Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Nov. 30, 2014 | Jan. 05, 2015 | 31-May-14 | |
Document and Entity Information: | |||
Entity Registrant Name | FORCE MINERALS CORP | ||
Document Type | 10-K | ||
Document Period End Date | 30-Nov-14 | ||
Amendment Flag | TRUE | ||
Amendment Description | yes | ||
Entity Central Index Key | 1333563 | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 15,154,003 | ||
Entity Public Float | $75,115 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Statement_of_Financial_Positio
Statement of Financial Position (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Balance Sheets | ||
Accounts Receivable, Net, Current | $5,850 | |
Assets, Current | 5,850 | |
Other Assets, Noncurrent | 1,500,099 | 1,500,099 |
Assets, Noncurrent | 1,500,099 | 1,500,099 |
Assets | 1,505,949 | 1,500,099 |
Bank Overdrafts | 23 | |
Accounts Payable, Current | 192,558 | 97,942 |
CustomerAdvancesAndDeposits | 20,000 | 20,000 |
Notes Payable, Current | 639,292 | 313,884 |
Derivative Instruments and Hedges, Liabilities | 310,270 | 90,297 |
DueToRelatedPartiesCurrent | 36,293 | 1,593 |
Liabilities, Current | 1,198,413 | 523,739 |
AssetRetirementObligation | 19,523 | 18,861 |
Liabilities | 1,217,936 | 542,600 |
Preferred Stock, Value, Issued | 4,000 | 4,000 |
Common Stock, Value, Issued | 1,384,823 | 300,461 |
Additional Paid in Capital, Common Stock | 4,797,940 | 5,520,454 |
DeferredCompensationSharebasedArrangementsLiabilityCurrentAndNoncurrent | -64,112 | -64,112 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 8,606 | 6,540 |
Retained Earnings (Accumulated Deficit) | -5,843,244 | -4,809,844 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 288,013 | 957,499 |
Liabilities and Equity | $1,505,949 | $1,500,099 |
Statement_of_Financial_Positio1
Statement of Financial Position - Parenthetical (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Balance Sheets | ||
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Common Stock, Par Value | $0.10 | $0.10 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 13,848,234 | 3,004,610 |
Common Stock, Shares Outstanding | 13,848,234 | 3,004,610 |
Statement_of_Income
Statement of Income (USD $) | 12 Months Ended | 97 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Income Statement | |||
Revenues | $0 | $0 | $0 |
Cost of Revenue | 0 | 0 | 0 |
Gross Profit | 0 | 0 | 0 |
Other Cost and Expense, Operating | 26,466 | 39,928 | 376,339 |
Accretion Expense | 2,728 | 2,529 | 12,414 |
Advertising Expense | 66,000 | 78,000 | 144,000 |
DepreciationDepletionAndAmortization | 4,651 | ||
Legal Fees | 230,101 | 13,288 | 464,708 |
Management Fee Expense | 153,000 | 314,162 | 1,849,762 |
MineralExtractionProcessingAndMarketingCosts | 50,000 | 114,250 | |
Oil And Gas Exploration Cost | 15,000 | ||
Lease And Rental Expense | 1,194 | 2,116 | 50,124 |
Tax Penalties and Interest | -41,814 | 1,096 | |
Transfer And Filing Fees | 1,880 | 7,162 | 90,444 |
Travel | 12,476 | ||
General and Administrative Expense | 94,002 | 20,370 | 847,391 |
Write Off Oil and Gas | 553,466 | ||
Operating Expenses | 575,371 | 485,741 | 4,536,121 |
Operating Income (Loss) | -575,371 | -485,741 | -4,536,121 |
Other Nonoperating Income (Expense) | 9,715 | -20,285 | |
Nonoperating Income (Expense) | 9,715 | -20,285 | |
DebtInstrumentDecreaseForgiveness | -15,286 | ||
IncreaseDecreaseInDerivativeLiabilities | 16,704 | 107,920 | 124,624 |
Interest Expense | 451,040 | 304,445 | 1,177,500 |
Interest and Debt Expense | 467,744 | 412,365 | 1,286,838 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | -1,033,400 | -898,106 | -5,843,244 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -1,033,400 | -898,106 | -5,843,244 |
Net Income (Loss) Attributable to Parent | -1,033,400 | -898,106 | -5,843,244 |
OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent | 2,066 | 513 | 8,606 |
OtherComprehensiveIncomeLossNetOfTax | ($1,031,334) | ($897,593) | ($5,834,638) |
Earnings Per Share, Basic | ($0.12) | ($0.39) | |
Weighted Average Number of Shares Outstanding, Basic | 8,386,002 | 2,275,120 | |
Earnings Per Share, Diluted | ($0.12) | ($0.39) | |
Weighted Average Number of Shares Outstanding, Diluted | 8,386,002 | 2,275,120 |
Statement_of_Shareholders_Equi
Statement of Shareholders' Equity and Other Comprehensive Income (USD $) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | DeferredCompensationShareBasedPaymentsMember | NoncontrollingInterestMember | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Oct. 31, 2006 | |||||||
Stock Issued During Period, Value, New Issues | $23,000 | $84,000 | $107,000 | ||||
Stock Issued During Period, Shares, New Issues | 23,000,000 | 23,000,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -8,944 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2006 | 23,000 | 84,000 | -8,944 | 98,056 | |||
Shares, Outstanding at Nov. 30, 2006 | 23,000,000 | 23,000,000 | |||||
Stock Issued During Period, Value, New Issues | 21,354 | -24,058 | -2,704 | ||||
Stock Issued During Period, Shares, New Issues | 21,354,000 | 21,354,000 | |||||
Stock Issued During Period, Value, Acquisitions | 340 | 109,660 | 110,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 340,000 | 340,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -79,859 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2007 | 44,694 | 169,602 | -88,803 | 125,493 | |||
Shares, Outstanding at Nov. 30, 2007 | 44,694,000 | 44,694,000 | |||||
Stock Issued During Period, Value, New Issues | 1,000 | 749,000 | 750,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 1,000,000 | |||||
Stock Issued During Period, Value, Acquisitions | 300 | 404,700 | 405,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 300,000 | 300,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -786,407 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2008 | 45,994 | 1,323,302 | -875,210 | 494,086 | |||
Shares, Outstanding at Nov. 30, 2008 | 45,994,000 | 45,994,000 | |||||
Stock Issued During Period, Value, New Issues | 900 | 251,100 | 252,000 | ||||
Stock Issued During Period, Shares, New Issues | 900,000 | 900,000 | |||||
Stock Issued During Period, Value, Acquisitions | 450 | 143,550 | 144,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 450,000 | 450,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -403,082 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2009 | 47,344 | 1,717,952 | -1,278,292 | 487,004 | |||
Shares, Outstanding at Nov. 30, 2009 | 47,344,000 | 47,344,000 | |||||
Stock Issued During Period, Value, New Issues | 500 | 99,500 | 100,000 | ||||
Stock Issued During Period, Shares, New Issues | 500,000 | 500,000 | |||||
Stock Issued During Period, Value, Acquisitions | 2,750 | 597,250 | -264,000 | 336,000 | |||
Stock Issued During Period, Shares, Acquisitions | 2,750,000 | 2,750,000 | |||||
Stock Issued During Period, Value, Other | 643 | 160,174 | 160,817 | ||||
Stock Issued During Period, Shares, Other | 643,267 | 643,267 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -1,051,852 | ||||||
Stockholders' Equity, Other | 93,800 | 93,800 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2010 | 51,237 | 2,574,876 | -2,330,144 | -170,200 | 125,769 | ||
Shares, Outstanding at Nov. 30, 2010 | 51,237,267 | 51,237,267 | |||||
Stock Issued During Period, Value, New Issues | 200 | 49,800 | 50,000 | ||||
Stock Issued During Period, Shares, New Issues | 200,000 | 200,000 | |||||
Stock Issued During Period, Value, Acquisitions | 1,000 | 79,000 | 80,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | 1,000,000 | |||||
Stock Issued During Period, Value, Other | 2,500 | 122,500 | -125,000 | ||||
Stock Issued During Period, Shares, Other | 2,500,000 | 2,500,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -501,939 | ||||||
Stockholders' Equity, Other | 215,600 | 215,600 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2011 | 54,937 | 2,826,176 | -2,832,083 | -79,600 | -30,570 | ||
Shares, Outstanding at Nov. 30, 2011 | 54,937,267 | 54,937,267 | |||||
Stock Issued During Period, Value, New Issues | 23,788 | 377,512 | 401,300 | ||||
Stock Issued During Period, Shares, New Issues | 23,787,794 | 23,787,794 | |||||
Stock Issued During Period, Value, Acquisitions | 26,692 | 511,646 | -150,000 | 388,338 | |||
Stock Issued During Period, Shares, Acquisitions | 26,691,926 | 26,691,926 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -1,079,655 | ||||||
Stockholders' Equity, Other | 97,000 | 134,200 | 6,027 | 237,227 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2012 | 105,417 | 3,812,334 | -3,911,738 | -95,400 | 6,027 | -83,360 | |
Shares, Outstanding at Nov. 30, 2012 | 105,416,987 | 105,416,987 | |||||
Stock Issued During Period, Value, New Issues | 145,036 | 4,000 | 1,160,304 | 1,309,340 | |||
Stock Issued During Period, Shares, New Issues | 145,036,403 | 4,000,000 | 149,036,403 | ||||
Stock Issued During Period, Value, Acquisitions | 50,000 | 65,001 | 115,001 | ||||
Stock Issued During Period, Shares, Acquisitions | 50,000,000 | 50,000,000 | |||||
Stock Issued During Period, Value, Other | 8 | -8 | |||||
Stock Repurchased and Retired During Period, Shares | -297,448,780 | -297,448,780 | |||||
Adjustments to Additional Paid in Capital, Other | 482,823 | 482,823 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -898,106 | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -898,106 | ||||||
Stockholders' Equity, Other | 31,288 | 513 | 31,801 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2013 | 300,461 | 4,000 | 5,520,454 | -4,809,844 | -64,112 | 6,540 | 957,499 |
Shares, Outstanding at Nov. 30, 2013 | 3,004,610 | 4,000,000 | 7,004,610 | ||||
Stock Issued During Period, Value, New Issues | 1,084,362 | -1,033,012 | 51,350 | ||||
Stock Issued During Period, Shares, New Issues | 10,843,624 | 10,843,624 | |||||
Adjustments to Additional Paid in Capital, Other | 310,498 | 310,498 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -1,033,400 | -1,033,400 | |||||
Stockholders' Equity, Other | 2,066 | 2,066 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Nov. 30, 2014 | $1,384,823 | $4,000 | $4,797,940 | ($5,843,244) | ($64,112) | $8,606 | $288,013 |
Shares, Outstanding at Nov. 30, 2014 | 13,848,234 | 4,000,000 | 17,848,234 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 12 Months Ended | 97 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Statement of Cash Flows | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ($5,834,638) | ||
Depreciation | 4,651 | ||
AccretionOfDiscount | 248,100 | ||
Other Noncash Income (Expense) | 397,071 | 254,670 | 817,341 |
ImpairmentOfOilAndGasProperties | 553,466 | ||
Issuance of Stock and Warrants for Services or Claims | 50,889 | 634,227 | |
ShareBasedCompensation | 95,400 | 825,000 | |
Gains (Losses) on Extinguishment of Debt | -15,286 | ||
Increase (Decrease) in Receivables | -5,850 | -5,850 | |
Increase (Decrease) in Prepaid Expense and Other Assets | 50,000 | ||
Increase (Decrease) in Accrued Liabilities | 73,400 | 162,485 | 281,512 |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 94,616 | 54,229 | 168,516 |
Net Cash Provided by (Used in) Operating Activities | -472,097 | -279,920 | -2,272,961 |
Payments to Acquire Property, Plant, and Equipment | -4,651 | ||
Payments to Acquire Mineral Rights | -1,160,000 | -1,270,099 | |
PaymentsToExploreAndDevelopOilAndGasProperties | -387,517 | ||
Net Cash Provided by (Used in) Investing Activities | -1,160,000 | -1,662,267 | |
Bank Overdrafts | -23 | 23 | |
Proceeds from Issuance of Common Stock | 1,419,000 | ||
ProceedsFromIssuanceOfPreferredStockAndPreferenceStock | 1,160,000 | 1,160,000 | |
Proceeds from (Repayments of) Notes Payable | 439,486 | 248,000 | 1,194,986 |
Proceeds from (Repayments of) Related Party Debt | 34,700 | -3,032 | -25,987 |
Proceeds from Other Equity | 202,500 | ||
Net Cash Provided by (Used in) Financing Activities | 474,163 | 1,404,991 | 3,950,499 |
ForeignCurrencyTransactionGainLossRealized | -2,066 | -513 | -15,271 |
Cash and Cash Equivalents, Period Increase (Decrease) | -35,442 | ||
Cash and Cash Equivalents, at Carrying Value | $35,442 |
Note_1_Organization_and_Basis_
Note 1: Organization and Basis of Presentation | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 1: Organization and Basis of Presentation | Note 1: Organization and Basis of Presentation |
The Company was incorporated in the state of Nevada, United States of America on November 1, 2006. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. | |
Effective December 28, 2006, the Board of Directors authorized a 3 for 1 forward stock split of the common shares. The authorized number of common shares increased from 90,000,000 to 270,000,000 common shares with a par value of $0.001. All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split. | |
On February 12, 2008, the Company acquired 100% of the common shares of Force Energy Corp., an inactive company incorporated in Nevada on July 19, 2005, for $100, to effect a name change of the Company. On February 12, 2008, the Company and Force Energy Corp filed articles of merger with the Secretary of State of Nevada to effectuate a merger between the two companies. The surviving entity of the merger was the Company. Immediately thereafter the Company changed its name to Force Energy Corp. | |
On June 6, 2013, the Board of Directors changed the name of the Company to Force Minerals Corporation. Also on June 6, 2013, the Board of Directors authorized a 100:1 reverse stock split of the common shares. The name change and reverse stock split received regulatory approval on June 28, 2013. The record date for the reverse stock split was June 14, 2013. The authorized number of common shares remained unchanged. All references in the accompanying financial statements to the number of common shares have been restated to reflect the reverse stock split. | |
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. | |
Note_2summary_of_Significant_A
Note 2:summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Notes | ||||||||||
Note 2:summary of Significant Accounting Policies | Note 2:Summary of Significant Accounting Policies | |||||||||
The financial statements of the Company are presented on the accrual basis. The significant accounting policies followed are described below to enhance the usefulness of the financial statements to the reader. | ||||||||||
The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. | ||||||||||
Development Stage Activities | ||||||||||
The Company is a development stage exploration company. All losses accumulated since inception have been considered as part of the Company’s development stage activities. | ||||||||||
The Company is subject to several categories of risk associated with its development stage activities. Mineral exploration and natural gas and oil exploration and production is a speculative business, and involves a high degree of risk. Many factors have a direct bearing on the Company’s prospects and there are inherent uncertainties in these activities. Mineral exploration is dependent upon finding an ore body that is economic to develop. Uncertainties that exist with natural gas exploration include estimating natural gas and oil reserves, future hydrocarbon production, and cash flows, particularly with respect to wells that have not been fully tested and with wells having limited production histories; access to additional capital; changes in the price of natural gas and oil; availability and cost of services and equipment; and the presence of competitors with greater financial resources and capacity. | ||||||||||
Principles of Consolidation | ||||||||||
These consolidated financial statements include the accounts of Force Energy Corp and its wholly-owned subsidiaries, FRC Exploration Ltd. (a company incorporated in British Columbia, Canada,) (“FRC “) and Nuance Exploration Ltd. (a company incorporated in British Columbia, Canada) ( “NEL”). All significant inter-company balances and transactions have been eliminated. | ||||||||||
Foreign Currency Translation | ||||||||||
The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency, the Canadian dollar. The financial statements of the Company are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At November 30, 2014 and 2013, the cumulative translation adjustment of $8,606 and $6,540, respectively, was classified as an item of other comprehensive income in the stockholders' equity (deficit) section of the consolidated balance sheets. For the years ended November 30, 2014 and 2013, the foreign currency translation adjustment to Accumulated Other Comprehensive income was $2,066 and $513 respectively. | ||||||||||
Cash and Cash Equivalents | ||||||||||
Cash and cash equivalents are comprised of cash and highly liquid investments with original maturity dates of less than three months that may not be reported as investments. While the Company may maintain cash and cash equivalents in bank deposit accounts, which at times exceed Federal Deposit Insurance Corporation insured limits, they have not experienced any losses in such accounts. | ||||||||||
Management believes it is not exposed to any significant credit risk on cash and cash equivalents. | ||||||||||
Oil and Gas Properties | ||||||||||
The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost center) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities. | ||||||||||
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proven reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil. | ||||||||||
Costs of acquiring and evaluating unproven properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proven reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. | ||||||||||
If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling”the excess is expensed in the period such excess occurs. The “full cost ceiling”is determined based on the present value of estimated future net revenues attributed to proven reserves, using current prices less estimated future expenditures plus the lower of cost and fair value of unproven properties within the cost center. | ||||||||||
Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proven reserves of oil and gas attributable to a cost center. | ||||||||||
Impairment of Long-lived Assets | ||||||||||
The carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Impairment on the properties with unproven reserves is evaluated by considering criteria such as future drilling plans for the properties, the results of geographic and geologic data related to the unproven properties and the remaining term of the property leases. | ||||||||||
Mineral Properties | ||||||||||
Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. | ||||||||||
In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements. | ||||||||||
Mineral property exploration costs are expensed as incurred. | ||||||||||
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized. | ||||||||||
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. | ||||||||||
Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. | ||||||||||
To date the Company has not established any proven or probable reserves on its mineral properties. | ||||||||||
Asset Retirement Obligations | ||||||||||
Asset Retirement Obligations (“ARO”) associated with the retirement of a tangible long-lived asset, including natural gas and oil properties, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the assets. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. | ||||||||||
Derivative Liabilities and Classification | ||||||||||
Free-standing financial instruments (or embedded derivatives) indexed to the Company’s common stock are evaluated to properly classify such instruments within equity or as liabilities in the financial statements. Accordingly, the classification of an instrument indexed to our stock, which is carried as a liability, must be reassessed at each balance sheet date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. | ||||||||||
Income Taxes | ||||||||||
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | ||||||||||
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions for any of the reporting periods presented. | ||||||||||
Basic Loss per Share | ||||||||||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the twelve months ended December 31, 2014 and 2013, the assumed exercise of share options are anti-dilutive due to the Company’s net loss and are excluded from the determination of net loss per share –basic and diluted. Accordingly, net loss per share basic and diluted are equal in all periods presented. | ||||||||||
Comprehensive Income | ||||||||||
Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive income (loss) requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company's comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of changes in operations. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
Effective July 1, 2009, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | ||||||||||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair market hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels based on the reliability of the inputs to determine the fair value: | ||||||||||
Level 1 –defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; | ||||||||||
Level 2 –defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | ||||||||||
Level 3 –defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||||||||||
The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items. | ||||||||||
Financial assets and liabilities measured at fair value on a recurring basis: | ||||||||||
FAIR VALUE | 30-Nov-14 | 30-Nov-13 | ||||||||
INPUT | CARRYING ESTIMATED | CARRYING ESTIMATED | ||||||||
LEVEL | AMOUNT | FAIR VALUE | AMOUNT | FAIR VALUE | ||||||
Derivative Liability | 3 | 310,270 | 310,270 | 90,297 | 90,297 | |||||
Total Financial Liabilities | $ 310,270 | $ 310,270 | $ 90,297 | $ 90,297 | ||||||
In management’s opinion, the fair value of convertible notes payable and advances payable approximates the carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. | ||||||||||
Note_3recent_Accounting_Pronou
Note 3:recent Accounting Pronouncements | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 3:recent Accounting Pronouncements | Note 3:Recent Accounting Pronouncements |
In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement –Topic 820.”ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial statements. | |
The FASB issued Accounting Standards Update (ASU) No. 2013-02 —Intangibles —Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on July 27, 2013, to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2013. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s financial statements. | |
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial statements. | |
In October 2012, the FASB issued ASU No. 2013-04, Technical Corrections and Improvements, (“ASU 2013-04”). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013. The adoption of ASU 2013-04 did not have a material impact on the Company’s financial statements. | |
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). This update clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The Company is required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not have a material impact on the consolidated financial statements. | |
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, | |
either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 is effective for annual reporting periods beginning on or after December 15, 2013, and interim periods within those annual periods. ASU 2013-02 was adopted January 1, 2013 and did not have a significant impact on our financial statements. | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint andSeveral Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. Theamendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligationsresulting from joint and several liability arrangements for which the total amount of the obligation within the scopeof this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S.GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15,2013. The Company is evaluating the effect, if any, adoption of ASU No. 2013-04 will have on their consolidated financial statements. | |
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent ‘s Accounting for the Cumulative Translation Adjustment upon De-recognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation —Overall, or Subtopic 830-30, Foreign Currency Matters —Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard is effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. The Company is evaluating the effect, if any, adoption of ASU No. 2013-05 will have on their consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740) (“ASU 2013-11”), which requires the financial statement presentation of an unrecognized tax benefit in a particular jurisdiction, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss (“NOL”) carry forward, a similar tax loss, or a tax credit carry forward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the NOL or carry forward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be combined with a deferred tax asset. ASU 2013-11 is effective for interim and annual periods beginning after December 15, 2013. The Company is currently evaluating the impact of this guidance on their consolidated financial position, results of operations, and cash flows. | |
Note_4_Oil_and_Gas_Properties
Note 4: Oil and Gas Properties | 12 Months Ended | ||||
Nov. 30, 2014 | |||||
Notes | |||||
Note 4: Oil and Gas Properties | Note 4: Oil and Gas Properties | ||||
November 30, 2014 | November 30, 2013 | ||||
Canada | Total | Canada | Total | ||
Unproven Properties | |||||
Acquisition Costs | $ - | $ - | $ 119,640 | $ 488,640 | |
Development Costs | $ - | $ - | $ 7,365 | $ 36,404 | |
Asset Retirement Obligation | $ - | $ - | $ 8,422 | $ 8,422 | |
$ - | $ - | $ 135,427 | $ 533,466 | ||
Written Off | $ - | $ - | $(135,427) | $(533,466) | |
$ - | $ - | $ - | $ - | ||
Hayter Prospect, Alberta, Canada | |||||
By a participation agreement dated December 21, 2006, Nuance Exploration Ltd. (“NEL”), a wholly owned subsidiary of the Company acquired a 100% ownership in the interpretation of 3D seismic data covering four sections of certain land, known as the Hayter Prospect, located in the province of Alberta, Canada by paying $82,650 (CDN$95,000) in costs of acquiring and interpreting the seismic data. | |||||
On October 15, 2007, prior to the evaluation of the 3D seismic data, NEL sold to the original grantor (the Grantor) its 100% interest in the 3D seismic data and received as consideration a non-interest bearing promissory note for $111,144 (CDN$110,000) to be repaid by November 30, 2007. | |||||
On November 30, 2007, the Grantor did not pay the promissory note and NEL and the Grantor entered into a Participation Agreement whereby NEL accepted a 20% interest of the Grantor’s working interest in the County Line 10D Hayter 10-8-40-1 W4M well as full and final settlement of the promissory note totaling $95,702 after considering the effects of the foreign exchange on the note. | |||||
On October 16, 2009, the Company entered into an amendment to its Participation Agreement pursuant to which it acquired an additional 30% working interest in the Hayter Well in consideration of a release by Force from an amount of $23,938 owed by the Grantor to the Company. The Company holds a 50% working interest of the Grantor’s interest in the Hayter Well. | |||||
The addendum was subsequently amended by the parties on February 1, 2010 to replace the reference to the Company in the agreement with Nuance Exploration Ltd., the Company’s wholly owned subsidiary. | |||||
During the year ended November 30, 2012, due to financial restrictions in the current capital markets, management determined the focus of the Company in the future would predominantly be the exploration and development of the Zoro Mineral Property (See Note 5). Accordingly, as no current plans to further develop the Hayter property exist, the company recorded an impairment provision of $135,427. | |||||
At November 30, 2012, the 50% working interest of the Hayter Well was recorded at $0. The company also recorded $16,845 as an asset retirement obligation (See Note 10). | |||||
Note 5: Mineral Properties | |||||
On May 30, 2013, the Company entered into a Property Option Agreement to acquire an option to purchase a 100% interest in four mining concessions known as La Predilecta; La Predilecta II; La Crus and La Cascada comprising approximately 1,181 hectares in the Miahuatlan District, in the southern portion of Centrales Region within Oaxaca State Mexico. The Company will hold its interest via a wholly owned Mexican subsidiary, which is yet to be incorporated when the Optionor receives the $100,000 cash. | |||||
In order to exercise the option, the Company must pay cash or issue stock to the Optionor by the following dates: | |||||
i) | $50,000 within 60 days of signing the agreement. | ||||
ii) | $50,000 within 90 days of signing the agreement. | ||||
iii) | Issue an aggregate of 4,000,000 shares of Preferred stock. | ||||
Each preferred share shall have an underlying voting right equivalent to 100 shares of Common stock and shall be convertible into 100 shares of Common stock. | |||||
As of this reporting period the initial $50,000 payment had been made and is being paid by an outside investor. The remaining $50,000 is past due as of August 31, 2013. | |||||
The Company is now waiting for the Seller to verify the current standing with all taxes on the property. As soon as this is confirmed the Company will authorize second payment. Once the tax verification comes from the country of Mexico the Mexican subsidiary will be established and ownership of property will be held within the Mexican subsidiary. | |||||
On July 6, 2010, the Company entered into a Property Option Agreement (amended May 11, 2011) to acquire an option to purchase a 100% interest in the property known as the Zoro 1 property, a mineral property comprising 52 hectares (approximately 128.50 acres) in the Snow Lake region of Manitoba Canada. In order to exercise the option, the Company must pay cash or issue stock to the option holder by the following dates: | |||||
1.$59,600 (CDN 62,000) on signing the agreement (paid) | |||||
2.$102,900 (CDN 100,000) or issue 1,000,000 shares of common stock on or before June, 15, 2011. (1,000,000 shares issued with a fair value of $80,000) | |||||
3.$50,500 cash (CDN 50,000) and issue 7,500,000 common stock on or before June, 15, 2013. ($50,500 paid (CDN 50,000) and 7,500,000 shares issued with a fair value of $150,000) | |||||
4.$403,560 (CDN 400,000) or issue a specified number of common shares still to be determined by the parties on or before June, 15, 2013. | |||||
During the year ended November 30 2013, the Company incurred $0 in exploration expenditures on the property. | |||||
Note_6_Advance_Payable
Note 6: Advance Payable | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 6: Advance Payable | Note 6: Advance Payable |
On February 1, 2011, the Company received a cash advance of $30,000. The advance is unsecured, non-interest bearing and has no fixed repayment terms. On June 13, 2013, this advance was settled by the issuance of 3,000,000 shares of common stock with a fair value of $60,000. The excess of fair value over the face value of the note was recorded as an interest expense with a corresponding credit to additional paid in capital. | |
On March 21, 2011, the Company received a cash advance of $20,000. The advance is unsecured, non-interest bearing and has no fixed repayment terms. | |
Note_7_Related_Party_Transacti
Note 7: Related Party Transactions | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Notes | ||||
Note 7: Related Party Transactions | Note 7: Related Party Transactions | |||
Amounts due to related parties comprise: | ||||
November 30, | November 30, | |||
2014 | 2013 | |||
Tim DeHerrera | $ 715 | $ 250 | ||
Direct Capital | 35,578 | 1,343 | ||
$ 36,293 | $ 1,593 | |||
All amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment. | ||||
On July 23, 2010, the Company entered into an employment contract with the Company President, which expires July 22, 2011. Pursuant to the contract, the President received 25,000 common shares having a fair value of $550,000. Should the contract be terminated prior to completion the President will return 1,000 shares to treasury for each unfulfilled month of the contract. The President will also receive $2,500 per month for months 1-3; $4,000 per month for months 4-6 and $5,000 per month for months 7-12 of the contract. | ||||
The fair value of 13,000 shares issued which were earned immediately and have been expensed as stock based compensation of $286,000. The fair value of the remaining 12,000 shares issued which are to be earned over the term of the contract will be charged to operations over the life of the employment contract. This portion of the stock award is accounted for as deferred compensation whereby the fair value of the award is recorded as a component of stockholders’ equity until earned. | ||||
Pursuant to this stock award during the year ended November 30, 2014, the Company recorded management fees of $0 (year ended November 30, 2013 $0). | ||||
On July 18, 2011, the Company entered into a new employment contract with the Company President, which expires July 18, 2013. Pursuant to the contract, the President received 25,000 common shares having a fair value of $125,000. The President will receive $7,500 per month for months 13-24 of the contract. Unless the contract is terminated by either party giving 45 days written notice the contract will automatically renew. Should the contract be renewed then the President will receive 25,000 shares of common stock and an annual increase of $2,500 per month upon each renewal. If the Company does not have sufficient cash resources to settle the cash element of the contract, then at the request of the President any accrued unpaid fees may be converted into common stock at $0.025 per share. | ||||
The fair value of the 25,000 shares issued which are to be earned over the term of the contract will be charged to operations over the life of the employment contract. This portion of the stock award is accounted for as deferred compensation whereby the fair value of the award is recorded as a component of stockholders’ equity until earned. | ||||
Pursuant to this stock award during the year ended November 30, 2014 the Company recorded management fees of $0 (year ended November 30, 2013 - $0). | ||||
On July 16, 2012, the Company entered into an addendum to the contract, which expires July 15, 2014. Pursuant to the contract, the President received 75,000 common shares on July 2013, and will continue to receive 75,000 common shares upon each anniversary date of the addendum. The fair value of the shares received was $150,000. The President will receive $10,000 per month for months 25-36 of the contract and an annual monthly increase of $2,500 per month thereafter. Unless the contract is terminated by either party giving 45 days written notice the contact will automatically renew. If the Company does not have sufficient cash resources to settle the cash element of the contract, then at the request of the President any accrued unpaid fees may be converted into common stock at $0.01 per share. | ||||
The fair value of the 75,000 shares issued which are to be earned over the term of the contract will be charged to operations over the life of the employment contract. This portion of the stock award is accounted for as deferred compensation whereby the fair value of the award is recorded as a component of stockholders’ equity until earned. | ||||
During the year ended November 30, 2014, the Company recorded management fees of $0 (year ended November 30, 2013 - $95,400) pursuant to this stock award. | ||||
On May 30, 2013, the Company entered into a second addendum to the contract, which expires May 30, 2015. Pursuant to the contract, the President received 500,000 common shares upon signing the agreement, 221,250 shares were issued to settle amounts owing under prior contract of $22,125 and 278,750 shares are to be earned over the period of the contract. As before the President will receive $10,000 per month for months 25-36 of the contract and an annual monthly increase of $2,500 per month thereafter. Unless the contract is terminated by either party giving 90 days written notice the contact will automatically renew. If the Company does not have sufficient cash resources to settle the cash element of the contract, then at the request of the President any accrued unpaid fees may be converted into common stock at $0.001 per share. | ||||
The fair value of the shares issued in settlement of amounts owing of $22,125 was $50,889. The difference between the recorded amount payable and the fair value of stock issued being $28,762 was charged to operations as management fees upon issuance. | ||||
The fair value of the 278,750 shares issued with a fair value of $64,113, which are to be earned over the term of the contract, will be charged to operations over the life of the employment contract. This portion of the stock award is accounted for as deferred compensation whereby the fair value of the award is recorded as a component of stockholders’ equity until earned. During the year ended November 30, 2014, the Company recorded management fees of $0 (year ended November 30, 2013 - $120,000) pursuant to this stock award. | ||||
Note_8_Convertible_Notes_Payab
Note 8: Convertible Notes Payable | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Notes | ||||
Note 8: Convertible Notes Payable | Note 8: Convertible Notes Payable | |||
November 30, | November 30, | |||
2014 | 2013 | |||
Promissory Note #6 | 20,000 | 20,000 | ||
Promissory Note #7 | 20,000 | 20,000 | ||
Promissory Note #8 | 20,000 | 20,000 | ||
Promissory Note #10 | 30,000 | 30,000 | ||
Promissory Note #13 | 12,710 | 64,060 | ||
Promissory Note #15 | 88,000 | 88,000 | ||
Promissory Note #16 | 11,000 | 11,000 | ||
Promissory Note #17 | 11,000 | 11,000 | ||
Promissory Note #18 | 50,000 | 50,000 | ||
Promissory Note #19 | 11,000 | 11,000 | ||
Promissory Note #20 | 11,000 | 11,000 | ||
Promissory Note #21 | 16,000 | 16,000 | ||
Promissory Note #22 | 50,000 | 50,000 | ||
Promissory Note #23 | 16,000 | - | ||
Promissory Note #24 | 16,000 | - | ||
Promissory Note #25 | 16,000 | - | ||
Promissory Note #26 | 16,000 | - | ||
Promissory Note #27 | 16,000 | - | ||
Promissory Note #28 | 16,000 | - | ||
Promissory Note #29 | 48,000 | - | ||
Promissory Note #30 | 75,000 | - | ||
Promissory Note #31 | 220,486 | - | ||
$ 790,196 | $ 402,060 | |||
Debt discount | (234,649) | (101,250) | ||
Accrued interest | 83,746 | 13,074 | ||
Convertible Notes Payable | $ 639,293 | $ 313,884 | ||
As at November 30, 2014 and November 30, 2013, convertible notes payable are recorded net of unamortized debt discount of $(234,649) and $(101,250) respectively. | ||||
Promissory Note #6 | ||||
On February 15, 2012, the Company received $20,000 cash and the Company issued a convertible promissory note in the amount of $20,000. The promissory note is unsecured, interest free and repayable upon demand. | ||||
Promissory Note #7 | ||||
On February 15, 2012, the Company received $20,000 cash and the Company issued a convertible promissory note in the amount of $20,000. The promissory note is unsecured, interest free and repayable upon demand. | ||||
Promissory Note #8 | ||||
On February 15, 2012, the Company received $20,000 cash and the Company issued a convertible promissory note in the amount of $20,000. The promissory note is unsecured, interest free and repayable upon demand. | ||||
Promissory Note #10 | ||||
Promissory Note #10 | ||||
On March 20, 2012, the Company received $30,000 cash and the Company issued a convertible promissory note in the amount of $30,000. The promissory note is unsecured, interest free and repayable upon demand. | ||||
The note may be converted at the option of the holder into common stock of the Company. The fixed conversion price is $0.01 per share. Accordingly, the note may be converted into 3,000,000 common shares of the Company. The note also contains a provision whereby should the Company perform a stock split or reverse stock split, the conversion price of the note reverts to the lesser of 40% of market value at the time of conversion, or $0.01 per share. Accordingly, subsequent to the period end on June 14, 2013, this conversion provision was triggered. | ||||
The Company determined that Promissory notes # 6, 7, 8, and 10 should be accounted for in accordance with FASB ASC 470-20, which addresses “Accounting for Convertible Securities with Beneficial Conversion Features". The intrinsic value of the conversion feature is calculated as the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (being $0.05 for notes # 6, 7 and 8 and $0.02 for note 10), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature is calculated as pro rata portion of the proceeds from issuance of the convertible debt, being equal to proceeds received multiplied by intrinsic value divided by the total value received (i.e. the aggregate of proceeds and intrinsic value). This beneficial conversion feature is allocated to debt discount and additional paid in capital. Because the debt is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of convertible notes of $0 (year ended November 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital. | ||||
Promissory Note #13 | ||||
On September 12, 2012, the Company received $75,000 cash and the Company issued a convertible promissory note in the amount of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 14, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the year ended November 30, 2014, the Company accrued $7,393 (year ended November 30, 2013 - $5,882) in interest expense. | ||||
After 180 days the note may be converted at the option of the holder into Common stock of the Company. The conversion price is defined as “50% multiplied by market price where market price is determined as the average of the lowest three bid prices during the ten trading days prior to the date of conversion”. The Company determined that the embedded conversion feature would be a derivative liability based upon its variable conversion terms once the holder’s conversion rights were triggered. | ||||
In March 2013, upon the holders option to convert becoming active, the Company recorded debt discount of $75,000, charged $1,800 to interest expense and also recorded a derivative liability of $76,800 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term on the note or to the date of conversion. The derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. | ||||
During the year ended November 30, 2014, the Company recorded a loss of $21,772 (year ended November 30, 2013 – loss of $33,869) due to the change in value of the derivative liability during the period. | ||||
During the year ended November 30, 2014, the Company issued 10,843,624 common shares upon the conversion of $51,350 of the principal balance into common stock, and $91,498 of the derivative liability was re-classified as additional paid in capital upon conversion. | ||||
As of November 30, 2014, principal balance of $12,710 (November 30, 2013 - $64,060), accrued interest of $14,574 (November 30, 2013 - $7,181) debt discount of $0 (November 30, 2013 - 0) and a derivative liability of $20,571 (November 30, 2013 - $90,297) was recorded. | ||||
Promissory Note #15 | ||||
On June 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $88,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $19,360 (year ended November 30, 2013 - $3,510) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $88,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $481 (year ended November 30, 2013 - $87,519) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $88,000 (November 30, 2013 - $88,000) and accrued interest of $22,870 (November 30, 2013 - $3,510) was recorded. | ||||
Promissory Note #16 | ||||
On July 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,285 (year ended November 30, 2013 - $366) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $11,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $1,913 (year ended November 30, 2013 - $9,087) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $11,000 (November 30, 2013 - $11,000) and accrued interest of $2,652 (November 30, 2013 - $366) was recorded. | ||||
Promissory Note #17 | ||||
On August 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,154 (year ended November 30, 2013 - $292) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $11,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $3,766 (year ended November 30, 2013 - $7,234) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $11,000 (November 30, 2013 - $11,000) and accrued interest of $2,446 (November 30, 2013 - $292) was recorded. | ||||
Promissory Note #18 | ||||
On August 7, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $50,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 7, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $9,677 (year ended November 30, 2013 - $1,260) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $50,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $18,750 (year ended November 30, 2013 - $31,250) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $50,000 (November 30, 2013 - $50,000) and accrued interest of $10,938 (November 30, 2013 - $1,260) was recorded. | ||||
Promissory Note #19 | ||||
On September 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,033 (year ended November 30, 2013 - $217) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $11,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $5,530 (year ended November 30, 2013 - $5,470) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $11,000 (November 30, 2013 - $11,000) and accrued interest of $2,250 (November 30, 2013 - $217) was recorded. | ||||
Promissory Note #20 | ||||
On October 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $1,905 (year ended November 30, 2013 - $145) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $11,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $7,374 (year ended November 30, 2013 - $3,626) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $11,000 (November 30, 2013 - $11,000) and accrued interest of $2,050 (November 30, 2013 - $145) was recorded. | ||||
Promissory Note #21 | ||||
On November 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,588 (year ended November 30, 2013 - $102) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $16,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $13,436 (year ended November 30, 2013 - $2,564) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $16,000) and accrued interest of $2,690 (November 30, 2013 - $102) was recorded. | ||||
Promissory Note #22 | ||||
On November 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $50,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $7,528 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $0 (November 30, 2013 - $50,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $50,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $50,000 (November 30, 2013 - $50,000) and accrued interest of $7,528 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #23 | ||||
On December 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,390 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0) and accrued interest of $2,390 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #24 | ||||
On January 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $2,101 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0) and accrued interest of $2,101 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #25 | ||||
On February 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $1,802 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0), accrued interest of $1,802 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #26 | ||||
On March 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $1,510 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0) and accrued interest of $1,510 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #27 | ||||
On April 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $1.220 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0) and accrued interest of $1,220 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #28 | ||||
On May 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $925 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $16,000 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $16,000 (November 30, 2013 - $0) and accrued interest of $925 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #29 | ||||
On June 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $1,915 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $48,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $47,868 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $48,000 (November 30, 2013 - $0), accrued interest of $1,915 (November 30, 2013 - $0) and debt discount of $132 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #30 | ||||
On October 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended November 30, 2014, the Company accrued $986 (year ended November 30, 2013 - $0) in interest expense. | ||||
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. | ||||
During the year ended November 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $75,000 (November 30, 2013 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $24,725 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal amount of $75,000 (November 30, 2013 - $0), accrued interest of $986 (November 30, 2013 - $0) and debt discount of $50,275 (November 30, 2013 - $0) was recorded. | ||||
Promissory Note #31 | ||||
On October 1, 2014, the Company entered into a Convertible Promissory note with New Venture Attorneys, PC in the sum of $220,486. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2015. The note also contains customary events of default. During the year ended November 30, 2014, the Company accrued $2,900 (year ended November 30, 2013 - $0) in interest expense. | ||||
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $294,767 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. | ||||
During the year ended November 30, 2014, the Company recorded a gain of $5,068 (year ended November 30, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $36,244 (year ended November 30, 2013 - $0) was accreted to the statement of operations. | ||||
As of November 30, 2014, principal balance of $220,486 (November 30, 2013 - $0), accrued interest of $2,900 (November 30, 2013 - $0), debt discount of $184,242 (November 30, 2013 - $0) and a derivative liability of $289,699 (November 30, 2013 - $0) was recorded. | ||||
Note_9_Derivative_Liabilities
Note 9: Derivative Liabilities | 12 Months Ended | ||
Nov. 30, 2014 | |||
Notes | |||
Note 9: Derivative Liabilities | Note 9: Derivative Liabilities | ||
The Company issued financial instruments in the form of convertible notes with embedded conversion features. Many of the convertible notes payable have conversion rates, which are indexed to the market value of the Company’s stock price. | |||
During the year ended November 30, 2014, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $294,767 (year ended November 30, 2013 - $159,000). During the year ended November 30, 2014, $51,350 (year ended November 30, 2013, $149,340) of convertible notes payable and accrued interest was converted into common stock of the Company. For the year ended November 30, 2014, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $91,498 (year ended November 30, 2013 - $234,823) was reclassed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the year ended November 30, 2014, the Company recognized a loss of $16,704 (year ended November 2013–loss of $107,920) based on the change in fair value (mark-to market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations. | |||
These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP ASC 815. The valuation assumptions are determined by Level 3 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above: | |||
November 30, | November 30, | ||
2014 | 2013 | ||
Balance, beginning of year | $ 90,297 | $ 58,200 | |
Initial recognition of derivative liability | 294,767 | 159,000 | |
Conversion of derivative instruments to Common Stock | (91,498) | (234,823) | |
Mark-to-Market adjustment to fair value | 16,704 | 107,920 | |
Balance, end of year | $ 310,270 | $ 90,297 | |
Note_10_Asset_Retirement_Oblig
Note 10: Asset Retirement Obligations | 12 Months Ended | ||
Nov. 30, 2014 | |||
Notes | |||
Note 10: Asset Retirement Obligations | Note 10: Asset Retirement Obligations | ||
During the period November 2007 to October 2009, the Company acquired in tranches a 50% working interest in the Hayter 10-8-40-1 W4M oil and gas well in Alberta Canada, known as the “Hayter Prospect”. During the year ended November 30, 2013, due to financial restrictions in the current capital markets, management determined the focus of the Company in the future would predominantly be the exploration and development of the Zoro Mineral Property, and as the Company had no current plans to further develop the Hayter property, the Company recorded an impairment provision of $135,427 during the fiscal year ended November 30, 2013, resulting in the book value of the Hayter prospect being $nil at November 30, 2013. As of November 30, 2014 and November 30, 2013, the Company determined the asset retirement obligation to be $19,523 and $18,861, respectively. | |||
Total future asset retirement obligations were estimated by management based on the Company’s net ownership interest, estimated costs to reclaim and abandon the wells and the estimated timing of the costs to be incurred in future periods. The Company has estimated the net present value of its total asset retirement obligations at February, 2013 to be $16,889 based on a total undiscounted liability of $17,057 (Cdn$17,500) in the Hayter Prospect, Alberta, Canada. These payments are expected to be made over the next seven years, with the majority of the cost incurred between 2016 and 2019. | |||
The Company’s credit adjusted risk free rate of 15% and an inflation rate of 8% were used to calculate the present value of the asset retirement obligation. | |||
November 30, | November 30, | ||
2014 | 2013 | ||
Balance, beginning of year | $ 18,861 | $ 16,845 | |
Liabilities incurred | - | - | |
Accretion expense | 2,728 | 2,529 | |
Effect of foreign exchange | (2,066) | (513) | |
Balance, end of year | $ 19,523 | $ 18,861 | |
Note_11_Capital_Stock
Note 11: Capital Stock | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 11: Capital Stock | Note 11: Capital Stock |
Authorized | |
10,000,000 Preferred shares, par value $0.001 – 4,000,000 issued | |
(November 30, 2013 – 4,000,000 shares issued) | |
750,000,000 Common shares par value $0.10 –13,848,234 issued | |
(November 30, 2013 – 3,004,610 shares issued) | |
On November 1, 2006 the Company authorized 900,000 shares of common stock with a par value of $0.001 per share and 100,000 shares of preferred stock with a par value of $0.001. | |
On September 26, 2012, The Company increased its authorized capital stock to 750,000,000 common shares from 270,000,000 common shares. | |
On June 6, 2013, the Board of Directors authorized a 100:1 reverse stock split of the common shares. The reverse stock split received regulatory approval on June 28, 2013. The record date for the reverse stock split was June 14, 2013. The authorized number of common shares remained unchanged. All references in the accompanying financial statements to the number of common shares have been restated to reflect the reverse stock split. | |
Issued | |
Preferred Stock | |
On May 14, 2013, the Company issued 4,000,000 preferred shares pursuant to the Mexican mineral property option agreement. Each share has an underlying voting right equivalent to 100 common shares, and is convertible into 100 common shares of the Company. | |
Common Stock | |
During the period of November 1, 2006 (Inception) to November 30, 2006, the Company issued 23,000 common shares at $0.005 per share for total proceeds of $107,000 net of $8,000 in commissions pursuant to a private placement. | |
On December 29, 2006, the Company issued 213,540 common shares as a result of the reverse merger and recapitalization. | |
On April 5, 2007, the Company issued 24,000 common shares at $0.25 per share for total proceeds of $60,000 pursuant to a private placement. | |
On November 30, 2007, the Company issued 10,000 common shares at $0.50 per share for total proceeds of $50,000 pursuant to a private placement. | |
On April 16, 2008, the Company agreed to issue 30,000 common shares (issued May 2008) with a fair value of $1.35 per share totaling $405,000 pursuant to three consultancy contracts. | |
On April 17, 2008, the Company issued 100,000 common shares at $0.75 per share for total proceeds of $750,000 pursuant to a private placement. | |
On September 19, 2009, the Company issued 45,000 common shares pursuant to the Diamond Springs Prospect property agreement with a fair value of $144,000. | |
On October 30, 2009, the Company issued 90,000 common shares at $0.28 per share for total proceeds of $252,000 pursuant to a private placement. | |
On July 9, 2010, the Company issued 50,000 common shares at $0.20 per share for gross proceeds of $100,000. | |
On July 23, 2010, the Company issued 250,000 common shares pursuant to an employment contract with the Company President. The fair value of the shares issued was $550,000. | |
On August 4, 2010, the Company issued 6,432 common shares pursuant to a debt settlement agreement, in settlement of amounts owing to the Company’s former president in the amount of $160,817. | |
On December 1, 2010, the Company issued 200,000 common shares for aggregate proceeds of $50,000. | |
On June 3, 2011 the Company issued 100,000 shares of common stock pursuant to the Zoro 1 mineral property agreement, with a fair value of $80,000. | |
On June 7, 2011 and July 18, 2011, the Company issued 100,000 and 150,000 shares of common stock to the President pursuant to the new management contract (Note 7). The shares issued had a fair value of $125,000. | |
Between April 9, 2012 and April 23, 2012, the Company issued 24,865 common shares with an aggregate fair value of $65,300 pursuant to the conversion of a note payable falling due on July 3, 2013 to common stock. | |
On May 5, 2012, the Company issued 26,919 common shares with a fair value of $53,838 pursuant to a consultancy agreement with Primary Capital LLC. (Note 14) | |
On June 12, 2012, the Company issued 750,000 common shares with a fair value of $150,000 pursuant to the Zoro 1 mineral property option agreement. | |
On June 13, 2012, the Company issued 300,000 common shares with a fair value of $60,000 in settlement of a $30,000 advance payable. | |
Between July 9, 2012 and August 14, 2012, the Company issued an aggregate of 69,568 common shares with an aggregate fair value of 75,600, upon the conversion of the convertible note payable falling due on October 6, 2013. | |
On July 17, 2012, the Company issued 750,000 common shares with a fair value of $150,000 pursuant to an employment agreement with the President of the Company. | |
On September 5, 2012, the Company issued 300,000 common shares with a fair value of $51,000 pursuant to a consultancy agreement. | |
Between September 20, 2012 and November 23, 2012 the Company issued an aggregate of 143,444 common shares with an aggregate fair value of $260,401 upon the conversion of the convertible note payable falling due on May 10, 2013. | |
On September 26, 2012, the Company issued 300,000 common shares with a fair value of $73,500 pursuant to a consultancy agreement. | |
Between December 12, 2012 and November 30, 2013, the Company issued an aggregate of 245,868 common shares with an aggregate fair value of $100,200, upon the conversion of $50,000 of a convertible note, which was due upon demand. | |
Between January 12, 2013, and August 31, 2013, the Company issued 192,576 common shares with an aggregate fair value of $86,500, upon the conversion of accrued interest of $1,700 and $42,500 principal of a convertible note. | |
Between May 2, 2013 and August 31, 2013, the Company issued 189,679 common shares with an aggregate fair value of $51,300, upon the conversion of $25,900 of a convertible note. | |
Between June 1, 2013, and August 31, 2013, the Company issued 236,102 common shares upon the conversion of accrued interest of $900 and $16,600 principal of a convertible note. | |
Between September 1, 2013, and November 30, 2013, the Company issued 558,167 common shares upon the conversion of principal of $10,940 of a convertible note. | |
Between December 1, 2013, and February 28, 2014, the Company issued 1,388,584 common shares upon the conversion of principal of $21,023 of a convertible note. | |
Between March 1, 2014, and May 31, 2014, the Company issued 2,489,410 common shares upon the conversion of principal of $12,897 of a convertible note. | |
Between June 1, 2014, and August 31, 2014, the Company issued 2,451,940 common shares upon the conversion of principal of $8,540 of a convertible note. | |
Between September 1, 2014, and November 30, 2014, the Company issued 4,513,690 common shares upon the conversion of principal of $8,890 of a convertible note. | |
On May 14, 2013, the Company issued 4,000,000 preferred shares pursuant to the Mexican mineral property option agreement. Each share has an underlying voting right equivalent to 100 common shares, and is convertible into 100 common shares of the Company. | |
Note_12_Income_Taxes
Note 12: Income Taxes | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Notes | ||||
Note 12: Income Taxes | Note 12: Income Taxes | |||
Income taxes are summarized as follows for the year ended November 30, 2014. | ||||
November 30, | ||||
2014 | 2013 | |||
Operating loss for the year ended November 30 | $ (1,033,400) | $ (898,106) | ||
Average statutory tax rate | 34% | 34% | ||
Expected income tax provisions | $ (351,356) | $ (305,356) | ||
Unrecognized tax loses | (351,356) | (305,356) | ||
Income tax expense | $ - | $ - | ||
The Company has net operating losses carried forward of approximately $5,843,244 for tax purposes which will expire in 2026 if not utilized beforehand. | ||||
Note_13_Supplemental_Disclosur
Note 13: Supplemental Disclosure With Respect To Cash Flows | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 13: Supplemental Disclosure With Respect To Cash Flows | Note 13: Supplemental Disclosure with Respect to Cash Flows |
During the year ended November 30, 2014, the following non-cash investing and financing activities occurred: | |
1.An aggregate of 10,843,624 common shares were issued with a fair value of $91,498 upon the conversion into stock of $51,350 of the principal of a convertible note payable. | |
Note_14_Commitment
Note 14: Commitment | 12 Months Ended | ||
Nov. 30, 2014 | |||
Notes | |||
Note 14: Commitment | Note 14: Commitment | ||
On May 5, 2012, the Company entered into a consultancy agreement with Primary Capital LLC. (“Primary”), whereby Primary would provide financial advisory and investment banking services to the Company for a period of two years commencing May 7, 2013. Pursuant to the agreement, the Company paid Primary a non-refundable signing fee of $10,000 and issued Primary common stock equivalent to 4.9% (the “Applicable Percentage”) of the common shares on a fully diluted basis after giving effect to the conversion of all outstanding derivative securities at the time of inception of the agreement. | |||
Accordingly, on May 5, 2012, 26,919 common shares were issued with a fair value of $53,838. | |||
Pursuant to the agreement should the Company issue further potentially dilutive derivative instruments, or issue stock from treasury at any time, then within 5 days of the end of the fiscal quarter in which such instruments or stock was issued, the Company will issue to Primary additional common shares (the “Adjustment shares”) such that Primary continues to hold common stock equivalent to the Applicable Percentage. | |||
Should the Board of Directors grant options, warrants or other securities pursuant to a restricted stock purchase plan or stock option plan approved by the stockholders and Board of Directors of the Company, to employees or Directors such grants shall be considered Excluded Securities for the purposes of determining the Applicable Percentage and the calculation of Adjustment shares in future periods. | |||
Also if the Company completes any financing during the engagement period and also within 2 years of the termination of the agreement with any party introduced to the Company by Primary, Primary will be entitled to: | |||
i) | a cash fee of 8% of the gross proceeds of the financing, | ||
ii) | a 5 year warrant to purchase that number of shares equal to 8% of the number of shares issued in the financing on the same terms as the financing. Any such warrant issued will be in a form provided by Primary and may include terminology allowing for full ratchet anti-dilution provisions, standard and cashless exercise provisions and the same registration rights as received by the original investors. | ||
The agreement can be terminated by either party by providing written notice at any time after the first anniversary of the agreement if either party is in breach of the agreement and fails to cure such breach within 15 days after it receives notice of such breach. During the quarter ended May 31, 2013, the Company terminated the contract. | |||
On October 1, 2014, the Company entered into a consulting contract with Nathan Lewis. Mr. Lewis will act as the President, Treasurer, Secretary, and Director for the Company. The Company will distribute the equivalent in $2,000 restricted common stock for each month. | |||
Note_15_Subsequent_Events
Note 15: Subsequent Events | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 15: Subsequent Events | Note 15: Subsequent Events |
On January 1, 2015 the Company entered into a Promissory Note with Direct Capital Group in the sum of $300,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. | |
On January 1, 2015 the Company entered into a Promissory Note with Direct Capital Group in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. | |
On February 19, 2015 the Company acquired Digital Mining Corporation, a developing Crypto Currency and Alternative Currency Mining. The acquisition will bring the Company into mining, mining pools, trading, and arbitrage across all crypto currencies. The Company through Digital Mining Corporation will develop a platform allowing merchants accepting alternative currencies, through a subscription, the ability to confirm the authenticity of an alternative currency on a timely basis comparable to a credit card authorization. | |
Note_16_Legal_Matters
Note 16: Legal Matters | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 16: Legal Matters | Note 16: Legal Matters |
The Company has no known legal issues pending. | |
Note_17_Going_Concern
Note 17: Going Concern | 12 Months Ended |
Nov. 30, 2014 | |
Notes | |
Note 17: Going Concern | Note 17: Going Concern |
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern. | |
For the year ended November 30, 2014, the Company had a comprehensive loss of $1,031,334. In addition, the Company had a net loss of $897,593 for the year ended November 30, 2013. These circumstances result in substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock. | |
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Note_2summary_of_Significant_A1
Note 2:summary of Significant Accounting Policies: Development Stage Activities (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Development Stage Activities | Development Stage Activities |
The Company is a development stage exploration company. All losses accumulated since inception have been considered as part of the Company’s development stage activities. | |
The Company is subject to several categories of risk associated with its development stage activities. Mineral exploration and natural gas and oil exploration and production is a speculative business, and involves a high degree of risk. Many factors have a direct bearing on the Company’s prospects and there are inherent uncertainties in these activities. Mineral exploration is dependent upon finding an ore body that is economic to develop. Uncertainties that exist with natural gas exploration include estimating natural gas and oil reserves, future hydrocarbon production, and cash flows, particularly with respect to wells that have not been fully tested and with wells having limited production histories; access to additional capital; changes in the price of natural gas and oil; availability and cost of services and equipment; and the presence of competitors with greater financial resources and capacity. |
Note_2summary_of_Significant_A2
Note 2:summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Principles of Consolidation | Principles of Consolidation |
These consolidated financial statements include the accounts of Force Energy Corp and its wholly-owned subsidiaries, FRC Exploration Ltd. (a company incorporated in British Columbia, Canada,) (“FRC “) and Nuance Exploration Ltd. (a company incorporated in British Columbia, Canada) ( “NEL”). All significant inter-company balances and transactions have been eliminated. | |
Note_2summary_of_Significant_A3
Note 2:summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation |
The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency, the Canadian dollar. The financial statements of the Company are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At November 30, 2014 and 2013, the cumulative translation adjustment of $8,606 and $6,540, respectively, was classified as an item of other comprehensive income in the stockholders' equity (deficit) section of the consolidated balance sheets. For the years ended November 30, 2014 and 2013, the foreign currency translation adjustment to Accumulated Other Comprehensive income was $2,066 and $513 respectively. | |
Note_2summary_of_Significant_A4
Note 2:summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents are comprised of cash and highly liquid investments with original maturity dates of less than three months that may not be reported as investments. While the Company may maintain cash and cash equivalents in bank deposit accounts, which at times exceed Federal Deposit Insurance Corporation insured limits, they have not experienced any losses in such accounts. | |
Management believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Note_2summary_of_Significant_A5
Note 2:summary of Significant Accounting Policies: Oil and Gas Properties (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Oil and Gas Properties | Oil and Gas Properties |
The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost center) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities. | |
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proven reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil. | |
Costs of acquiring and evaluating unproven properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proven reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. | |
If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling”the excess is expensed in the period such excess occurs. The “full cost ceiling”is determined based on the present value of estimated future net revenues attributed to proven reserves, using current prices less estimated future expenditures plus the lower of cost and fair value of unproven properties within the cost center. | |
Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proven reserves of oil and gas attributable to a cost center. | |
Note_2summary_of_Significant_A6
Note 2:summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
The carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Impairment on the properties with unproven reserves is evaluated by considering criteria such as future drilling plans for the properties, the results of geographic and geologic data related to the unproven properties and the remaining term of the property leases. | |
Note_2summary_of_Significant_A7
Note 2:summary of Significant Accounting Policies: Mineral Properties (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Mineral Properties | Mineral Properties |
Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. | |
In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements. | |
Mineral property exploration costs are expensed as incurred. | |
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized. | |
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. | |
Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. | |
To date the Company has not established any proven or probable reserves on its mineral properties. | |
Note_2summary_of_Significant_A8
Note 2:summary of Significant Accounting Policies: Asset Retirement Obligations (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Asset Retirement Obligations | Asset Retirement Obligations |
Asset Retirement Obligations (“ARO”) associated with the retirement of a tangible long-lived asset, including natural gas and oil properties, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the assets. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. | |
Note_2summary_of_Significant_A9
Note 2:summary of Significant Accounting Policies: Derivative Liabilities and Classification (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Derivative Liabilities and Classification | Derivative Liabilities and Classification |
Free-standing financial instruments (or embedded derivatives) indexed to the Company’s common stock are evaluated to properly classify such instruments within equity or as liabilities in the financial statements. Accordingly, the classification of an instrument indexed to our stock, which is carried as a liability, must be reassessed at each balance sheet date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. | |
Recovered_Sheet1
Note 2:summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Income Taxes | Income Taxes |
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions for any of the reporting periods presented. | |
Recovered_Sheet2
Note 2:summary of Significant Accounting Policies: Basic Loss Per Share (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Basic Loss Per Share | Basic Loss per Share |
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the twelve months ended December 31, 2014 and 2013, the assumed exercise of share options are anti-dilutive due to the Company’s net loss and are excluded from the determination of net loss per share –basic and diluted. Accordingly, net loss per share basic and diluted are equal in all periods presented. | |
Recovered_Sheet3
Note 2:summary of Significant Accounting Policies: Comprehensive Income (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Policies | |
Comprehensive Income | Comprehensive Income |
Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive income (loss) requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company's comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of changes in operations. | |
Recovered_Sheet4
Note 2:summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Policies | ||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||
Effective July 1, 2009, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | ||||||||||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair market hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels based on the reliability of the inputs to determine the fair value: | ||||||||||
Level 1 –defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; | ||||||||||
Level 2 –defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | ||||||||||
Level 3 –defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||||||||||
The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items. | ||||||||||
Financial assets and liabilities measured at fair value on a recurring basis: | ||||||||||
FAIR VALUE | 30-Nov-14 | 30-Nov-13 | ||||||||
INPUT | CARRYING ESTIMATED | CARRYING ESTIMATED | ||||||||
LEVEL | AMOUNT | FAIR VALUE | AMOUNT | FAIR VALUE | ||||||
Derivative Liability | 3 | 310,270 | 310,270 | 90,297 | 90,297 | |||||
Total Financial Liabilities | $ 310,270 | $ 310,270 | $ 90,297 | $ 90,297 | ||||||
In management’s opinion, the fair value of convertible notes payable and advances payable approximates the carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. | ||||||||||
Note_7_Related_Party_Transacti1
Note 7: Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Tables/Schedules | ||||
Schedule of Related Party Transactions | ||||
November 30, | November 30, | |||
2014 | 2013 | |||
Tim DeHerrera | $ 715 | $ 250 | ||
Direct Capital | 35,578 | 1,343 | ||
$ 36,293 | $ 1,593 |
Note_8_Convertible_Notes_Payab1
Note 8: Convertible Notes Payable: Convertible Debt (Tables) | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Tables/Schedules | ||||
Convertible Debt | ||||
November 30, | November 30, | |||
2014 | 2013 | |||
Promissory Note #6 | 20,000 | 20,000 | ||
Promissory Note #7 | 20,000 | 20,000 | ||
Promissory Note #8 | 20,000 | 20,000 | ||
Promissory Note #10 | 30,000 | 30,000 | ||
Promissory Note #13 | 12,710 | 64,060 | ||
Promissory Note #15 | 88,000 | 88,000 | ||
Promissory Note #16 | 11,000 | 11,000 | ||
Promissory Note #17 | 11,000 | 11,000 | ||
Promissory Note #18 | 50,000 | 50,000 | ||
Promissory Note #19 | 11,000 | 11,000 | ||
Promissory Note #20 | 11,000 | 11,000 | ||
Promissory Note #21 | 16,000 | 16,000 | ||
Promissory Note #22 | 50,000 | 50,000 | ||
Promissory Note #23 | 16,000 | - | ||
Promissory Note #24 | 16,000 | - | ||
Promissory Note #25 | 16,000 | - | ||
Promissory Note #26 | 16,000 | - | ||
Promissory Note #27 | 16,000 | - | ||
Promissory Note #28 | 16,000 | - | ||
Promissory Note #29 | 48,000 | - | ||
Promissory Note #30 | 75,000 | - | ||
Promissory Note #31 | 220,486 | - | ||
$ 790,196 | $ 402,060 | |||
Debt discount | (234,649) | (101,250) | ||
Accrued interest | 83,746 | 13,074 | ||
Convertible Notes Payable | $ 639,293 | $ 313,884 |
Note_9_Derivative_Liabilities_
Note 9: Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Tables/Schedules | |||
Schedule of Derivative Liabilities at Fair Value | |||
November 30, | November 30, | ||
2014 | 2013 | ||
Balance, beginning of year | $ 90,297 | $ 58,200 | |
Initial recognition of derivative liability | 294,767 | 159,000 | |
Conversion of derivative instruments to Common Stock | (91,498) | (234,823) | |
Mark-to-Market adjustment to fair value | 16,704 | 107,920 | |
Balance, end of year | $ 310,270 | $ 90,297 |
Note_10_Asset_Retirement_Oblig1
Note 10: Asset Retirement Obligations: Schedule of Asset Retirement Obligations (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Tables/Schedules | |||
Schedule of Asset Retirement Obligations | |||
November 30, | November 30, | ||
2014 | 2013 | ||
Balance, beginning of year | $ 18,861 | $ 16,845 | |
Liabilities incurred | - | - | |
Accretion expense | 2,728 | 2,529 | |
Effect of foreign exchange | (2,066) | (513) | |
Balance, end of year | $ 19,523 | $ 18,861 |
Note_12_Income_Taxes_Schedule_
Note 12: Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Tables/Schedules | ||||
Schedule of Components of Income Tax Expense (Benefit) | ||||
November 30, | ||||
2014 | 2013 | |||
Operating loss for the year ended November 30 | $ (1,033,400) | $ (898,106) | ||
Average statutory tax rate | 34% | 34% | ||
Expected income tax provisions | $ (351,356) | $ (305,356) | ||
Unrecognized tax loses | (351,356) | (305,356) | ||
Income tax expense | $ - | $ - |
Note_8_Convertible_Notes_Payab2
Note 8: Convertible Notes Payable: Convertible Debt (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Details | ||
Promissory Note #6 | $20,000 | $20,000 |
Promissory Note #7 | 20,000 | 20,000 |
Promissory Note #8 | 20,000 | 20,000 |
Promissory Note #10 | 30,000 | 30,000 |
Promissory Note #13 | 12,710 | 64,060 |
Promissory Note #15 | 88,000 | 88,000 |
Promissory Note #16 | 11,000 | 11,000 |
Promissory Note #17 | 11,000 | 11,000 |
Promissory Note #18 | 50,000 | 50,000 |
Promissory Note #19 | 11,000 | 11,000 |
Promissory Note #20 | 11,000 | 11,000 |
Promissory Note #21 | 16,000 | 16,000 |
Promissory Note #22 | 50,000 | 50,000 |
Promissory Note #23 | 16,000 | |
Promissory Note #24 | 16,000 | |
Promissory Note #25 | 16,000 | |
Promissory Note #26 | 16,000 | |
Promissory Note #27 | 16,000 | |
Promissory Note #28 | 16,000 | |
Promissory Note #29 | 48,000 | |
Promissory Note #30 | 75,000 | |
Promissory Note #31 | 220,486 | |
Debt discount | -234,649 | -101,250 |
Accrued interest | 83,746 | 13,074 |
Convertible Notes Payable | $639,293 | $313,884 |
Note_9_Derivative_Liabilities_1
Note 9: Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Details | ||
Balance, beginning of year | $90,297 | $58,200 |
Initial recognition of derivative liability | 294,767 | 159,000 |
Conversion of derivative instruments to Common Stock | -91,498 | -234,823 |
Mark-to-Market adjustment to fair value | 16,704 | 107,920 |
Balance, end of year | $310,270 | $90,297 |