. All inter-company transactions and balances have been eliminated on consolidation.)

c)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and investments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d)

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 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 and six months ended May 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.

e)

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of its inception (March 15, 2010) as a development stage company. The Company has generated no revenue since inception (March 15, 2010) and is still devoting substantially all of its efforts on establishing the business.  All losses accumulated since Inception (March 15, 2010) have been considered as part of the Company’s development stage activities.  Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements. 

f)

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

g)

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.  

GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Six Months Ended May 31, 2015 and 2014

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

h)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

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, accounts payable and accrued liabilities, and amounts due to related party. 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 carrying values of the Company’s financial instruments approximate their current fair values because of their nature and the short term maturity dates or durations of these instruments.

i)

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.

j)

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 six month periods ended May 31, 2015 and 2014.

k)

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.

l)

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.  

m)

Foreign Currency Translation

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

n)

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. 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 six months ended May 31, 2015 and 2014.  

o) Recent Accounting Pronouncements

GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Six Months Ended May 31, 2015 and 2014

(unaudited)

3.

Intangible Asset

In April 2015, the Company incurred costs relating to the commencement of a patent application process for a fair value of $63,750.  Refer to Note 6(d).
 

4.

Related Party Transactions

a)

During the three and six months ended May 31, 2015, the Company received advances of $18,555 (May 31, 2014 - $nil) and $69,689 (May 31, 2014 - $14,133) from a shareholder of the Company to fund payment of operating expenditures. The amounts owing are unsecured, non-interest bearing, and due on demand.

b)

On May 19, 2015, the Company issued 1,250,000 (May 31, 2014 - nil) shares to the President of the Company with a fair value of $37,500 (May 31, 2014 - $nil) for consulting services. Refer to Note 6(e).

c)

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 to the President of the Company every six months as compensation. Either party may terminate the agreement by providing written thirty days notice.

d)

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”). 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.

During the three and six months ended May 31, 2015, the Company paid $7,500 (May 31, 2014 - $nil) and 18,000 (May 31, 2014 - $nil) under the term of a contract to purchase property in Vancouver, Canada to a director of CVI.

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. Refer to Note 8(b).

e)

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.  

f)

On December 16, 2014, the Company issued 500,000 common shares to a director of the Company for consulting services.  Refer to Note 6(c).  Mr. Frank resigned as a director of the Company.

g)

On April 23, 2015, the Company issued 2,125,000 to a director of the Company for consulting fees.  Refer to Note 6(d).  Mr. Anderson has resigned as a director.  The shares were issued for continuing consulting services to be performed.

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 May 31, 2015, the Company received a repayment of $5,385 and deemed the remaining balance to be uncollectible. In May 2015, The Company recognized an impairment charge of $7,182 on the loan receivable for uncollectible principal and interest.

6.

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 issued 2,000,000 shares of common stock with a fair value of $83,000 as partial compensation for business development consulting services. 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 May 31, 2015, 2,000,000 shares of common stock with a fair value of $83,000 remain as shares issuable to the consultant as compensation.

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. During the period ended May 31, 2015, the Director had resigned from the Company and the agreement has been 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 7(d).

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. As at May 31, 2015, 1,400,000 common shares with a fair value of $28,000 are issuable to the property owner. Refer to Note 7(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 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. Refer to Note 7(c).

GALA GLOBAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Three and Six Months Ended May 31, 2015 and 2014

(unaudited)

7.

Commitments and Contingencies

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 response to last round of comments received from Health Canada was received by CVI (Canada) in February 6, 2015. We responded on February 26, 2015 and Health Canada acknowledged receipt on February 27, 2015. 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 our statement of operations.

The Contract has now been extended on a month to month basis and the Company continues to pay the property owner a nonrefundable payment of $2,500 a month while it awaits the determination from Health Canada.  There is no guarantee that the property owner will continue to extend the term of the Contract or that the Company will be successful in obtaining a license from Health Canada. Moreover as at the date of this report, the Company does not have the funds to complete the purchase of the property nor is there any guarantee that it will be able to raise the required funding.

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 non-refundable consideration to extend the option to acquire the property. On June 16, 2015, 1,400,000 shares of common stock were issued to the property owner. Refer to Note 8(b).

b)

On January 13, 2015, the Company entered into a consulting agreement with Dignitas Consulting LLC (“Dignitas”). 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.

The agreement shall be effective during the period January 13, 2015 to October 31, 2015.  On May 5, 2015, the 2,000,000 shares issuable to Dignitas has not been issued pending completion of consulting services by Dignitas to the Company.  

a)

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 to the President of the Company every six months as compensation. Either party may terminate the agreement by providing written thirty days notice.

b)

On April 23, 2015, the Company entered into a consulting agreement with a consultant 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)

·

2,125,000 common stock upon filing of the first US patent application

8.

Subsequent Events

a)

On June 15, 2015, the Company entered into a consulting agreement with a director of the Company for services relating to the formation and development of business contacts. The Company is to 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.

b)

On June 16, 2015, the Company issued 1,400,000 shares of common stock pursuant to the contract dated in May of 2014 to acquire certain property in Vancouver, Canada. Refer to Note 7(a).

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to May 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.

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

Cash Flows

Revenues

During the three and six months ended May 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 May 31, 2015 and 2014

During the three months ended May 31, 2015, the Company incurred operating expenses of $96,348 compared with $5,100 during the three months ended May 31, 2014.  The increase in the current period is due to an increase of $56,566 in general and administrative expenses due to various professional fees and administrative costs related to an overall increase in operating activity, $35,500 in option payments on the proposed property acquisition, and offset by a net decrease of $5,000 in consulting expense relating to the reclassification of consulting expenses as a prepaid expense.  

Six Months Ended May 31, 2015 and 2014

During the six months ended May 31, 2015, the Company incurred operating expenses of $356,061 compared with $13,562 during the six months ended May 31, 2014.  The increase in the current period is due to consulting expense of $222,450 relating to business development and marketing, an increase of $72,867 in general and administrative expenses due to various professional fees and administrative costs related to an overall increase in operating activity, and $46,000 in option payments on the proposed property acquisition.  

Net Loss

During the three months ended May 31, 2015, the Company incurred a net loss of $96,348 and a net loss per share of $0.00 compared with a net loss of $5,100 and a net loss per share of $0.00 for the three months ended May 31, 2014 due to the factors discussed above.  

During the six months ended May 31, 2015, the Company incurred a net loss of $356,061 and a net loss per share of $0.00 compared with a net loss of $13,562 and a net loss per share of $0.00 for the six months ended May 31, 2014 due to the factors discussed above.  

Liquidity and Capital Resources

As of May 31, 2015, the Company has not earned revenue, has a working capital deficit of $172, 784, and an accumulated deficit of $743,132. 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.  

Cashflow from Operating Activities

During the six months ended May 31, 2015, the Company used $62,507 of cash in operating activities compared to the use of $24,237 of cash for operating activities during the six months ended May 31, 2014 for an increase of $38,270 in cash used in operating activities. The increase between the two periods was mainly due to the increase in the six month operation loss of $342,499 offset by shares issued for consulting services.

Cashflow from Investing Activities

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 May 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.

Cashflow from Financing Activities

During the six months ended May 31, 2015, the Company received $69,689 by way of loans from a related party. By comparison, during the six months ended May 31, 2015, the Company received $24,133 in total proceeds from related parties.    

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 June 15, 2015, the Company entered into a consulting agreement with a director of the Company for services relating to the formation and development of business contacts. The Company is to 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.

On June 16, 2015, the Company issued 1,400,000 shares of common stock pursuant to a contact relating to the acquisition of certain property in Vancouver, Canada.  

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.

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 May 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.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As of May 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 six months ended May 31, 2015, 3,375,000 shares of common stock were issued for consulting services.  No unregistered sales of equity securities were completed during the six months ended May 31, 2014.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

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.