Cover
Cover | 3 Months Ended |
Feb. 28, 2013 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Feb. 28, 2013 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2013 |
Current Fiscal Year End Date | --11-30 |
Entity File Number | 000-54491 |
Entity Registrant Name | BUILDABLOCK CORP. |
Entity Central Index Key | 0001345865 |
Entity Tax Identification Number | 22-3914075 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 382 NE 191 st Street |
Entity Address, Address Line Two | #83251 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33179-3899 |
City Area Code | (855) |
Local Phone Number | 946-5255 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 23,937,979 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2013 | Nov. 30, 2012 |
CURRENT ASSETS | ||
Cash | $ 196,960 | $ 362,007 |
Current assets held under discontinued operations | ||
Total Current Assets | 196,960 | 362,007 |
OTHER ASSETS | ||
Intellectual property | 10,000 | 10,000 |
Total other assets | 10,000 | 10,000 |
Total Assets | 206,960 | 372,007 |
CURRENT LIABILITIES | ||
Cash overdraft | 180,121 | 69,083 |
Accounts payable | 60,380 | 60,380 |
Accrued expenses | 2,500 | 2,500 |
Current liabilities held under discontinued operations | ||
Total Current Liabilities | 243,001 | 131,963 |
Total Liabilities | 243,001 | 131,963 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, par value $0.00001, 100,000,000 shares authorized, 23,937,979 and 23,937,979 shares issued and outstanding at February 28, 2013, and November 30, 2012, respectively | 239 | 239 |
Additional paid-in capital | 2,357,129 | 2,357,129 |
Additional paid-in capital - options and warrants | 1,075,539 | 1,075,539 |
Subscription receivable | (76,927) | (76,927) |
Accumulated deficit | (1,884,979) | (1,884,979) |
Deficit accumulated during the development stage | (1,318,000) | (1,042,104) |
Accumulated other comprehensive income (loss) | (189,042) | (188,853) |
Total Stockholders’ Equity (Deficit) | (36,041) | 240,044 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 206,960 | $ 372,007 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 28, 2013 | Nov. 30, 2012 | Mar. 07, 2012 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 23,937,979 | 23,937,979 | |
Common stock, shares outstanding | 23,937,979 | 23,937,979 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 10 Months Ended | |
Feb. 28, 2013 | Feb. 28, 2012 | Feb. 28, 2013 | |
Income Statement [Abstract] | |||
REVENUE | $ 6,431 | ||
COSTS AND EXPENSES | |||
Cost of sales | 5,562 | ||
Depreciation and amortization | |||
Research and development | 75,700 | 333,268 | |
Administrative expenses | 200,196 | 155,371 | 984,732 |
Total costs and expenses | 275,896 | 160,933 | 1,318,000 |
OPERATING LOSS | (275,896) | (154,502) | (1,318,000) |
NON-OPERATING INCOME (EXPENSE) | |||
Interest expense | (35,361) | ||
Total Non-Operating Expense | (35,361) | ||
NET LOSS FROM CONTINUING OPERATIONS | (275,896) | (189,863) | (1,318,000) |
DISCONTINUED OPERATIONS | |||
Gain (loss) on disposal of subsidiary | |||
Gain (loss) from discontinued operations | |||
NET GAIN FROM DISCONTINUED OPERATIONS | |||
NET INCOME (LOSS) | $ (275,896) | $ (189,863) | $ (1,318,000) |
NET INCOME PER COMMON SHARE (BASIC) | |||
From continuing operations | $ (0.01) | $ (0.02) | |
From discontinued operations | $ (0.01) | $ (0.02) | |
Weighted average shares outstanding (BASIC) | 23,982,979 | 8,607,965 | |
NET INCOME PER COMMON SHARE (DILUTED) | |||
From continuing operations | $ (0.01) | $ (0.02) | |
From discontinued operations | $ (0.01) | $ (0.02) | |
Weighted average shares outstanding (BASIC) | 23,982,979 | 8,607,965 | |
OTHER COMPREHENSIVE LOSS - CONTINUING OPERATIONS | |||
Comprehensive loss - beginning of period | $ (188,853) | $ (189,863) | |
Cumulative translation adjustments | (189) | (66,638) | |
Comprehensive loss - end of period | $ (189,042) | $ (256,501) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 10 Months Ended | |
Feb. 28, 2013 | Feb. 28, 2012 | Feb. 28, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS: | |||
Net income (loss) | $ (275,896) | $ (189,863) | $ (1,318,000) |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | |||
Depreciation and amortization | |||
Stock based compensation and shares issued for services | 192,476 | ||
Contributed expenses by management | 30,645 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | |||
Prepaid expenses and other current assets | |||
Accounts payable and accrued expenses | 111,038 | 99,912 | 224,968 |
Net cash used for operating activities | (164,858) | 133,170 | (1,093,032) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Increase (decrease) in cash overdraft | (102) | (196,569) | |
Cash received for common stock | 1,486,750 | 1,486,750 | |
Loan payable to shareholders | |||
Net cash provided by financing activities | 1,486,648 | 1,290,181 | |
DISCONTINUED OPERATIONS | |||
Operating activities | (40,765) | ||
Investing activities | |||
Financing activities | 23 | ||
Total Discontinued Operations | (40,742) | ||
EFFECT OF EXCHANGE RATE ON CASH | (189) | 3,927 | (189) |
INCREASE (DECREASE) IN CASH | (165,047) | 90,527 | 196,960 |
CASH, BEGINNING OF YEAR | 362,007 | ||
CASH, END OF PERIOD | 196,960 | 1,583,003 | 196,960 |
SUPPLEMENT AL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | |||
NONCASH OPERATING AND FINANCING ACTIVITIES: | |||
Conversion of notes payable - related parties for equity | |||
Common shares issued for intellectual property | $ 10,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Feb. 28, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented. Buildablock Corp. (the “Company”) formerly HIPSO Multimedia, Inc., a Florida corporation, was incorporated in April 2005. As described in Note 7, the Company entered into an Asset Purchase Agreement on November 30, 2011 providing for the acquisition of intellectual property rights comprised of an Internet and mobile service platform whose purpose is to empower or capitalize on the growth of the neighborhood, local economy (the “Buildablock Assets”). The Buildablock Assets are in the development stage. In addition to Buildablock’s social networking library, the service is enriched by its new “DealWink” engine, a new e-commerce platform that combines the power of group buying, couponing, and price aggregation, among other things, to drive both value to its customers and opportunity to the retailer. Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $ 0.00001 1:8 8,755,484 50 10,000 On June 5, 2012, the Company formed a Canadian subsidiary, Buildablock Canada Inc. (“Buildablock Canada”). Since inception, Buildablock Canada has had little activity. The Company anticipates that Buildablock Canada will engage in research and development activities. Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification. BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED) Going Concern With the disposition of Valtech, the Company commenced operating in the development stage as it develops its purchased intellectual property. The Company has no revenues and nominal assets other than cash which was raised during May 2012 as part of a private placement. New management has had some preliminary discussions regarding further capitalization of the Company. These plans include the raising of capital through the equity markets to fund future operations and generating adequate revenues for the new business of the Company. Even if the Company raises sufficient capital to support its operating expenses and generates revenues, there can be no assurance that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Feb. 28, 2013 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Development Stage Company The Company is considered to be in the development stage as defined in ASC 915 . Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents. BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Comprehensive Income The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the loans payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings. Currency Translation For subsidiaries outside the United States that prepare financial statements in currencies other than the U.S. dollar, the Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations. Revenue Recognition Through April 30, 2012, the Company through Valtech received revenue from subscribers to its triple play network in which it provided digital TV, voice over internet protocol (VoIP), and high speed internet access, all via fiber optic cable. The Company billed its subscribers on a monthly basis and recognized the monthly revenue based upon the specific plan selected by the subscriber. The Company additionally provided contracted services to wire commercial buildings with fiber optic cable in order to provide for similar services. Valtech was sold on April 30, 2012. For reporting periods ended after April 30, 2012, revenues for Valtech are reported net of operating expenses as gain or loss from discontinued operations. Buildablock is a development stage company and has not yet recorded any revenues. Buildablock plans to recognize revenue from sales when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. The Company plans to record as revenue the net amount it retains from the sale of products, excluding any applicable taxes, after remitting the payment to the merchant minus the transaction fees. Revenue will be recorded on a net basis because the Company plans to act as an agent of the merchant in the transaction. The Company plans that the merchant will be the primary obligor in these transactions, will be subject to inventory risk, and will have latitude in establishing prices. The Company plans to perform a service by acting as the agent of the merchant which will be responsible for fulfillment, and therefore revenue is planned to be recorded on a net basis. Accounts Receivable The Company conducts business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral. BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivable Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The Company has no allowance for doubtful accounts as of August 31, 2012. Accounts receivable are generally due within 30 days and collateral is not required. Unbilled accounts receivable represents amounts due from customers for which billing statements have not been generated and sent to the customers. Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. Advertising Costs The Company expenses the costs associated with advertising as incurred. Advertising expenses for the nine months ended February 28, 2013 and 2012 are included in administrative expenses in the consolidated statements of operations. Fixed Assets Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets; office and computer equipment – 5 years When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments. Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. Income (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. All shares are reflected post 1:8 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income (Loss) Per Share of Common Stock The following is a reconciliation of the computation for basic and diluted EPS: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES February 28, February 28, 2013 2012 Net income (loss) $ (275,896 ) $ (189,863 ) Weighted-average common shares Outstanding (Basic) 23,982,979 8,607,965 Stock-Based Compensation In 2006, the Company adopted the provisions of ASC 718-10 “Share Based Payments” The Company has elected to use the modified–prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. As of February 28, 2013, the Company operates in only one BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Uncertainty in Income Taxes The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of February 28, 2013, no additional accrual for income taxes other than the federal and state provisions is considered necessary. Fair Value Measurements In September 2006, the FASB issued ASC 820, Fair Value Measurements In February 2007, the FASB issued ASC 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10 Recent Accounting Pronouncements In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position. In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Feb. 28, 2013 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3 – FIXED ASSETS Fixed assets as of November 30, 2012 and 2011, are reflected in assets held under discontinued operations. There was $ 0 4,997 |
DEFERRED COSTS
DEFERRED COSTS | 3 Months Ended |
Feb. 28, 2013 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED COSTS | NOTE 4 – DEFERRED COSTS Deferred costs as of November 30,2012 and 2011, are reflected in assets held under discontinued operations. There was $ 0 71,100 |
RELATED PARTY LOANS
RELATED PARTY LOANS | 3 Months Ended |
Feb. 28, 2013 | |
Related Party Transactions [Abstract] | |
RELATED PARTY LOANS | NOTE 5 – RELATED PARTY LOANS In April 2012, the related party loans with the four principal shareholders of the Company were assumed by Valtech, upon the sale back to Valtech along with the accrued interest on those loans. Currently there is a $ 0 1,928,319 10 150,000 35,361 97,401 329,395 0 |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Feb. 28, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6 – COMMITMENTS Office Space The Company occupies approximately 2,500 square feet Service Agreement In July 2009, the Company’s subsidiary, Valtech Communications, Inc. entered into a written agreement with Groupe Canvar Inc. (a related party through common ownership). The agreement provides for Groupe Canvar, Inc. to provide brochures, price lists, contact information and other literature relating to Valtech Communications, Inc. services to the tenants leasing the apartments or office space in the buildings owned by Groupe Canvar, Inc. In addition, the agreement provides for Valtech Communications, Inc. to install wiring in new and refurbished buildings owned by Groupe Canvar, Inc. to their server for these services. All pricing is at the same terms as those for Valtech Communications, Inc. other customers. The agreement was to expire July 2010, and was extended for another two years through July 2012. This agreement will remain with Valtech in connection with the sale of Valtech in April 2012 (see Note 12). Financing Agreement On June 15, 2010, the Company entered into an Engagement Agreement with DME Securities LLC (“DME”) to raise $ 10,000,000 10 On August 18, 2010, the Company executed an equity financing commitment of up to $ 5,000,000 3 year 95 On October 12, 2010, the Company entered into an agreement with Notre-Dame Capital Inc. to raise $ 15,000,000 50,000 8 2.00 2.40 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 6 – COMMITMENTS Financing Agreement In connection with the financing, Notre-Dame Capital Inc. would receive a cash fee equal to 8 4 375,000 Investor Relation/Public Relation Agreements The Company entered into an agreement with Complete Advisory Partners on April 12, 2011 to provide public relation services. The agreement is for a term of one year but the Company can terminate the services every 90 days 50,000 50,000 The Company entered into an Investor Relations Agreement with CCG Investor Relations effective July 1, 2012. The Agreement is for a term of 1 year. Consideration for the services that CCG Investor Relations will provide is in the form of 20,000 Distribution Agreement On April 11, 2011, the Company signed a long-term distribution agreement with Level Vision Electronics Ltd (“Level”). The five (5) year renewable distribution agreement with Level includes the distribution in North America of its 3-D Television screens technology, including High Definition, LCD screens and computer monitors for commercial applications. The Company was to deploy and bring to market a unique new multimedia solution to enhance the advertising market. This agreement will remain with Valtech in connection with the sale of Valtech in April 2012 (see Note 12). |
ACQUISITION - BUILDABLOCK
ACQUISITION - BUILDABLOCK | 3 Months Ended |
Feb. 28, 2013 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION - BUILDABLOCK | NOTE 7 – ACQUISITION - BUILDABLOCK On November 30, 2011, the Company, entered into an Asset Purchase Agreement (the “Agreement”) with 3324109 Canada Inc., a Canadian corporation owned by Gary Oberman (“GaryCo”) and 8040397 Canada Inc., a Canadian corporation, owned by Bartek Bulzak (“BulzakCo”), collectively, the “Sellers”, providing for the acquisition by the Company of the Buildablock Assets. The Sellers have conducted no other business other than the development of this platform. The intellectual property was funded 100% by the respective owners of the Sellers personally. The Agreement provides for the issuance of 4,377,742 8,755,484 50 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Feb. 28, 2013 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Common Stock As of November 30, 2012, the Company has 100,000,000 .00001 The Company has 23,937,979 During the quarter ended November 30, 2012, the Company issued no BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 8 – STOCKHOLDERS’ DEFICIT Common Stock During the year ended November 30, 2012, the Company issued: The Company issued 8,755,484 10,000 480,000 36,500 83,500 5,947,000 5,947,000 1,486,750 The Company issued 195,750 75,460 0.24 0.48 The Company occupied office space owned by a principal shareholder, and recorded $ 10,215 There was an adjustment made for back rent in the amount of $ 20,430 The Company occupied office space owned by a principal shareholder, and recorded $ 10,215 The Company issued 50,000 12,500 5,000 The Company occupied office space owned by a principal shareholder, and recorded $ 10,215 The Company issued 366,250 124,700 199,700 The Company occupied office space owned by a principal shareholder, and recorded $ 10,215 The Company issued 38,125 122,000 The Company also cancelled 75,000 0.48 The Company also incurred a $ 50,000 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED) Common Stock During the quarter ended February 28, 2011, the Company occupied office space owned by a principal shareholder, and recorded $ 10,215 Stock Options The Company accounts for stock-based compensation using the fair value method. The fair value method requires the cost of employee services received for awards of equity instruments, such as stock options and restricted stock, to be recorded at the fair value on the date of the grant. The value of restricted stock awards, based upon market prices, is amortized over the requisite service period. On July 6, 2012, the Board of Directors of the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares and performance share units to employees, consultants and non-employee directors of the Company and its subsidiaries. The Company has reserved 2,000,000 440,000 The estimated fair value of stock options and warrants on the grant date is amortized on a straight line basis over the requisite service period. During the nine months ended August 31, 2012 and 2011, stock based compensation was $ 33,516 0 In February 2010, the Company entered into a few option agreements for the issuance of options relating to various consulting agreements. The Company is obligated to issue to consultants in one agreement 33,750 0.48 In another agreement entered into in February 2010, the Company is obligated to issue 75,000 0.48 36,000 On August 25, 2008 and October 30, 2008, the Company issued a total of 75,000 62,500 three 0.40 1.44 1.12 The fair value of these options were determined to be the intrinsic value at the date of issuance, or $ 32,500 0.13 22,500 0.09 25,000 500,000 0.05 The Company has expensed the entire amount due to the uncertainty of the collectability of this amount. Of the 75,000 6,250 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 8 – STOCKHOLDERS’ DEFICIT Stock Options Warrants The Company entered into private placement agreements with various individuals through November 30, 2010 for the issuance of 339,282 339,282 314,282 3 1.60 145,512 1.25 0 185 The Company entered into private placement agreements with various individuals for the issuance of 5,947,000 5,947,000 1,486,750 August 31, 2013 0.50 896,510 0.75 – 0 235 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Feb. 28, 2013 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 9 – PROVISION FOR INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Feb. 28, 2013 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 – FAIR VALUE MEASUREMENTS On January 1, 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Feb. 28, 2013 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 11 – CONCENTRATION OF CREDIT RISK On August 31, 2011, $ 6,372 76 66 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 |
SALE OF VALTECH_DISPOSITION OF
SALE OF VALTECH/DISPOSITION OF SUBSIDIARY | 3 Months Ended |
Feb. 28, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SALE OF VALTECH/DISPOSITION OF SUBSIDIARY | NOTE 12 – SALE OF VALTECH/DISPOSITION OF SUBSIDIARY Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $ 0.00001 1:8 8,755,484 50 10,000 In addition on April 13, 2012, the Board of Directors approved the sale of Valtech back to some or all of the original shareholders of Valtech for $ 1.00 As a result of this sale, the Company on April 13, 2012, became a development stage company, as it continues the development of its social networking platform under the “Buildablock” name. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2013 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Development Stage Company | Development Stage Company The Company is considered to be in the development stage as defined in ASC 915 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents. BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Comprehensive Income | Comprehensive Income The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the loans payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings. |
Currency Translation | Currency Translation For subsidiaries outside the United States that prepare financial statements in currencies other than the U.S. dollar, the Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations. |
Revenue Recognition | Revenue Recognition Through April 30, 2012, the Company through Valtech received revenue from subscribers to its triple play network in which it provided digital TV, voice over internet protocol (VoIP), and high speed internet access, all via fiber optic cable. The Company billed its subscribers on a monthly basis and recognized the monthly revenue based upon the specific plan selected by the subscriber. The Company additionally provided contracted services to wire commercial buildings with fiber optic cable in order to provide for similar services. Valtech was sold on April 30, 2012. For reporting periods ended after April 30, 2012, revenues for Valtech are reported net of operating expenses as gain or loss from discontinued operations. Buildablock is a development stage company and has not yet recorded any revenues. Buildablock plans to recognize revenue from sales when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. The Company plans to record as revenue the net amount it retains from the sale of products, excluding any applicable taxes, after remitting the payment to the merchant minus the transaction fees. Revenue will be recorded on a net basis because the Company plans to act as an agent of the merchant in the transaction. The Company plans that the merchant will be the primary obligor in these transactions, will be subject to inventory risk, and will have latitude in establishing prices. The Company plans to perform a service by acting as the agent of the merchant which will be responsible for fulfillment, and therefore revenue is planned to be recorded on a net basis. |
Accounts Receivable | Accounts Receivable The Company conducts business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral. BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivable Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The Company has no allowance for doubtful accounts as of August 31, 2012. Accounts receivable are generally due within 30 days and collateral is not required. Unbilled accounts receivable represents amounts due from customers for which billing statements have not been generated and sent to the customers. |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. |
Advertising Costs | Advertising Costs The Company expenses the costs associated with advertising as incurred. Advertising expenses for the nine months ended February 28, 2013 and 2012 are included in administrative expenses in the consolidated statements of operations. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets; office and computer equipment – 5 years When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Income (Loss) Per Share of Common Stock | Income (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. All shares are reflected post 1:8 BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income (Loss) Per Share of Common Stock The following is a reconciliation of the computation for basic and diluted EPS: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES February 28, February 28, 2013 2012 Net income (loss) $ (275,896 ) $ (189,863 ) Weighted-average common shares Outstanding (Basic) 23,982,979 8,607,965 |
Stock-Based Compensation | Stock-Based Compensation In 2006, the Company adopted the provisions of ASC 718-10 “Share Based Payments” The Company has elected to use the modified–prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. As of February 28, 2013, the Company operates in only one BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Uncertainty in Income Taxes | Uncertainty in Income Taxes The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of February 28, 2013, no additional accrual for income taxes other than the federal and state provisions is considered necessary. |
Fair Value Measurements | Fair Value Measurements In September 2006, the FASB issued ASC 820, Fair Value Measurements In February 2007, the FASB issued ASC 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position. In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Feb. 28, 2013 | |
Accounting Policies [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES | The following is a reconciliation of the computation for basic and diluted EPS: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES February 28, February 28, 2013 2012 Net income (loss) $ (275,896 ) $ (189,863 ) Weighted-average common shares Outstanding (Basic) 23,982,979 8,607,965 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Mar. 07, 2012 | Feb. 28, 2013 | Nov. 30, 2012 | Nov. 30, 2011 |
Restructuring Cost and Reserve [Line Items] | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Reverse stock split | 1:8 | |||
Equity percentage | 50% | 50% | 50% | |
Business acquisitions, purchase price allocation | $ 10,000 | |||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business acquisition, equity interest issued or issuable, number of shares | 8,755,484 |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES (Details) - USD ($) | 3 Months Ended | 10 Months Ended | |
Feb. 28, 2013 | Feb. 28, 2012 | Feb. 28, 2013 | |
Accounting Policies [Abstract] | |||
Net income (loss) | $ (275,896) | $ (189,863) | $ (1,318,000) |
Weighted-average common shares Outstanding (Basic) | 23,982,979 | 8,607,965 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Segment | 3 Months Ended | |
Mar. 07, 2012 | Feb. 28, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Reverse stock split | 1:8 | |
Number of operating segments | 1 | |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2012 | Nov. 30, 2011 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 4,997 |
DEFERRED COSTS (Details Narrati
DEFERRED COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2012 | Nov. 30, 2011 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization expense | $ 0 | $ 71,100 |
RELATED PARTY LOANS (Details Na
RELATED PARTY LOANS (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Apr. 30, 2012 CAD ($) | Aug. 31, 2012 USD ($) | Aug. 31, 2011 USD ($) | Feb. 28, 2013 USD ($) | Apr. 30, 2012 USD ($) | Mar. 31, 2012 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Accrued interest | $ 1,928,319 | |||||
Related party transaction, rate | 10% | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | $ 0 | $ 0 | $ 329,395 | |||
Interest expense | $ 35,361 | $ 97,401 | ||||
Related Party [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 150,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 3 Months Ended | |||||||
Jul. 01, 2012 shares | Aug. 18, 2010 USD ($) | Feb. 01, 2008 ft² | Feb. 28, 2013 shares | May 31, 2013 | May 13, 2013 shares | Oct. 12, 2010 USD ($) $ / shares | Jun. 15, 2010 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Occupied office space | ft² | 2,500 | |||||||
Debt (equity) financing commitment, term | 3 years | |||||||
Percentage of debt equity financing commitment purchase price | 95% | |||||||
Debt (equity) financing agreement, best effort basis fund raising value | $ | $ 15,000,000 | |||||||
Debt instrument, face amount | $ | $ 50,000 | |||||||
Debt instrument, interest rate, effective percentage | 8% | |||||||
Debt instrument, convertible, conversion price, within two years from date of issuance | $ / shares | $ 2 | |||||||
Debt instrument, convertible, conversion price, after two years from date of issuance till maturity | $ / shares | $ 2.40 | |||||||
Cash fee receivable, percentage on gross proceeds raised | 8% | |||||||
Cash fee receivable, percentage on warrants of raised fund | 4% | |||||||
Ownshare shares issued | shares | 375,000 | |||||||
Renewable investor public relation agreement termination term | 90 days | |||||||
Stock issued during period, shares, issued for services (in shares) | shares | 50,000 | |||||||
Stock options issued per month by investor relations | shares | 20,000 | |||||||
Engagement Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt or equity financing | $ | $ 5,000,000 | $ 10,000,000 | ||||||
Underwriter's fees percentage | 10% |
ACQUISITION - BUILDABLOCK (Deta
ACQUISITION - BUILDABLOCK (Details Narrative) - shares | Nov. 30, 2011 | Feb. 28, 2013 | Mar. 07, 2012 |
Business Acquisition [Line Items] | |||
Equity percentage | 50% | 50% | 50% |
Gary Co [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition equity interests issued | 4,377,742 | ||
Bulzak Co [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition equity interests issued | 8,755,484 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Aug. 31, 2010 | Oct. 30, 2008 | Aug. 25, 2008 | May 31, 2012 | Nov. 30, 2010 | Feb. 28, 2010 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | Feb. 28, 2012 | Feb. 28, 2011 | Aug. 31, 2012 | Aug. 31, 2011 | Feb. 28, 2013 | Nov. 30, 2012 | Jul. 06, 2012 | Mar. 07, 2012 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||
Common stock, shares, issued | 23,937,979 | 23,937,979 | 23,937,979 | 23,937,979 | |||||||||||||
Common stock, shares, outstanding | 23,937,979 | 23,937,979 | 23,937,979 | 23,937,979 | |||||||||||||
Stock issued during period, shares, new issues | 0 | ||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | ||||||||||||||||
Share price | $ 1.12 | $ 1.44 | |||||||||||||||
Rent expense | $ 10,215 | $ 10,215 | |||||||||||||||
Adjustment for back rent | $ 20,430 | ||||||||||||||||
Stock redeemed or called during period, shares | 75,000 | ||||||||||||||||
Share price | $ 0.48 | $ 0.48 | |||||||||||||||
Issued for subscriptions | $ 50,000 | ||||||||||||||||
Share based compensation weighted average exercise price | $ 0.05 | ||||||||||||||||
Fair value of stock options | $ 10,000 | ||||||||||||||||
Intrinsic value | $ 22,500 | $ 32,500 | |||||||||||||||
Share issued Intrinsic value per share | $ 0.09 | $ 0.13 | |||||||||||||||
Share-based payment award options non-vested value | $ 25,000 | $ 25,000 | |||||||||||||||
Share-based payment award options nonvested number of shares | 500,000 | 500,000 | |||||||||||||||
Stock options, shares | 75,000 | ||||||||||||||||
Remained unexercised, shares | 6,250 | ||||||||||||||||
Two Consultants [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 75,000 | 75,000 | |||||||||||||||
Consultant Two [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Vested upon issuance | 62,500 | 62,500 | |||||||||||||||
Share based compensation weighted average exercise price | $ 0.40 | $ 0.40 | |||||||||||||||
Sharebasedcompensationarrangementbysharebasedpaymentawardawardvestingperiod,years | 3 years | 3 years | |||||||||||||||
Option Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Vested upon issuance | 33,750 | ||||||||||||||||
Share based compensation weighted average exercise price | $ 0.48 | ||||||||||||||||
Option Agreement One [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Vested upon issuance | 75,000 | ||||||||||||||||
Share based compensation weighted average exercise price | $ 0.48 | ||||||||||||||||
Fair value of stock options | $ 36,000 | ||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ 33,516 | $ 0 | |||||||||||||||
2012 Equity Incentive Plan [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares reserved for issuance | 2,000,000 | ||||||||||||||||
2012 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 440,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, value, issued for services | $ 75,460 | ||||||||||||||||
Stock issued during period, shares, issued for services | 195,750 | ||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 38,125 | ||||||||||||||||
Stock issued during period, value, conversion of convertible securities | $ 122,000 | ||||||||||||||||
Common Stock [Member] | Private Placement Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 5,947,000 | 339,282 | |||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | 0.24 | $ 0.24 | |||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | $ 0.48 | $ 0.48 | |||||||||||||||
Common Stock One [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 50,000 | ||||||||||||||||
Stock issued during period, value, issued for services | $ 5,000 | ||||||||||||||||
Stock issued during period, shares, issued for services | 12,500 | ||||||||||||||||
Common Stock Two [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 366,250 | ||||||||||||||||
Stock issued during period, value, issued for services | $ 199,700 | ||||||||||||||||
Stock issued during period, value, new issues | $ 124,700 | ||||||||||||||||
Warrant [Member] | Private Placement Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 5,947,000 | 339,282 | |||||||||||||||
Proceeds from issuance of warrants | $ 1,486,750 | $ 314,282 | |||||||||||||||
Warrants expire term | 3 years | ||||||||||||||||
Class of warrant exercise price | $ 0.50 | $ 1.60 | |||||||||||||||
Adjustments to additional paid in capital, warrant issued | $ 896,510 | $ 145,512 | |||||||||||||||
Risk free interest rate | 0.75% | 1.25% | |||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||
Volatility percentage | 235% | 185% | |||||||||||||||
Warrants expire term | Aug. 31, 2013 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues | 5,947,000 | ||||||||||||||||
Stock issued during period, value, new issues | $ 1,486,750 | ||||||||||||||||
Buildablock Assets [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, acquisitions | 8,755,484 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ 10,000 | ||||||||||||||||
Common stock to settle accounts payable | 480,000 | ||||||||||||||||
Accounts payable | $ 36,500 | ||||||||||||||||
Stock issued during period, value, issued for services | $ 83,500 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended |
Aug. 31, 2011 USD ($) | |
Accounts Receivable [Member] | Three Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration risk | $ 6,372 |
Concentration risk, percentage | 76% |
Revenue Benchmark [Member] | One Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 66% |
SALE OF VALTECH_DISPOSITION O_2
SALE OF VALTECH/DISPOSITION OF SUBSIDIARY (Details Narrative) - USD ($) | Mar. 07, 2012 | Mar. 07, 2012 | Feb. 28, 2013 | Nov. 30, 2012 | Apr. 13, 2012 | Nov. 30, 2011 | Oct. 30, 2008 | Aug. 25, 2008 |
Restructuring Cost and Reserve [Line Items] | ||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Reverse stock split | 1:8 | |||||||
Equity percentage | 50% | 50% | 50% | 50% | ||||
Assets net | $ 10,000 | $ 10,000 | ||||||
Shares issued, price per share | $ 1.12 | $ 1.44 | ||||||
Valtech [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Shares issued, price per share | $ 1 | |||||||
Shares CommonStock [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Shares issued | 8,755,484 |