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~~February 3128, ~~2018~~2019

☐ 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 PHARMACEUTICAL 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~~18881 ~~South~~Von ~~Jones~~Karman ~~Blvd~~Ave. ~~#3725,~~Suite ~~Las Vegas, Nevada 89146~~ 1440

Irvine, CA 92612

(Address of principal executive offices)

~~657~~(775) 321-~~215-5742~~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 ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~smaller ~~Interactive~~reporting ~~Data~~company, ~~File~~or ~~required~~an toemerging begrowth ~~submitted~~company. ~~and~~See ~~posted~~the ~~pursuant~~definitions ~~to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer”, ~~chapter)~~“smaller ~~during~~reporting ~~the~~company”, and ~~preceding~~“emerging 12growth ~~months~~company” ~~(or~~in ~~for~~Rule ~~such shorter~~12b-2 ~~period~~of ~~that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~Yes ☐ No ☐~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, ano ~~accelerated~~Accelerated filer, ao ~~non~~Non-accelerated filer, ~~smaller~~o Smaller reporting company, orþ anEmerging ~~emerging~~ growth company. ~~See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)~~o

~~Large~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by check ~~Non-accelerated~~mark ~~filer~~if ☐the ~~(Do~~registrant has elected not ~~check~~to ifuse athe ~~smaller~~extended ~~reporting~~transition ~~company)~~period ~~Smaller~~for ~~reporting~~complying ~~company~~with ☒any ~~Emerging~~new ~~growth~~or ~~company~~revised ☐financial accounting standards provided pursuant to section 13(a) of the Exchange Act. o

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant is ~~has~~a ~~elected~~shell ~~not~~company to(as ~~use~~defined ~~the~~in ~~extended~~Rule ~~transition~~12b-2 ~~period for complying with any new or revised financial accounting standards provided pursuant to section 13(a)~~ of the Exchange Act). Yes o No ☐þ

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~October~~April 2218, ~~2018~~2019, the registrant had 78107,~~954~~672,~~937~~ 976 shares of common stock outstanding.

GALA PHARMACEUTICAL INC.

Table of Contents

PART I – FINANCIAL INFORMATION 14 Item 1. Financial Statements (unaudited) 14 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1418 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1922 Item 4. Controls and Procedures 1922 PART II – OTHER INFORMATION 2024 Item 1. Legal Proceedings 2024 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Securities 2024 Item 3. Defaults Upon Senior Securities 2124 Item 4. Mine Safety Disclosures 2124 Item 5. Other Information 2124 Item 6. Exhibits 2124 SIGNATURES 2225

GALA PHARMACEUTICAL INC.

(formerly Gala Global Inc.)

Condensed Consolidated Financial Statements

(unaudited)

For the ~~Three~~Period ~~and Nine Month Periods~~ Ended ~~August~~ 31February 28, ~~2018 and 2017~~2019

Condensed Consolidated Balance Sheets (unaudited)	24
Condensed Consolidated Statements of Operations (unaudited)	35
Condensed Consolidated Statements of Cash Flows (unaudited)	4
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	5
Condensed Consolidated Statements of Cash Flows (unaudited)	7
Notes to the Condensed Consolidated Financial Statements (unaudited)	8

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

GALA PHARMACEUTICAL INC.

Condensed Consolidated Balance Sheets

	August 31, 2018 $			November 30, 2017 $
	February 28, 2019 $			November 30, 2018 $
	(unaudited)	~~(unaudited)~~
ASSETS
Current assets
Cash		14179,~~616~~293			7116,~~767~~198
Marketable securities		67,800			–
Inventory		–			–
Inventory		2,241			2,241
Prepaid expenses		–			–
Prepaid expenses		115,116			41,908
Prepaid expenses – related parties		27,000			69,000
Prepaid expenses – related party		10,000			10,000
Marketable securities		37,200			41,800
Total current assets		~~209~~243,~~773~~493			61226,~~916~~998
Equipment, net of accumulated depreciation		3739,~~883~~140			4635,~~060~~160
Total assets		~~247~~282,~~656~~633			~~107~~262,~~976~~158
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		6297,~~460~~206			3482,~~556~~275
Accounts payable and accrued liabilities – related party		~~116~~42,~~327~~201			6149,~~475~~761
Due to related parties		123,367			48,367
Deferred rent		29,096			29,096
Due to related parties		176,188			203,688
Loans payable		42,000			42,000
Loans payable - related parties		20,764			20,764
Loans payable – related parties		5,764			5,764
Convertible debentures, net of unamortized discount of $29,380 and $nil, respectively		257,881			353,629
Warrant liability		5,882			5,694
Derivative liabilities		832,531			453,005
Convertible note, net of discount of $282,026 and $76,903, respectively		240,628			244,477
Total liabilities		1,455,330			1,013,796
Derivative liabilities		994,126			458,109
Commitments and contingencies
Total liabilities		1,633,091			1,120,864
Organization and nature of operations (Note 1)
Commitments and contingencies (Note 12)
Subsequent events (Note 13)
STOCKHOLDERS’ DEFICIT
Preferred stock Authorized: 10,000,000 shares with a par value of $0.001 per share Issued and outstanding: 500,000 and 500,000 shares, respectively		500			500
Preferred stock Authorized: 10,000,000 shares with a par value of $0.001 per share Issued and outstanding: 500,000 and nil shares, respectively		500			500
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 58,704,908 and 35,701,561 shares, respectively		58,705			35,702
Common stock Authorized: 500,000,000 shares with a par value of $0.001 per share Issued and outstanding: 95,197,976 and 92,011,666 shares, respectively		95,198			92,012
Additional paid-in capital		34,~~637~~352,~~493~~635			24,~~417~~290,~~400~~722
Common stock issuable		137,500			25,000
Deferred compensation		(74,486	)		(117,021	)
Deferred compensation – related party		(125,000	)		(165,853	)
Deficit		(5,654,618	)		(5,077,446	)
Accumulated deficit		(4,907,251	)		(3,218,569	)
Total stockholders’ deficit attributable to Gala Pharmaceutical Inc.		(1,280,771	)		(811,233	)
Total shareholders’ deficit attributable to Gala Pharmaceutical Inc.		(1,198,053	)		(905,820	)
Non-controlling interest		(69,687	)		(47,473	)
Noncontrolling interest		(9,621	)		–
Total liabilities and stockholders’ deficit		282,633			262,158
Total stockholders’ deficit		(1,207,674	)		(905,820	)
Total liabilities and stockholders’ deficit		247,656			107,976

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

GALA PHARMACEUTICAL INC.

Condensed Consolidated Statements of Operations

(unaudited)

	Three months ended August 31, 2018 $			Three months ended August 31, 2017 $			Nine months ended August 31, 2018 $			Nine months ended August 31, 2017 $
	Three months ended February 28, 2019 $			Three months ended February 28, 2018 $
Revenue	–	–		–	–			~~4,675~~			–
Cost of revenue	–	–		–	–			~~(3,216~~	)		–
Gross Profit		–			–			~~1,459~~			–
Operating expenses
Consulting fees		~~129~~55,~~561~~690			23115,~~852~~343			~~380,140~~			~~23,852~~
Consulting fees – related party		~~138~~89,~~303~~137			~~164~~320,~~736~~192			~~560,335~~			~~210,845~~
Depreciation		2,723			–2,730			~~8,177~~
General and administrative		1938,~~519~~666			2836,~~822~~263			~~164,847~~			~~54,075~~
General and administrative – related party		916,~~000~~397			6860,~~344~~515			~~94,405~~			~~124,865~~
Rent		928,~~700~~050			113,~~050~~185			~~33,303~~			~~3,500~~
Total operating expense		~~308~~230,~~806~~663			~~286~~548,~~804~~228			~~1,241,207~~			~~417,137~~
Loss before other expense		(308,806	)		(286,804	)		(1,239,748	)		(417,137	)
Loss before other income (expense)		(230,663	)		(548,228	)
Other expense
Other income (expense)
Change in fair value of derivative liability		(477,174	)		(197,308	)		(588,364	)		(207,340	)
Change in fair value of derivative liabilities		(353,949	)		(111,519	)
Interest expense		(2227,~~421~~007	)		(8918,~~656~~238	)		~~(56,428~~	)		~~(265,430~~	)
Gain on sale of subsidiaries		71,800			–			71,800			–
Gain (loss) on settlement of debt		16,833			94,743
Gain (loss) on settlement of notes payable		23,694			(93,050	)		118,437			(93,050	)
Unrealized loss on marketable securities		(4,600	)		–
Loss on settlement of notes payable – related party		–			(28,371	)		–			(116,705	)
Total other income (expense)		(368,723	)		(35,014	)
Unrealized loss on marketable securities		(4,000	)		–			(4,000	)		–
Net loss		(599,386	)		(583,242	)
Total other expense		(408,101	)		(408,385	)		(458,555	)		(682,525	)
Less: loss attributed to non-controlling interest		22,214			–
Net loss before controlling interest		(716,907	)		(695,189	)		(1,698,303	)		(1,099,662	)
Net loss to Gala Pharmaceutical Inc.		(577,172	)		(583,242	)
Less: Net loss attributed to non-controlling interest		5,211			–			9,621			–
Net loss per share, basic and diluted		(0.01	)		(0.01	)
Net loss		(711,696	)		(695,189	)		(1,688,682	)		(1,099,662	)
Weighted average common shares outstanding, basic and diluted		94,133,908			40,202,240
Net loss per share, basic and diluted		(0.01	)		(0.02	)		(0.03	)		(0.06	)
Weighted average common shares outstanding		57,019,548			36,913,138			50,214,771			19,368,632

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

GALA PHARMACEUTICAL INC.

Condensed Consolidated Statements of ~~Cash~~Changes ~~Flows~~in Stockholders’ Deficit

For the period from December 1, 2017 to February 28, 2019

(unaudited)

		For the Nine Months Ended August 31, 2018 $				For the Nine Months Ended August 31, 2017 $
	Preferred stock						Common stock				Additional paid-in		Common Stock			Deferred			Non controlling
Operating activities
	Shares			Par Value			Shares		Par value		capital		Issuable			Compensation			Interest			Deficit			Total
Net loss for the period			(1,698,303	)			(1,099,662	)
	#			$			#		$		$		$			$			$			$			$
Adjustments to reconcile net loss to net cash used in operating activities:
Balance, November 30, 2017		500,000			500			35,701,590		35,702		2,417,400		25,000			(165,853	)		–			(3,218,569	)		(905,820	)
Amortization of discount on convertible note			620				77,570
Shares issued for cash		–			–			27,250,000		27,250		492,750		–			–			–			–			520,000
Amortization of debt issuance costs			–				16,281
Shares issued for settlement of debt		–			–			4,143,409		4,143		365,989		–			–			–			–			370,131
Change in fair value of derivative liability			588,364				207,340
Shares issued for consulting services		–			–			11,500,000		11,500		548,500		(25,000	)		–			–			–			535,000
Common shares issued for services and compensation – related party			312,500				210,777
Shares issued for consulting services – related party		–			–			13,416,667		13,417		466,083		–			–			–			–			479,500
Common shares issued for services			562,853				8,852
Deferred compensation		–			–			–		–		–		–			48,832			–			–			48,832
Depreciation			8,177				–
Net loss for the year		–			–			–		–		–		–			–			(47,473	)		(1,858,877	)		(1,906,350	)
Derivative expense			–				161,353
Balance, November 30, 2018		500,000			500			92,011,666		92,012		4,290,722		–			(117,021	)		(47,473	)		(5,077,446	)		(858,706	)
Fair value of warrants issued			5,695				–
Shares issued for services		–			–			2,000,000		2,000		37,000		–			–			–			–			39,000
Loss on settlement of related party debt			–				116,705
Shares issued for conversion of debt								1,186,310		1,186		24,913		–			–									26,099
Loss (gain) on settlement of debt			(118,437	)			93,050
Deferred compensation		–			–			–		–		–		–			42,535			–			–			42,535
Gain on sale of subsidiaries			(71,800	)			–
Net loss for the period		–			–			–		–		–		–			–			(22,214	)		(577,172	)		(599,386	)
Unrealized loss on marketable securities			4,000				–
Balance, February 28, 2019		500,000			500			95,197,976		95,198		4,352,635		–			(74,486	)		(69,687	)		(5,654,618	)		(1,350,458	)
Changes in operating assets and liabilities:
Prepaid expenses			(73,208	)			(37,168	)
Prepaid expenses – related party			–				(10,000	)
Accounts payable and accrued liabilities			81,536				12,668
Accounts payable and accrued liabilities – related party			54,852				16,566
Net cash used in operating activities			(343,151	)			(225,668	)
Investing activities
Loan issued to related party			–				(20,000	)
Purchase of equipment			–				(100,000	)
Net cash used in investing activities			–				(120,000	)
Financing activities
Proceeds from related party debt			75,000				28,867
Proceeds from convertible note			30,000				250,000
Proceeds from issuance of common shares			245,000				108,000
Proceeds from note payable - related party			–				8,500
Net cash provided by financing activities			350,000				395,367
Increase in cash			6,849				49,699
Cash, beginning of period			7,767				10,841
Cash, end of period			14,616				60,540

~~Supplemental~~(The ~~Disclosures~~accompanying ~~(Note~~notes 14to are an integral part of these condensed consolidated financial statements)

~~(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)~~6

GALA PHARMACEUTICAL INC.

Condensed Consolidated Statements of Cash Flows

	Three months ended February 28, 2019 $			Three months ended February 28, 2018 $

Operating activities

Net loss for the year		(599,386	)		(583,242	)

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

Accretion expense		9,877			–
Amortization of deferred compensation costs		42,535			120,822
Change in fair value of derivative liability		353,949			111,519
Common shares issued for services and compensation – related party		39,000			200,000
Depreciation		2,723			2,730
Gain on settlement of debt		(16,833	)		(94,743	)
Unrealized loss on marketable securities		4,600			–

Changes in operating assets and liabilities:

Prepaid expenses		42,000			111,735
Accounts payable and accrued liabilities		21,143			39,565
Accounts payable and accrued liabilities – related party		(7,500	)		9,015
Warrant liability		190			–

Net cash used in operating activities		(107,702	)		(82,599	)

Investing activities

Purchase of equipment		(6,703	)		–

Net cash used in investing activities		(6,703	)		–

Financing activities

Proceeds from related party operating advances		–			75,000
Proceeds from convertible notes, net		205,000			–
Repayments to related party		(27,500	)		–

Net cash provided by financing activities		177,500			75,000

Increase (decrease) in cash		63,095			(7,599	)

Cash, beginning of period		116,198			7,767

Cash, end of period		179,293			168
1
Supplemental disclosures (Note 11)

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

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

1.	Organization and Nature of Operations

Gala Pharmaceutical Inc. (~~formerly Gala Global Inc.) (~~the “Company” or “GPI”) was incorporated in the State of Nevada on March 10, 2010. The Company provides Testing or Analytical Chemistry tools for chemical, plant, soil, and liquid composition analysis. GPI provides analysis of compositional traits for hemp and cannabis products (cannabinoid, terpenes, pesticides, residual solvents and microbial). The analysis is being done at certified labs with persistent results.

The Company also provides genetic “fingerprinting” and “sequencing” of various crop species. This fingerprinting allows for storing genetic fingerprint information into a proprietary database. Customers can access genetic fingerprint data which can be used for predictive breeding applications and for protecting intellectual property (IP). Additionally, the Company can develop new genetics by using state of the art breeding technology and provides ~~consulting~~tissue onculture ~~testing~~and ~~lab~~cloning services. These clones are guaranteed to be disease ~~designs~~free, chemical free and ~~SOPs~~healthy and robust.

Additionally, the Company provides consulting on testing and manufacturing lab designs and SOPs. The Company provides services to customers for building turnkey labs, drug formulations and troubleshooting. It has highly qualified professionals to bring productivity and efficiency within your current resources.

Going Concern

These ~~condensed~~ consolidated ~~financial~~ financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets ~~and~~ and discharge its liabilities in the normal course of business. As at ~~August~~February 3128, ~~2018~~2019, the Company has a working capital deficit of $1,~~245~~389,~~557,~~598 and an accumulated deficit of $45,~~907~~654,~~251, and has a convertible debenture that is currently in default~~618. ~~Refer to Note 6.~~ 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.

Summary of Significant Accounting Policies

(a) Basis of Presentation

~~The~~These consolidated financial ~~statements~~ statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is November 30.

(b) Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries,: 51% ownership of Gala ~~Pharmaceuticals~~Pharmaceutical (California), Inc. (“Gala California”) from February 7, 2018 (date of incorporation) ~~and~~to ~~100%~~current ~~of Gala Labs~~date, ~~Inc.~~and ~~from~~100% ~~July~~ownership ~~11, 2018 (date~~ of ~~incorporation) as well as~~ Cannabis Ventures, Inc. (USA) ~~and~~ , Cannabis Ventures Inc. (Canada), ~~from~~and ~~June~~CBD 26Life, ~~2014~~Inc. ~~(date of incorporation)~~ until the sale of ~~those~~these subsidiaries on June 20, 2018. ~~Refer to Note 3.~~ All inter-company transactions and balances have been eliminated on consolidation and the proportionate net income/loss on the 49% non-controlling interest has been deducted from the Company’s net loss on the consolidated statement of operations commencing with a corresponding entry within stockholders’ deficit.

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(c)

Interim Financial Statements

The accompanying unaudited ~~financial~~consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim ~~financial~~ 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 ~~nine~~three months ended ~~August~~February 3128, ~~2018~~2019 are not necessarily indicative of the results that may be expected for the year ended November 30, ~~2018~~2019. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended November 30, ~~2017~~2018 included in our Form 10-K filed with the SEC.

(d)

Use of Estimates

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

(e) ~~Basic~~Financial ~~and Diluted Net Loss per Share~~Instruments

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. For the three and nine months ended August 31, 2018, the Company had 5,920,263 and 4,893,819 (three and nine months ended August 31, 2017 - 823,671 and 484,246) potentially issuable shares from an outstanding convertible note.

(f) Revenue Recognition Policy

The Company recognizes and accounts for revenue in accordance with ASC 605 as a principal on the sale of goods. Pursuant to ASC 605, Revenue Recognition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer and collection is reasonably assured. The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company acts as a principal in its revenue-earnings activities as they are responsible for the production of goods purchased by the customer, can determine the pricing costs, goods purchased are paid directly by the Company, and has a credit risk with respect to collection of amounts owed by its customers.

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the Nine Months Ended August 31, 2018 and 2017

(unaudited)

2. Summary of Significant Accounting Policies (continued)

(g) Fair Value Measurements

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 receivable, accounts payable and accrued liabilities, loans payable, amounts due to and from related parties, liabilities for shares issuable – related party, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.9

The following table represents assets and liabilities that are measured and recognized in fair value as of August 31, 2018, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $			Total gains and (losses)
Marketable securities		67,800		–		–			(4,000	)
Derivative liabilities		–		–		(832,531	)		(588,364	)
Total		67,800		–		(832,531	)		(592,364	)

The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2017, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $			Total gains and (losses)
Derivative liabilities		–		–		(453,005	)		(277,578	)
Total		–		–		(453,005	)		(277,578	)

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(he) ~~Recent~~Financial ~~Accounting~~Instruments ~~Pronouncements~~(continued)

The Company’s financial instruments consist principally of cash, marketable securities, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, loans payable, loans payable – related parties, convertible debt, derivative liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized in fair value as of February 28, 2019, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $			Total gains and (losses)

Marketable securities		37,200		–		–			(4,600	)
Warrant liability		–		–		(5,885	)		–
Derivative liabilities		–		–		(994,126	)		(353,949	)

Total		37,200		–		(1,000,011	)		(358,549	)

The following table represents assets and liabilities that are measured and recognized in fair value as of November 30, 2018, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $			Total gains and (losses)

Marketable securities		41,800		–		–			(30,000	)
Warrant liability		–		–		(5,695	)		–
Derivative liabilities		–		–		(458,109	)		(257,861	)

Total		41,800		–		(463,804	)		(287,861	)

(f)

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. 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 periods ended February 28, 2019 and November 30, 2018. As at February 28, 2019, the Company had 60,532,565 (November 30, 2018 – 12,254,104) potentially issuable shares from outstanding convertible notes and share purchase warrants.

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the period ended February 28, 2019

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(g)

Recent Accounting Pronouncements

In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.

In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the new guidance.

In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact of the new guidance.

In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance.

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements.

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

~~3. Sale of Subsidiaries~~11

On June 20, 2018, the Company approved the sale of its wholly-owned subsidiaries, Cannabis Ventures, Inc. (USA) and Cannabis Ventures, Inc. (Canada) including any and all of its rights, title and interest in exchange for 2,000,000 common shares of Greengro Technologies Inc., a company with common shareholders, at the fair value of $71,800, which has been recorded as a gain on sale of subsidiaries since the subsidiaries had no assets or liabilities.

4. Deferred Compensation

Deferred compensation is comprised of common shares issued to officers and directors of the Company for compensation services. As at August 31, 2018, deferred compensation of $125,000 (November 30, 2017 - $165,854) was recorded within shareholders’ equity. During the nine months ended August 31, 2018, the Company recorded an additional $172,500 (August 31, 2017 - $520,000) of deferred compensation costs and recorded an expense of $213,353 (August 31, 2017 - $210,777) of deferred compensation costs to the consolidated statement of operations.

5. Equipment

				Cost $				Accumulated amortization $				August 31, 2018 $				November 30, 2017 $
	Machinery				51,449				13,566				37,883				46,060

As at November 30, 2017, the Company had accumulated amortization of $6,808. During the three months ended August 31, 2018, the Company recorded $2,723 (August 31, 2017 - $nil) of amortization expense. During the nine months ended August 31, 2018, the Company recorded $8,177 (August 31, 2017 - $nil) of amortization expense.

6. Convertible Debentures

(a) On May 15, 2017, the Company entered into a promissory note agreement with a non-related party for proceeds of $280,000, net of an original issuance discount and legal fees of $30,000 which were capitalized and amortized over the period of the convertible debenture. The promissory note is unsecured, bears interest at 10% per annum, and was due on November 30, 2017. The promissory note is convertible into common shares at the lesser of: (a) $0.35; or (b) 65% of the average of the three lowest volume weighted average price of the Company’s common shares in the 20 days preceding the notice of conversion limited by a conversion floor price of $0.05 per share.

The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted in a full discount of the $250,000 based on the net proceeds received from promissory note. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $280,000. On November 30, 2017, a default penalty of $73,629 was applied as the Company defaulted on the convertible debenture, and the debenture is currently in default. As at August 31, 2018, the carrying value of the convertible debenture was $257,261 (November 30, 2017 - $353,629).

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

62. ~~Convertible~~Summary ~~Debentures~~of Significant Accounting Policies (continued)

(g)

Recently Adopted Accounting Pronouncements

In January 2016, the FASB issued new guidance which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments (other than those that are consolidated or accounted under the equity method) which will be measured at fair value through earnings. The new guidance is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017, with early adoption permitted only for certain provisions. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The adoption did not have a material impact on the Company's consolidated financial statements.

3.	Deferred Compensation

Deferred compensation is comprised of common shares issued to officers and directors of the Company for compensation services. During the three months ended February 28 2019, the Company recorded $42,535 (February 28, 2018 - $120,822) of compensation expense and the remaining $74,486 (November 30, 2018 - $117,021) was recorded as deferred compensation within shareholders’ equity.

4.	Equipment

	Cost $		Accumulated amortization $		February 28, 2019 $		November 30, 2018 $

Machinery		51,449		19,012		32,437		35,160
Leasehold improvements		6,703		–		6,703		–

		58,152		19,012		39,140		35,160

During the three months ended February 28, 2019, the Company recorded $2,723 (February 28, 2018 - $2,730) of depreciation expense.

5.	Convertible Debentures

(a)

On May 15, 2017, the Company entered into a promissory note agreement with a non-related party for proceeds of $280,000, net of an original issuance discount and legal fees of $30,000 which were capitalized and amortized over the period of the convertible debenture. The promissory note is unsecured, bears interest at 10% per annum, and was due on November 30, 2017. The promissory note is convertible into common shares at the lesser of: (a) $0.35; or (b) 65% of the average of the three lowest volume weighted average price of the Company’s common shares in the 20 days preceding the notice of conversion.

The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted in a full discount of the $250,000 based on the net proceeds received from promissory note. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $280,000. On November 30, 2017, a default penalty of $73,629 was applied as the Company defaulted on the convertible debenture. During the period ended February 28, 2019, the Company issued 1,186,310 common shares for the conversion of $13,726 of principal balance and $6,274 of accrued interest. As at February 28, 2019, the carrying value of the convertible debenture was $227,654 (November 30, 2018 - $241,380).

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the period ended February 28, 2019

(unaudited)

5.	Convertible Debentures (continued)

(b)

On June 6, 2018, the Company issued a callable secured convertible note for $15,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on June 1, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum. In addition to the note, the Company also issued 30,000 share purchase warrants which entitles the note holder to acquire 30,000 common shares at $0.01 per common share for a period of seven years.

The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative ~~liability~~ liability resulted in a full discount of the $15,000 based on the net proceeds received from promissory note. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $15,000. ~~During the~~As ~~three~~at ~~and~~February ~~nine month period ended August 31~~28, ~~2018~~2019, the ~~Company~~carrying ~~recorded~~value ~~accretion expense~~ of ~~$435~~the ~~(2017~~convertible -debenture was $~~nil).~~5,126 As(November ~~at August 31~~30, 2018 - $1,675) and the ~~carrying~~unamortized ~~value~~discount ofon the convertible debenture was $~~435~~9,874 (November 30, 2018 - $13,325).

(c) On July 24, 2018, the Company issued a callable secured convertible note for $15,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on June 1, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum. In addition to the note, the Company also issued 30,000 share purchase warrants which entitles the note holder to acquire 30,000 common shares at $)0.01 per common share for a period of seven years.

The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative ~~liability~~ liability resulted in a full discount of the $15,000 based on the net proceeds received from promissory note. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $15,000. ~~During the~~As ~~three~~at ~~and~~February ~~nine month period ended August 31~~28, ~~2018~~2019, the ~~Company~~carrying ~~recorded~~value ~~accretion expense~~ of ~~$185~~the ~~(2017~~convertible -debenture was $~~nil).~~4,175 As(November ~~at August 31~~30, 2018 - $1,089) and the ~~carrying~~unamortized ~~value~~discount ofon the convertible debenture was $~~185~~10,825 (November 30, 2018 - $13,911).

7d) On November 10, 2018, the Company issued a callable secured convertible note for $50,000. ~~Derivative~~Under ~~Liability~~the terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on November 10, 2019. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum.

The ~~Company~~embedded ~~records~~conversion ~~the fair~~option ~~value~~qualifies offor ~~the~~derivative ~~conversion~~accounting ~~price~~under ~~of the convertible debentures, as disclosed in Note 6, in accordance with~~ ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted isin ~~revalued~~a onfull ~~each~~discount ~~balance sheet date or upon conversion~~ of the ~~underlying convertible~~$50,000 ~~debenture~~based ~~into~~on ~~equity~~the ~~with~~net ~~corresponding~~proceeds ~~gains~~received ~~and~~from ~~losses~~promissory ~~recorded~~note. inThe ~~the~~carrying ~~consolidated~~value ~~statement~~ of ~~operations.~~the ~~During~~convertible ~~the~~debenture ~~three~~will ~~months~~be ~~ended~~accreted ~~August~~over ~~31, 2018,~~ the ~~Company~~term ~~recorded~~of ~~a loss on~~ the ~~change~~convertible indebenture ~~fair~~up ~~value~~to of the ~~derivative~~face ~~liability~~value of ~~$477,174~~ ~~(August 31, 2017 -~~ $~~197~~15,~~308)~~000. ~~During~~As ~~the~~at ~~nine~~February ~~months ended August 31~~28, ~~2018~~2019, the ~~Company~~carrying ~~recorded a loss on the change in fair~~ value of the ~~derivative~~convertible ~~liability~~debenture ofwas $~~588~~2,~~364~~329 (~~August~~November 3130, ~~2017~~2018 - $~~207,340~~333). Asand atthe ~~August~~unamortized ~~31,~~discount ~~2018,~~on the ~~Company had a derivative~~convertible ~~liability~~debenture ofwas $~~803~~47,~~301~~671 (November 30, ~~2017~~2018 - $~~453~~49,~~005~~667).

Balance, November 30, 2017	$	453,005
Adjustment for conversion		(208,838)
Change in fair value		588,364
Balance, August 31, 2018		832,531

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

75. ~~Derivative~~Convertible ~~Liability~~Debentures (continued)

~~The~~e) ~~following~~On ~~inputs~~January ~~and~~30, ~~assumptions were~~2019, ~~used~~the toCompany ~~value~~issued a callable secured convertible note for $210,000. Under the terms of the note, the amount owing is unsecured, bears interest at 8% per annum, and is due on January 30, 2020. The note is also convertible ~~debentures~~into ~~outstanding~~common shares of the Company at 62% of the lowest 2 trading prices during the ~~period~~20 ~~ended~~trading ~~August~~days 31prior to the date of conversion. Upon default of the note, ~~2018:~~the interest rate will increase to 15% per annum.

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
May 15, 2017 convertible debenture:
As at May 15, 2017 (date of issuance)	288%	1.02%	0%	0.50
As at December 7, 2017 (conversion)	294%	1.67%	0%	0.98
As at February 2, 2018 (conversion)	301%	1.88%	0%	0.83
As at February 13, 2018 (conversion)	304%	1.95%	0%	0.80
As at February 26, 2018 (conversion)	312%	2.03%	0%	0.76
As at February 28, 2018 (mark-to-market)	312%	2.07%	0%	0.75
As at May 31, 2018 (mark-to-market)	271%	2.07%	0%	0.50
As at August 31, 2018 (mark-to-market)	429%	2.11%	0%	0.25
June 4, 2018 convertible debenture:
As at June 4, 2018 (date of issuance)	296%	2.30%	0%	0.99
As at August 31, 2018 (mark-to-market)	332%	2.46%	0%	0.75
July 24, 2018 convertible debenture:
As at July 24, 2018 (date of issuance)	296%	2.42%	0%	0.85
As at August 31, 2018 (mark-to-market)	332%	2.46%	0%	0.75

The embedded conversion option qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted in a full discount of the $210,000 based on the net proceeds received from promissory note. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $210,000. As at February 28, 2019, the carrying value of the convertible debenture was $1,307 (November 30, 2018 - $nil) and the unamortized discount on the convertible debenture was $208,693 (November 30, 2018 - $nil).

8f) On February 6, 2019, the Company issued a callable secured convertible note for $5,000. ~~Related~~Under ~~Party~~the ~~Transactions~~terms of the note, the amount owing is unsecured, bears interest at 12% per annum, and is due on February 5, 2020. The note is also convertible into common shares of the Company at the lesser of: (a) $0.04; or (b) 50% of the lowest 3 trading prices during the 20 trading days prior to the date of conversion. Upon default of the note, the interest rate will increase to 15% per annum.

~~(a)~~The Asembedded atconversion ~~August~~option qualifies ~~31,~~for ~~2018~~derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the ~~Company~~derivative ~~owed~~liability resulted ~~$123,367~~in ~~(November~~a ~~30,~~full ~~2017~~discount -of the $485,~~367)~~000 tobased aon ~~company~~the ~~controlled~~net byproceeds areceived ~~significant~~from ~~shareholder~~promissory note. The carrying value of the ~~Company~~convertible debenture towill ~~fund~~be ~~payment~~accreted over the term of ~~operating~~the ~~expenditures.~~convertible Indebenture ~~December~~up ~~2017,~~to the ~~Company~~face ~~received~~value anof ~~additional~~ $755,000. As at February 28, 2019, the carrying value of ~~financing.~~the ~~The~~convertible ~~amount~~debenture ~~owed~~was is$37 ~~unsecured~~(November 30, ~~non~~2018 -~~interest~~ ~~bearing,~~$nil) and ~~due~~the unamortized discount on ~~demand~~the convertible debenture was $4,963 (November 30, 2018 - $nil).

(b) As at August 31, 2018, the Company owed $49,000 (November 30, 2017 - $25,000) to a significant shareholder of the Company, which has been recorded in accounts payable and accrued liabilities - related parties6. ~~The~~Derivative amount owed is unsecured, non-interest bearing, and due on demand. During the three and nine months ended August 31, 2018, the Company incurred $9,000 and $27,000 (August 31, 2017 - $58,911 and $115,432 respectively) of consulting expense relating to services provided to the Company.Liability

~~(c)~~The AsCompany atrecords ~~August~~the ~~31,~~fair value ~~2018,~~of the ~~Company~~conversion ~~owed~~price ~~$5,625~~of ~~(November~~the 30convertible debentures, ~~2017~~as -disclosed $in Note 5,~~625)~~ toin anaccordance ~~officer~~with ASC 815, Derivatives and Hedging. The fair value of the ~~Company~~derivative liability is revalued on each balance sheet date or upon conversion of the underlying convertible debenture into equity with corresponding gains and losses recorded in the consolidated statement of operations. During the period ended February 28, ~~which~~2019, ~~has~~the ~~been~~Company recorded a loss on the change in ~~accounts~~fair ~~payable~~value ~~and~~of ~~accrued~~the ~~liabilities~~derivative –liability ~~related~~of ~~parties~~$353,949 (February 28, 2018 - $111,519). ~~The~~As ~~amount~~at ~~owing~~February is28, ~~unsecured~~2019, ~~non-interest~~the ~~bearing~~Company had a derivative liability of $994,126 ~~and~~(November ~~due~~30, on2018 - ~~demand~~$458,109).

~~(d)~~The Asfollowing atinputs ~~August~~and ~~31,~~assumptions were ~~2018,~~used ~~the Company owed $2,064 (November 30, 2017 - $2,064)~~ to avalue ~~significant shareholder of~~ the ~~Company.~~derivative ~~The~~liabilities ~~amount~~outstanding isduring ~~unsecured, bears interest at 3% per annum, and due 180 days from~~ the ~~date~~periods ofended ~~issuance.~~February ~~As at August 31~~28, ~~2018,~~2019 ~~accrued~~and ~~interest of $129 (~~November 30, ~~2017~~2018, -assuming no ~~$82)~~dividend ~~has been included in accounts payable and accrued liabilities - related parties.~~yield:

(e) As at August 31, 2018, the Company owed $49,000 (November 30, 2017 - $1,195) to the Chief Executive Officer of the Company. During the three and nine months ended August 31, 2018, the Company incurred management salaries of $54,000 and $156,000, respectively (August 31, 2017 - $nil and $nil respectively). During the period ended August 31, 2018, the Company issued 5,000,000 common shares with a fair value of $200,000 as bonus compensation, and incurred an additional $112,500 for common shares to be issued as part of his management agreement which has been recorded as deferred compensation.

	February 28, 2019		November 30, 2018

Expected volatility		375%		485%
Risk free rate		2.49%		2.52%
Expected life (in years)		0.5		0.5

10A summary of the activity of the derivative liability is shown below:

	$

Balance, November 30, 2018		458,109
Derivative loss due to new issuances		334,740
Adjustment for conversion		(22,932	)
Mark to market adjustment		224,209

Balance, February 28, 2019		994,126

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

87. Related Party Transactions ~~(continued)~~

(fa) InAs ~~May~~at ~~2018~~February 28, 2019, the Company ~~issued~~owed 1$176,~~500,000~~188 ~~common~~(November ~~shares~~30, ~~with~~2018 a- ~~fair value of~~ $60203,~~000~~688) to a ~~director~~company ofcontrolled ~~the~~by ~~Company~~a ~~for~~significant ~~compensation~~shareholder of ~~services~~the ~~for~~Company ato ~~period~~fund payment of ~~one~~operating ~~year~~expenditures. AsDuring atthe ~~August~~period ~~31,~~ended ~~2018~~February 28, ~~an additional 1~~2019,~~500,000~~ ~~common~~the ~~shares~~Company ~~with~~repaid ~~a fair value of~~ $~~112~~27,500 ~~are issuable to the Chief Executive Officer~~ of ~~the Company~~financing. AsThe atamount ~~August~~owed ~~31,~~is ~~2018~~unsecured, ~~the Company recorded $125,000 (November 30, 2017~~ non-interest ~~$165~~bearing,~~853)~~ asand ~~deferred~~due ~~compensation~~on ~~within shareholders’ equity~~demand.

9(b) As at February 28, 2019, the Company owed $52,000 (November 30, 2018 - $43,000) to a significant shareholder of the Company, which has been recorded in accounts payable and accrued liabilities - related parties. ~~Loans~~The ~~Payable~~amount owed is unsecured, non-interest bearing, and due on demand. During the period ended February 28, 2019, the Company incurred $16,397 (February 28, 2018 - $9,000) of consulting expense relating to services provided to the Company.

(ac) OnAs ~~April~~at 22February 28, ~~2016~~2019, the Company ~~issued~~owed a $222,~~000~~064 ~~promissory~~(November ~~note~~30, to2018 an- ~~unrelated~~$2,064) ~~party.~~to ~~Under~~a ~~the~~significant ~~terms~~shareholder of the ~~note,~~Company. ~~the~~The amount ~~due~~ is unsecured, bears interest at 3% per annum, and is due 180 days from the date of issuance. As at ~~August~~February 3128, ~~2018~~2019, ~~the~~accrued ~~outstanding~~interest ~~balance~~ of ~~the promissory note was~~ $~~22,000~~144 (November 30, ~~2017~~2018 - $~~22,000~~129) has been included in accounts payable and accrued liabilities, related parties.

(bd) OnAs ~~June~~at 3February 28, ~~2016~~2019, the Company ~~issued~~owed a $203,~~000~~500 ~~promissory~~(November ~~note~~30, 2018 - $3,500) to ana ~~unrelated~~company ~~party.~~controlled ~~Under~~by ~~the~~a ~~terms~~significant shareholder of the ~~note,~~Company. ~~the~~The amount ~~due~~owed is unsecured, ~~bears~~ non-interest ~~at 3% per annum~~bearing, and is due ~~180~~on ~~days from the date of issuance~~demand. ~~As at August 31, 2018, the outstanding balance of the promissory note was $20,000 (November 30, 2017 - $20,000).~~

10(e) As at February 28, 2019, the Company owed $nil (November 30, 2018 - $6,560) to the Chief Executive Officer of the Company. ~~Common~~During ~~Shares~~the period ended February 28, 2019, the Company incurred $89,137 (February 28, 2018 - $7,397) of compensation costs.

(af) OnAs ~~December~~at 7February 28, ~~2017~~2019, the Company ~~issued~~prepaid ~~209~~$27,~~727~~000 ~~common~~(November ~~shares~~30, ~~with~~2018 a- ~~fair~~$27,000) ~~value~~ of ~~$56,773~~prepaid rent to ~~settle~~a ~~convertible~~shareholder ~~debentures~~that ofholds ~~$30,000~~49% ~~and~~interest ~~derivative~~of ~~liability~~Gala ofCalifornia. ~~$50,993~~The ~~resulting~~amounts inowed aare ~~gain~~unsecured, onnon-interest ~~settlement~~bearing, ofand ~~debt~~due ofon ~~$24,220~~demand.

~~(b)~~8. OnLoans ~~January 11, 2018, the Company issued 5,000,000 common shares with a fair value of $200,000 to the Chief Executive Officer of the Company as a performance bonus.~~Payable

(ca) On ~~February~~April 122, ~~2018~~2016, the Company issued 1a $22,~~500,~~000 ~~common~~promissory ~~shares~~note ~~with~~to aan ~~fair~~unrelated ~~value~~party. Under the terms of ~~$60~~the note,~~000~~ ~~for~~the ~~consulting~~amount ~~services~~due ~~for~~is aunsecured, ~~period~~bears ~~twelve~~interest ~~months~~at 3% per annum, and is due 180 days from the date of issuance. As at February 28, 2019, the outstanding balance of the promissory note was $22,000 (November 30, 2018 - $22,000).

(db) On ~~February~~June 23, ~~2018~~2016, the Company issued 3a $20,000 promissory note to an unrelated party. Under the terms of the note,~~000~~ ~~common~~the ~~shares~~amount due is unsecured, ~~which~~bears ~~were~~interest ~~issuable~~at 3% per annum, and is due 180 days from the date of issuance. As at ~~November~~February 3028, ~~2017~~2019, ~~for~~the ~~consulting~~outstanding ~~services~~balance ~~with~~of athe ~~fair~~promissory ~~value~~note ofwas $~~300~~20,000 (November 30, 2018 - $20,000).

~~(e)~~9. OnCommon February 2, 2018, the Company issued 618,684 common shares with a fair value of $49,495 to settle convertible debentures of $30,000 and derivative liability of $43,021 resulting in a gain on settlement of debt of $23,526.Shares

(fa) On ~~February~~December 1331, 2018, the Company issued ~~758~~2,~~284~~000,000 common shares with a fair value of $4139,~~478~~000 tofor ~~settle~~services, ~~convertible~~including ~~debentures of $30~~1,500,000 ~~and~~common ~~derivative~~shares ~~liability~~to ~~of $35,246 resulting in~~ a ~~gain~~director onof ~~settlement~~the ofCompany ~~debt~~as ofdirector’s ~~$23,768~~fees.

(gb) On ~~February~~January 268, ~~2018~~2019, the Company issued ~~846~~1,~~860~~186,310 common shares with a fair value of $5026,~~812~~099 to settle convertible debentures of $3020,000 and derivative liability of $4422,~~041~~932 resulting in a gain on settlement of debt of $2316,~~229~~833.

~~(h) On April 6, 2018 the Company cancelled 583,333 common shares which was returned by the former Chief Executive Officer of the Company.~~15

(i) On April 18, 2018, the Company issued 5,000,000 common shares for proceeds of $200,000.

(j) On May 14, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 to a director of the Company for consulting services for a period of one year.

(k) On May 14, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 for consulting services to a non-related party.

(l) On June 19, 2018, 1,500,000 common shares with a fair value of $120,000 to a director of the Company for consulting services for a period of one year.

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

10. ~~Common~~Share ~~Shares~~Purchase ~~(continued)~~Warrants

~~(m)~~During Onthe ~~July~~period 3ended February 28, ~~2018~~2019, the Company issued ~~653~~10,~~125~~000 ~~common~~share ~~shares~~purchase ~~with~~warrants aas ~~fair~~part ~~value~~ of ~~$71,844~~the toissuance ~~settle~~of convertible debentures. The fair value of the share purchase warrants was $30190,~~000~~ ~~and~~calculated ~~derivative~~using ~~liability~~the ofBlack-Scholes ~~$65,537~~option ~~resulting~~pricing inmodel aassuming ~~gain~~no onexpected ~~settlement~~dividends, volatility of ~~debt~~380%, expected life of ~~$23~~7 years,~~693~~ and a risk free rate of 2.89%.

(n) On August 28, 2018, the Company issued 500,000 common shares for proceeds of $20,000.

	Number of warrants		Weighted average exercise price $

Balance, November 30, 2018		60,000		0.01
Issued		10,000		0.01

Balance, February 28, 2019		70,000		0.01

~~(o)~~11. OnSupplemental ~~August 28, 2018, the Company issued 1,000,000 common shares to a consultant for services with a fair value of $50,000.~~Disclosures

(p) As at August 31, 2018, the Company received proceeds of $25,000 for the issuance of 2,500,000 common shares at $0.01 per share.

	Three months ended February 28, 2019 $		Three months ended February 28, 2018 $
Non-cash investing and financing activities:

Common shares issued for consulting services – related party		–		200,000
Common shares issued to settle third party debt		13,726		198,557
Common shares issued for prepaid services		–		335,000
Convertible note accrued interest converted to common stock		6,274		32,836
Expenses paid by related parties that increased related party debt		–		87,163
Original issue discount		10,000		–
Warrants issued with debt		190		–

Supplemental disclosures:

Interest paid		–		–
Income tax paid		–		–

1112. ~~Share~~Commitments ~~Purchase~~and ~~Warrants~~Contingencies

~~During~~(a) ~~the~~On ~~nine~~May ~~months ended August 31~~1, 2018, ~~the~~Gala ~~Company issued 60~~California,~~000~~ ~~share~~a ~~purchase~~51% ~~warrants~~owned ~~with~~subsidiary ~~an exercise price~~ of ~~$0.01~~the ~~per~~Company, ~~share~~entered ~~for~~into a ~~period~~lease ofagreement ~~seven years~~with inan ~~conjunction~~individual ~~with~~who ~~the~~holds ~~issuance~~a of49% ~~convertible~~interest ~~debt.~~in ~~The~~Gala ~~fair~~California ~~value~~to oflease ~~the~~a ~~share~~commercial ~~purchase~~building ~~warrants~~in ~~was~~Long $5Beach,~~694,~~ ~~calculated using the Black-Scholes model~~California. ~~The~~Under ~~fair~~the ~~value~~terms of the ~~share~~lease ~~purchase~~agreement, ~~warrants~~the ~~was~~Company ~~recorded~~is incommitted to the ~~consolidated~~following ~~statement~~minimum oflease ~~operations as interest expense.~~payments:

				Number of warrants		Weighted average exercise price $
Fiscal year ended		$
	Balance, November 30, 2017				–		–
November 30, 2019			83,250
	Issued				60,000		0.01
November 30, 2020			114,941
	Balance, August 31, 2018				60,000		0.01
November 30, 2021			119,538
November 30, 2022			124,320
November 30, 2023			52,644
Total minimum lease payments			494,693

~~12.~~(b) ~~Commitment~~In April 2019, the Company finalized a settlement agreement with the consultant and the Company has accrued $64,000 as part of the settlement amount as at February 28, 2019 and November 30, 2018.

On May 1, 2018, Gala California, a 51% owned subsidiary of the Company, entered into a commercial lease agreement. Under the terms of the agreement, the Company will pay annual rental fees of $108,000 commencing on the date of the agreement, for a period of five years with a 4% increase in rent costs per annum. The Company is committed to the following minimum lease payments:16

Fiscal Year	$
2018	27,000
2019	110,520
2020	114,940
2021	119,538
2022	124,320
Thereafter	52,634

13. Contingency

In April 2018, the Company received notice of a pending lawsuit, filed in the State of California for which the Company was one of several defendants named, citing breach of contract, conspiracy to commit fraud, and specific performance. The Company’s position is that the claims are without merit and intends to defend itself and its position in a court of law. As of the date of the filing, the likelihood of loss and the amount of loss cannot be quantified and as such, no accrual has been made as of August 31, 2018.

GALA PHARMACEUTICAL INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Nine~~period ~~Months~~ended ~~Ended~~February ~~August 31~~28, ~~2018 and 2017~~2019

(unaudited)

1413. ~~Supplemental~~Subsequent ~~Disclosures~~Events

	Nine months ended August 31, 2018 $		Nine months ended August 31, 2017 $
Non-cash investing and financing activities:
Common shares issued for consulting services – related party		200,000		210,777
Common shares issued for consulting services		470,000		8,852
Common shares issued for deferred compensation		172,500		309,223
Common shares issued for deposit on intangible assets – related party		–		100,000
Common shares issued for prepaid expenses		–		31,148
Common shares issued for settlement of related party debt		–		348,422
Common shares issued to settle third party debt		270,401		34,412
Common shares issued for deposit on intangible assets		–		100,000
Expenses paid by related parties that increased related party debt		–		4,500
Supplemental disclosures:
Interest paid		–		–
Income tax paid		–		–

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through to the date of issuance of the financial statements, and did not have any material recognizable subsequent events after February 28, 2019 with the exception of the following:

~~15.~~(a) ~~Subsequent~~On ~~Events~~March 19, 2019, the Company issued 1,500,000 common shares for proceeds of $75,000.

(ab) ~~Subsequent~~On toMarch ~~August 31~~19, ~~2018~~2019, the Company issued 21,~~500~~000,000 common shares ~~at a price of $0.01 per share~~ for ~~proceeds~~consulting ofservices ~~$25,000,~~to ~~which~~a ~~was~~non-related ~~received as of August 31, 2018~~party. ~~Refer to Note 10(o).~~

(bc) ~~Subsequent~~On toMarch ~~August 31~~19, ~~2018~~2019, the Company issued 1,~~500~~725,000 common shares ~~with~~for athe ~~fair~~conversion ~~value~~ of $~~112~~1,~~500~~725 ~~to the Chief Executive Officer~~ of ~~the Company for compensation of services for~~ a ~~period~~loan ~~of one year, which was recorded as shares issuable as at August 31, 2018~~payable.

(cd) ~~Subsequent~~On toApril ~~August 31~~1, ~~2018,~~2019 the Company issued 131,~~250~~500,000 common shares atfor aconsulting ~~price~~services ofto ~~$0.02~~a ~~per~~non-related ~~share for proceeds of $265,000~~party.

(de) ~~Subsequent~~On toApril ~~August 31~~5, ~~2018~~2019, the Company issued 12,500,000 common shares ~~to a consultant~~ for consulting services to a non-related party.

(ef) ~~Subsequent~~On toApril ~~August 31~~11, ~~2018,~~2019 the Company issued 12,~~500~~750,000 common shares tofor a ~~director~~partial settlement of ~~the~~a ~~Company~~lawsuit ~~for~~to ~~services~~non-related parties.

13(g) On April 12, 2019 the Company issued 1,500,000 common shares for consulting services to a non-related party.

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.

BUSINESS

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

The Company then expanded into the Hemp and Cannabidiol (“CBD”) industry. The expansion focused on the development, research, and commercialization of products derived from the Hemp and Cannabis Plant. At the time GPI was also seeking acquisition candidates in this area of interest in the nutraceutical and pharmaceutical industries.

Gala Pharmaceutical Inc. then hired industry-leading experts in the field of Genomics to utilize their expertise to improve crop yields by utilizing advanced breeding and molecular technologies. The company intended to use proprietary equipment and techniques to ensure the genetic fingerprint of each plant is identical and is cultivated in a controlled environment significantly reducing the variability of each plants yield. It is anticipated that Gala Pharmaceuticals Inc., may at some point provide oversight for the development of fully cGMP production of Active Pharmaceutical Ingredients (API) for use in forecasted clinical trials supporting the safety and efficacy of the various plant extracts.

The Company currently has been approved by the City of Long Beach to build a testing Cannabis Lab and the Lab build-out is scheduled to be completed on May 20, 2019. The company intends to provide Testing or Analytical Chemistry tools for chemical, plant, soil, and liquid.

The Company also will provide genetic “fingerprinting” and “sequencing” of various crop species. This Fingerprinting allows for storing genetic fingerprint information into a proprietary database. Customers can access genetic fingerprint data which can be used for predictive breeding applications and for protecting intellectual property (IP).

RESULTS OF OPERATIONS

Working Capital

	August 31, 2018 $			November 30, 2017 $
	February 28, 2019 $			November 30, 2018 $
Current Assets		~~209~~243,~~773~~493			61226,~~916~~998
Current Liabilities		(1,~~455~~633,~~330~~091	)		(1,~~013~~120,~~796~~864	)
Working Capital (Deficit)		(1,~~245~~389,~~557~~598	)		(~~951~~893,~~880~~866	)

Cash Flows

	Nine months ended August 31, 2018 $			Nine months ended August 31, 2017 $
	Three months ended February 28, 2019 $			Three months ended February 28, 2018 $
Cash Flows from (used in) Operating Activities		(~~343~~107,~~151~~702	)		(~~225~~82,~~668~~599	)
Cash Flows from (used in) Investing Activities		–(6,703	))		~~(120,000~~–	)
Cash Flows from (used in) Financing Activities		~~350~~177,~~000~~500			~~395~~75,~~367~~000
Net Increase (decrease) in Cash During Period		663,~~849~~095			49(7,~~699~~599	)

Revenues

During the three months ended August 31, 2018, the Company earned no revenues. During the nine months ended August 31, 2018, the Company earned revenues of $4,675 from the sale of parts and equipment with a cost of sales of $3,216.

Operating Expenses

Three Months Ended ~~August~~February 3128, ~~2018~~2019 and ~~2017~~2018

During the three months ended ~~August 31,~~February ~~2018~~28, 2019, the Company incurred operating expenses of $~~308~~230,~~806~~663 compared to operating expenses of $~~286~~548,~~804~~228 during the three months ~~ended~~ ~~August~~ended 31February 28, ~~2017~~2018. The ~~increase~~decrease in operating ~~expenses~~expense was due to ana ~~increase of~~ $79290,~~276~~700 decrease in consulting expenses ~~which~~including ~~was~~a ~~due~~$231,055 decrease to ~~recognition of~~related ~~deferred~~parties ~~compensation~~for ~~owed~~consulting toservices. ~~officers~~The ~~and~~Company ~~directors~~also ofhad ~~the~~a ~~Company~~decrease ~~which~~in ~~was~~general ~~offset~~and byadministrative ~~decreases~~expenses of $41,715 including $6844,~~647~~118 to related party expenses offset by an increase in other general and administrative ~~expense~~expenses asof ~~the~~$2,403 from ~~Company~~prior ~~issued~~year. ~~common~~Rent ~~shares~~expense increased $14,865 due to athe ~~related~~costs ~~party~~incurred inon the ~~prior~~Gala ~~year~~California ~~for~~office ~~legal~~lease ~~services~~in ~~which~~fiscal ~~resulted~~2019 that was not applicable in ~~higher~~the ~~than~~first ~~normal~~quarter ~~overhead~~of ~~costs~~fiscal 2018.

The Company incurred a net loss of $~~716~~577,~~907~~172 during the three months ended ~~August~~February 3128, ~~2018~~2019 compared to a net loss of $~~695~~583,~~189~~242 during the three months ended ~~August~~February 3128, ~~2017~~2018. In addition to operating expenses, the Company recorded ~~interest~~a ~~expense~~loss of $22353,~~421~~949 ~~and~~for ~~a loss on~~ the change in fair value of the derivative ~~liability~~liabilities relating ofto ~~$477,174~~the ~~which~~beneficial ~~was~~conversion afeature ~~result~~ of the ~~fair value of the beneficial~~ conversion ~~feature~~option onin the ~~Company’s~~ outstanding convertible ~~debentures~~note, ~~which~~as ~~was~~well ~~offset~~as byinterest expense ~~a gain~~ of $7127,~~800~~007 onfor ~~the~~interest ~~sale~~incurred ofon the ~~Cannabis~~Company’s ~~Ventures (USA) Inc~~debts. ~~and~~Furthermore, ~~Cannabis Ventures (Canada) Inc. subsidiaries during~~ the ~~period,~~Company asrecorded ~~well as~~ a gain of $2316,~~694~~833 onrelating to the settlement of conversion of outstanding convertible ~~notes~~ ~~that~~debt ~~were converted~~ during the period. ~~During~~For the three months ended ~~August~~February 3128, ~~2017~~2018, the Company ~~incurred~~recorded ~~interest~~a ~~expense~~ loss of $89111,~~656,~~519 ~~incurred~~for ~~a loss on~~ the change in fair value of the derivative ~~liability~~liabilities relating to the beneficial conversion feature of ~~$197,308,~~the ~~and~~conversion ~~incurred~~option ain ~~loss~~the onoutstanding ~~settlement of~~convertible ~~notes~~note, ~~payable~~as well as interest expense of $~~121~~18,~~421~~238 ~~including~~for interest incurred on the Company’s debts. Furthermore, the Company recorded a ~~loss~~gain of $2894,~~371~~743 ~~for~~relating ~~related~~to ~~party~~the ~~notes~~settlement ~~payable~~of conversion of outstanding convertible debt during the period.

Nine Months Ended August 31, 2018 and 2017

During the nine months ended August 31, 2018, the Company incurred operating expenses of $1,241,207 compared to operating expenses of $417,137 during the nine months ended August 31, 2017. The increase in operating expenses was due to $940,475 of consulting expenses including $560,335 to related parties for consulting services. These amounts included 5,000,000 common shares issued to the Company’s Chief Executive Officer as a compensation bonus with a fair value of $200,000, $112,500 of common shares issuable, of which $90,000 is recorded as deferred compensation, to the Chief Executive Officer of the Company for annual incentive shares that were issuable as of June 2018 (issued in September 2018), issuance of 1,500,000 common shares to a director with a fair value of $60,000, of which $35,000 was recorded as deferred compensation, as well as the recognition of $213,353 of deferred compensation for shares which were previously issued. The Company also had an increase in general and administrative expenses of $80,312, which was due to additional costs that were incurred in the first two quarters of fiscal 2018 as the Company was transitioning management and business and operating strategies. Furthermore, the Company incurred more professional fees related to accounting and audit services as the amount of transactions in the Company and overall operations increased compared to prior year, and an increase in rent expense of $29,803 as the Company has a new head office space which is larger than the previous head office location and also had a new office lease in the current quarter for Gala Pharmaceutical California Inc in Long Beach, California.

The Company incurred a net loss of $1,698,303 during the nine months ended August 31, 2018 compared to a net loss of $1,099,662 during the nine months ended August 31, 2017. In addition to operating expenses, the Company recorded interest expense of $56,428, a loss on the change in fair value of derivative liabilities of $588,364, and a gain on settlement of debt of $118,437, a gain of $71,800 on the sale of the Cannabis Ventures (USA) Inc. and Cannabis Ventures (Canada) Inc. subsidiaries, as well as a net loss attributed to non-controlling interest in Gala Pharmaceuticals (California) of $9,621. During the nine months ended August 31, 2017, the Company incurred interest expense of $265,430, a loss on settlement of debt of $93,050 along with a loss on the change in fair value of derivative liability of $207,340. Overall, interest expense decreased as the Company had less accretion expense for the beneficial conversion feature of the convertibility terms on the outstanding notes payable, but experienced a greater loss on the change in the fair value of the derivative liability as the Company had more fluctuations and volatility in their share price during fiscal 2018 compared to fiscal 2017.

Net Loss

During the ~~nine~~three months ended ~~August 31,~~February ~~2018~~28, 2019, the Company incurred a net loss of $1577,~~688,682~~172 or $0.0301 loss per share compared to a net loss of $1583,~~099,662~~242 and loss per share of $0.0601 during the ~~nine~~three months ended ~~August~~February 3128, ~~2017~~2018. The increase in the net loss and loss per share amounts were due to greater expenditures relating to ~~consulting~~the ~~expenses~~fair ~~and~~value ~~general~~of ~~and~~share-based ~~administrative~~compensation ~~expenses~~ that ~~were~~was ~~incurred~~issued during the current ~~year~~period.

Liquidity and Capital Resources

As of ~~August~~February 3128, ~~2018~~2019, the Company has working capital deficit of $1,~~245~~389,~~557~~598 and an accumulated deficit of $45,~~907~~654,~~251~~618 compared to a working capital deficit of $~~951~~893,~~880~~866 and an accumulated deficit of $35,~~218~~077,~~569~~446 as at November 30, ~~2017~~2018. The ~~increase~~decrease in working capital deficit was due to anthe ~~increase~~settlement of outstanding convertible notes with the issuance of common shares, which also led to a decrease in the derivative liability asbalance outstanding at February 28, 2019. Furthermore, the Company ~~added~~issued 2common ~~new~~shares ~~convertible~~to ~~debentures~~management ~~during~~and consultants of the ~~current~~Company ~~period~~which was ~~that~~recorded ~~increased~~as prepaid expense as the fair value of the ~~conversion~~common ~~feature~~shares inissued were for services over a period of 12 months from the ~~convertible~~date ~~debentures~~of the agreements.

~~During the nine months ended August 31, 2018, the Company issued the following common shares:~~19

·During ~~Issuance~~the ofthree ~~3,086,680~~months ~~common~~ended ~~shares~~February 28, ~~to settle outstanding convertible note balances of $150~~2019,~~000~~ ~~and~~the ~~recorded~~Company ~~derivative~~issued ~~liabilities~~the offollowing ~~$238,838;~~common shares:

·(a) ~~Issuance~~On ofDecember 56,~~000~~ 2018, the Company issued 500,000 common shares to ~~the~~a ~~Chief~~non-related ~~Executive~~party ~~Officer~~for previous issuances of ~~the~~500,000 ~~Company~~common ~~with~~shares aat ~~fair~~$0.10 ~~value~~per ofshare ~~$200,000~~which ~~pursuant~~was revalued to ~~bonus~~$0.05 ~~compensation;~~per share.

·(b) ~~Issuance~~On ofDecember 31, 2018, the Company issued 1,500,000 common shares ~~to a director of the Company~~ with a fair value of $6039,000 ~~for~~to ~~consulting~~a ~~services;~~director of the Company as directors fees.

·(c) ~~Issuance~~On ofJanuary 18,~~500~~ 2019,~~000~~ ~~common~~the ~~shares~~Company toissued a1,186,310 ~~non-related~~common ~~party~~shares with a fair value of $6026,099 to settle convertible debentures of $20,000 ~~for~~and ~~consulting~~derivative ~~services;~~liability of $22,932 resulting in a gain on settlement of debt of $16,833.

· Issuance of 1,500,000 common shares to a director of the Company with a fair value of $120,000 for consulting services;

· Issuance of 5,500,000 common shares to consultants with a fair value of $410,000 for consulting services over a one-year period;

· Issuance of 5,500,000 common shares for proceeds of $220,000, plus an additional $25,000 for the issuance of 2,500,000 common shares which were not issued until September 2018; and

· Return and cancellation of 583,333 common shares from the former Chief Executive Officer of the Company.

Cash flow from Operating Activities

During the ~~nine~~three months ended ~~August~~February 3128, ~~2018~~2019, the Company used cash of $~~343~~107,~~151~~702 for operating activities compared to $~~225~~82,~~668~~599 during the ~~nine~~three months ended ~~August 31,~~February ~~2017~~28, 2018. The increase in the cash used for operating activities was due to higher operating expenditures compared to the prior year.

Cash flow from Investing Activities

During the ~~nine~~three months ended ~~August 31,~~February ~~2018~~28, ~~the~~2019 ~~Company~~there ~~did~~were ~~not have any investing activities compared to use of~~ $~~120~~6,~~000~~703 ~~during~~in ~~the~~leasehold ~~nine~~improvements ~~months~~in ~~ended~~2019 ~~August~~and ~~31, 2017 for a loan issued to a related party of~~ $~~20,000~~nil ~~and~~in ~~purchase of equipment of $100,000.~~2018

Cash flow from Financing Activities

During the ~~nine~~three months ended ~~August 31,~~February ~~2018~~28, 2019, the Company received $~~350~~177,~~000~~500 of proceeds from financing activities, ~~which~~comprised ~~included~~of $75205,000 ~~from~~net ~~related~~proceeds ~~party advances, $30,000~~ from the issuance of two convertible notes, ~~and~~offset ~~$245,000~~by ~~from~~repayment ~~the issuance~~ of ~~common~~$27,500 ~~shares.~~to ~~During~~related ~~the~~parties ~~nine~~compared ~~months~~to ~~ended~~proceeds ~~August 31, 2017, the Company~~ received ~~$395,367~~of ~~from financing activities which included~~ $~~250~~75,000 from ~~the issuance of a convertible note, $108,000~~related ~~from~~parties during the ~~issuance~~three ofmonths ~~common~~ended ~~shares,~~February ~~and $37~~28,~~367~~ ~~from related party advances and loans~~2018.

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

(a) ~~Subsequent~~On toMarch ~~August 31~~19, ~~2018~~2019, the Company issued 21,500,000 common shares atfor aproceeds ~~price~~ of $075,000.01 ~~per~~(b) ~~share~~On March 19, 2019, the Company issued 1,000,000 common shares for ~~proceeds~~consulting services to a non-related party. (c) On March 19, 2019, the Company issued 1,725,000 common shares for the conversion of $251,~~000~~725 of a loan payable. (d) On April 1, ~~which~~2019 ~~was~~the ~~received~~Company asissued of1,500,000 ~~August~~common 31shares for consulting services to a non-related party. (e) On April 5, ~~2018~~2019, the Company issued 2,500,000 common shares for consulting services to a non-related party. ~~Refer~~(f) On April 11, 2019 the Company issued 2,750,000 common shares for a partial settlement of a lawsuit to ~~Note~~non-related 10parties. (og) On April 12, 2019 the Company issued 1,500,000 common shares for consulting services to a non-related party.

(b) Subsequent to August 31, 2018, the Company issued 1,500,000 common shares with a fair value of $112,500 to the Chief Executive Officer of the Company for compensation of services for a period of one year, which was recorded as shares issuable as at August 31, 2018.20

(c) Subsequent to August 31, 2018, the Company issued 13,250,000 common shares at a price of $0.02 per share for proceeds of $265,000.

(d) Subsequent to August 31, 2018, the Company issued 1,500,000 common shares to a consultant for consulting services.

(e) Subsequent to August 31, 2018, the Company issued 1,500,000 common shares to a director of the Company for services.

Going Concern

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.

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.

Derivative Liability

From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations.

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

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~~(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on ~~Internal~~Form ~~Control~~10-Q ~~over~~(the ~~Financial~~"Evaluation Date"), concluded that as of the Evaluation ~~Reporting.~~Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

~~Our~~(b) ~~Internal~~Changes in internal control over financial reporting. isThere awere ~~process~~no ~~that,~~changes ~~under~~in ~~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~~during ~~those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect~~ our ~~transactions~~most ~~and~~recent ~~dispositions~~fiscal ofquarter ~~our assets; (ii) provide reasonable assurance~~ that ~~transactions are recorded as necessary to permit preparation of financial statements in accordance with~~materially ~~generally accepted accounting principles~~affected, ~~and~~or ~~that~~were ~~our~~reasonably ~~receipts~~likely ~~and~~to ~~expenditures~~materially ~~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~~affect, ~~use, or disposition of~~ our ~~assets~~internal ~~that~~control ~~could~~over ~~have a material effect on our~~ financial ~~statements~~reporting.

~~Because~~Limitations ofon ~~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~~Effectiveness ~~that our controls may become inadequate because~~ of ~~changes in conditions, or that the~~Internal ~~degree of compliance with the policies or procedures may deteriorate.~~Controls

~~Evaluation~~Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

~~Our~~Management's management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on ~~Form~~Internal ~~10-Q.~~ Control Inover ~~designing~~Financial and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Reporting

~~Based~~Our onmanagement ~~that~~is ~~evaluation,~~responsible ~~our~~for ~~chief executive~~establishing ~~officer~~ and ~~chief~~maintaining ~~financial~~adequate ~~officer~~internal ~~concluded~~control ~~that~~over financial reporting, as ofsuch ~~August~~term ~~31,~~is ~~2018,~~defined ~~our~~in ~~disclosure~~the ~~controls~~Securities ~~and~~Exchange ~~procedures~~Act ~~were~~of ~~not effective~~1934 toRule ~~provide~~13a-15(f). ~~reasonable~~Our ~~assurance~~management ~~that~~conducted ~~information~~an weevaluation ~~are~~of ~~required~~the toeffectiveness ~~disclose~~of inour ~~reports~~internal ~~that~~control weover ~~file~~financial orreporting ~~submit under the Exchange~~based ~~Act~~on ~~is recorded, processed, summarized and reported within~~ the ~~time~~framework ~~periods specified~~ in ~~Securities~~Internal ~~and~~Control ~~Exchange~~- ~~Commission~~Integrated ~~rules~~Framework, ~~regulations~~ ~~and~~issued ~~forms,~~by ~~and~~the ~~that~~Committee ~~such~~of ~~information~~Sponsoring isOrganizations ~~accumulated~~of ~~and~~the ~~communicated to our management, including our chief executive~~Treadway ~~officer~~Commission ~~and~~("2013 ~~chief~~COSO ~~financial officer, as appropriate, to allow timely decisions regarding required disclosure~~Framework").

~~Changes in internal controls.~~22

~~Our~~A ~~management,~~material ~~with~~weakness ~~the~~is ~~participation~~a deficiency or combination of ~~the~~deficiencies, ~~chief~~in ~~executive~~internal ~~officer~~control ~~and~~over ~~chief~~ financial ~~officer~~reporting, ~~has~~such ~~concluded~~that there ~~were~~is noa ~~significant~~reasonable ~~changes~~possibility inthat ~~our~~a ~~internal controls~~material ~~over~~misstatement ~~financial~~of ~~reporting~~our ~~that~~annual ~~occurred~~or ~~during~~interim ~~our~~financial ~~last~~statements ~~quarter~~will ~~that~~not ~~has~~be ~~materially~~prevented ~~affected,~~ or isdetected ~~reasonably~~on ~~likely~~a totimely ~~materially affect, our internal control over financial reporting~~basis.

19Our management concluded we have a material weakness due to lack of segregation of duties and accounting for complex debt and equity transactions. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. There is mainly one person involved in processing of transactions. Therefore, it is difficult to effectively segregate accounting duties. We have hired an additional administrative person and retained an outside professional firm to assist in the separation of duties on an ongoing basis. The use of the outside firm has proven successful in assisting in the separation of duties. During the year the Company had several audit adjustments related to accounting for complex debt and equity that were deemed material. Management did not have sufficient experience to review these complex debt and equity transactions. As such, we believe this deficiency to have been a material weakness.

However, additional people are not needed to do the administrative work therefore segregation of duties will continue to be an ongoing weakness.

Based on this evaluation and because of the material weaknesses, management has concluded that our internal control over financial reporting was not effective as of February 28, 2019.

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

InAs ~~April~~of ~~2018~~February 28, 2019, the Company ~~received~~is ~~notice~~subject of a ~~pending~~civil ~~lawsuit,~~action ~~filed~~relating into ~~the~~a ~~State~~former ofconsultant ~~California~~ for ~~which~~a ~~the Company was one of several defendants named, citing several complaints including~~ breach of contract,. ~~conspiracy~~In toApril ~~commit fraud~~2019, ~~and~~the ~~specific performance. The~~ Company~~’s position~~ isanticipates ~~that the claims are without merit and intends to defend itself and its position in~~ a ~~court~~settlement agreement of ~~law~~this action. AsThe ofCompany ~~the date~~had ofaccrued ~~the filing~~$64,000 ~~the~~as ~~likelihood~~part of ~~loss and~~ the settlement amount ofat ~~loss~~November ~~cannot be quantified and as such~~30, ~~no accrual has been made as of August 31,~~ 2018.

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

For the ~~nine~~three months ended ~~August~~February 3128, ~~2018~~ 2019, there were the following equity transactions.

(a) On December 75, ~~2017~~2018, the Company issued ~~209~~500,~~727~~000 common shares ~~with~~for aproceeds ~~fair value~~ of $5625,~~773 to settle convertible debentures of $30,~~000 ~~and derivative liability of $50,993 resulting in a gain on settlement of debt of $24,220.~~

(b) On December ~~January 11~~31, 2018, the Company issued 51,~~000~~500,000 common shares ~~with~~for aconsulting ~~fair~~services ~~value of $200,000~~ to ~~the~~a ~~Chief~~director ~~Executive Officer~~ of the ~~Company as a performance bonus.~~company

(c) On January ~~February 1~~7, ~~2018~~2019, the Company issued 1,~~500~~186,~~000~~310 common shares ~~with~~for athe ~~fair~~conversion ~~value~~ of $6020,000 ~~for consulting services for a period twelve months from the date~~ of ~~issuance.~~loan payable

(d) On February 25, ~~2018~~2019, the Company ~~issued~~entered 3into a convertible note agreement for $5,000. The note is unsecured,~~000~~ ~~common~~bears ~~shares~~interest at 12% per annum, ~~which~~and ~~were~~is ~~issuable~~due on February 5, 2020. The note is convertible into common shares at ~~November~~the 30lower of: (i) $0.04 per share; or (ii) 50% of the lowest three trading prices in the twenty day trading period leading up to the date of conversion. In addition, the ~~2017~~Company granted 10,000 ~~for~~share ~~consulting~~purchase ~~services~~warrants to the note holder with aan ~~fair~~exercise ~~value~~price of $~~300,000~~0.01 per share until February 5, 2026

(e) On February 28, ~~2018~~2019, the Company ~~issued~~entered ~~618~~into a convertible note agreement for $210,~~684~~000. ~~common~~The ~~shares~~note ~~with~~is aunsecured, ~~fair~~bears ~~value~~interest ofat 8% ~~$49~~per annum,~~495~~ toand ~~settle~~is ~~convertible~~due ~~debentures~~on ofJanuary $30,~~000~~ ~~and~~2020. ~~derivative~~The ~~liability~~note is convertible into common shares at 62% of ~~$43,021~~the ~~resulting~~average two lowest trading prices in athe ~~gain~~twenty ontrading ~~settlement~~days ofleading ~~debt~~up to the date of ~~$23,526.~~conversion

(f) On February 13, 2018, the Company issued 758,284 common shares with a fair value of $41,478 to settle convertible debentures of $30,000 and derivative liability of $35,246 resulting in a gain on settlement of debt of $23,768.

(g) On February 26, 2018, the Company issued 846,860 common shares with a fair value of $50,812 to settle convertible debentures of $30,000 and derivative liability of $44,041 resulting in a gain on settlement of debt of $23,229.

(h) On April 6, 2018 the Company cancelled 583,333 common shares which was returned by the former Chief Executive Officer of the Company.

(i) On April 18, 2018, the Company issued 5,000,000 common shares for proceeds of $200,000.

(j) On May 14, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 to a director of the Company for consulting services for a period of one year.

(k) On May 14, 2018, the Company issued 1,500,000 common shares with a fair value of $60,000 for consulting services to a non-related party.

(l) On June 19, 2018, 1,500,000 common shares with a fair value of $120,000 to a director of the Company for consulting services for a period of one year.

(m) On July 3, 2018, the Company issued 653,125 common shares with a fair value of $71,844 to settle convertible debentures of $30,000 and derivative liability of $65,537 resulting in a gain on settlement of debt of $23,693.

(n) On August 28, 2018, the Company issued 500,000 common shares for proceeds of $20,000.

(o) On August 28, 2018, the Company issued 1,000,000 common shares to a consultant for services with a fair value of $50,000.

(p) As at August 31, 2018, the Company received proceeds of $25,000 for the issuance of 2,500,000 common shares at $0.01 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None noted

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None noted

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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

2124

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 PHARMACEUTICAL INC.
		(REGISTRANT)
Date: October 25, 2018	/s/ Maqsood Rehman
Date: April 29, 2019	/s/ Maqsood Rehman
		Maqsood Rehman
		Chief Executive Officer
		(Authorized Officer for Registrant)

2225

Filing Compare · Gala Pharmaceutical Inc.