Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Jan. 30, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | PEPTIDE TECHNOLOGIES, INC. | |
Entity Central Index Key | 1357878 | |
Document Type | 10-K | |
Document Period End Date | 30-Nov-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $0 | |
Entity Common Stock, Shares Outstanding | 156,412,660 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $1,319 | $157 |
Intangible assets and intellectual property | 45,000 | |
Website | 2,500 | 5,833 |
TOTAL ASSETS | 3,819 | 50,990 |
Accounts payable and accrued liabilities | 688,804 | 1,662,272 |
Notes payable - related parties | 110,410 | 88,850 |
Total liabilities | 799,214 | 1,751,122 |
Capital stock: 675,000,000 common shares, par value $0.001, Issued and outstanding: 30 November 2014 - 156,412,660 common shares, 30 November 2013 - 151,123,000 common shares | 156,413 | 151,123 |
Additional paid-in capital | 187,899 | 148,279 |
Accumulated deficit | -105,837 | -105,837 |
Accumulated deficit during development stage | -1,033,870 | -1,893,697 |
Total Stockholders' Deficiency | -795,395 | -1,700,132 |
Total stockholders' deficiency and liabilities | $3,819 | $50,990 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | Jul. 28, 2014 | Jul. 15, 2014 | Apr. 03, 2014 | Mar. 11, 2014 | Mar. 03, 2014 | Dec. 05, 2013 | Nov. 30, 2013 | Jul. 18, 2013 | Apr. 26, 2013 | Apr. 10, 2013 | Aug. 10, 2010 |
Statement of Financial Position [Abstract] | ||||||||||||
Common Shares, authorized | 675,000,000 | 675,000,000 | 75,000,000 | |||||||||
Common Shares, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||
Common Shares, issued | 156,412,660 | 5,250,000 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 151,123,000 | 25,000 | 2,000,000 | 20,000 | |
Common Shares, outstanding | 156,412,660 | 151,123,000 |
Consolidated_Statements_Of_Los
Consolidated Statements Of Loss And Comprehensive Loss (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Expenses | |||
Consulting | $302,000 | $552,975 | |
Salaries and bonus | 364,568 | 623,084 | 1,434,652 |
General and administration | 24,964 | 30,350 | 77,989 |
Professional fees | 68,321 | 38,170 | 220,064 |
Supplies and materials | 9,903 | 1,102 | 70,135 |
Net loss before other items | -467,756 | -994,706 | -2,355,815 |
Other Items | |||
Gain on sale of technology | 9,239 | 9,239 | |
Forgiveness of debt | 1,361,000 | 1,361,000 | |
Foreign exchange gain | 5,900 | 3,608 | 8,014 |
Write down of intangible asset | -45,000 | -45,000 | |
Interest expense | -3,556 | -4,378 | -11,308 |
Net income (loss) for the period | 859,827 | -995,476 | -1,033,870 |
Other comprehensive income (loss) | |||
Foreign currency translation adjustment | -333 | ||
Total comprehensive income (loss) for the period | $859,827 | ($995,476) | ($1,034,203) |
Basic and diluted comprehensive income (loss) per common share | $0.01 | ($0.01) | |
Weighted average number of shares outstanding | 152,950,241 | 150,294,589 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
OPERATING ACTIVITIES | |||
Net income (loss) for the period | $859,827 | ($995,476) | ($1,033,870) |
Adjustments to reconcile net income (loss) to cash used by operating activities | |||
Accrued interest | 3,556 | 4,378 | 11,308 |
Amortization | 3,333 | 3,334 | 7,500 |
Foreign exchange gain | -5,900 | -3,608 | -8,014 |
Forgiveness of debt | -1,361,000 | -1,361,000 | |
Non-cash consulting expense | 2,000 | 2,000 | |
Share-based payment | 5,250 | 13,250 | |
Write down of intangible assets and intellectual property | 45,000 | 45,000 | |
Gain on sale of technology | -9,239 | -9,239 | |
Changes in operating assets and liabilities | |||
Decrease in prepaid expenses | 3,494 | 2,710 | |
Increase in trades payable and accrued liabilities | 387,532 | 931,555 | 2,049,054 |
Cash used in operating activities | -71,641 | -54,323 | -281,301 |
INVESTING ACTIVITIES | |||
Purchase of website | -10,000 | ||
Cash used in investing activities | -10,000 | ||
FINANCING ACTIVITIES | |||
Proceeds from issuance of common shares, net of share issuance costs | 39,660 | 43,000 | 160,774 |
Increase in notes payable - related parties | 23,904 | 3,700 | 91,116 |
Gain on sale of technology | 9,239 | 9,239 | |
Contribution by related party | 27,288 | ||
Cash from financing activities | 72,803 | 46,700 | 288,417 |
Effect of foreign exchange rate changes on cash | -333 | ||
Increase (decrease) in cash and cash equivalents | 7,780 | -7,623 | -3,217 |
Cash and cash equivalents, beginning of period | 157 | 7,780 | 4,536 |
Cash and cash equivalents, end of period | $1,319 | $157 | $1,319 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Deficiency (Unaudited) (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Beginning Balance | ($1,700,132) | ($749,656) | |
Balance (Shares) | 151,123,000 | ||
Shares issued for Cash, net of share issuance costs | 39,660 | 43,000 | |
Shares issued for Contractor services | 5,250 | 2,000 | |
Net Profit (Loss) | 859,827 | -995,476 | -1,033,870 |
Ending Balance | -795,395 | -1,700,132 | -795,395 |
Ending Balance (Shares) | 156,412,660 | 151,123,000 | 156,412,660 |
Common Stock | |||
Beginning Balance | 151,123 | 149,078 | |
Balance (Shares) | 151,123,000 | 149,078,000 | |
Shares issued for Cash, net of share issuance costs | 40 | 45 | |
Shares issued for Cash, net of share issuance costs (Shares) | 39,660 | 45,000 | |
Shares issued for Contractor services | 5,250 | 2,000 | |
Shares issued for Contractor services (Shares) | 5,250,000 | 2,000,000 | |
Net Profit (Loss) | |||
Ending Balance | 156,413 | 151,123 | 156,413 |
Ending Balance (Shares) | 156,412,660 | 151,123,000 | 156,412,660 |
Additional Paid-In Capital | |||
Beginning Balance | 148,279 | 105,324 | |
Shares issued for Cash, net of share issuance costs | 39,620 | 42,955 | |
Shares issued for Contractor services | |||
Net Profit (Loss) | |||
Ending Balance | 187,899 | 148,279 | 187,899 |
Accumulated Deficit | |||
Beginning Balance | -105,837 | -105,837 | |
Shares issued for Cash, net of share issuance costs | |||
Shares issued for Contractor services | |||
Net Profit (Loss) | |||
Ending Balance | -105,837 | -105,837 | -105,837 |
Accumulated Deficit During Development Stage | |||
Beginning Balance | -1,893,698 | -898,221 | |
Shares issued for Cash, net of share issuance costs | |||
Shares issued for Contractor services | |||
Net Profit (Loss) | 859,827 | -995,477 | |
Ending Balance | ($1,033,870) | ($1,893,698) | ($1,033,870) |
Nature_And_Continuance_Of_Oper
Nature And Continuance Of Operations | 12 Months Ended | ||
Nov. 30, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature And Continuance Of Operations | 1 | NATURE AND CONTINUENCE OF OPERATIONS | |
1.1 | Organization | ||
Peptide Technologies, Inc. (the “Company”) was incorporated in the State of Nevada, United States of America, on 18 November 2005. On 29 July 2010, the Company’s name was changed from Online Originals, Inc. to CREEnergy Corporation. Effective 12 October 2011, the Company’s name was changed from CREEnergy Corporation to Peptide Technologies, Inc. The Company’s year-end is 30 November. | |||
On 5 August 2013, the Company incorporated Pept Peptide Technologies Inc. (“Pept Peptide”), a wholly-owned subsidiary, under the laws of British Columbia, Canada. Pept Peptide currently does not have any transactions from the date of incorporation on 5 August 2013 to 30 November 2014. | |||
1.2 | Nature of Operations and Change in Business | ||
Upon inception on 18 November 2005, the Company’s business plan was to develop a membership-based website art gallery and auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on 30 November 2009. Management realized that the results of operations from the sale of artwork lacked luster and decided to change the Company’s business focus and plan for other strategic opportunities. Effective 26 June 2010, the Company became a development stage company focusing on a new business. | |||
On 23 August 2011, the Company entered into an agreement (the “Asset Purchase Agreement”) in which the Company, in exchange for 75,000,000 shares of the Company’s restricted common stock, received all rights and title to proprietary technologies and formulas involving the application of specialty Peptides. The Company has changed its business focus to the manufacturing and distribution of natural peptide solutions to combat the economic burden of bio-fouling. On 14 December 2011, the Company amended the Asset Purchase Agreement. As a result of the amendment, the purchase price of the assets was reduced from 75,000,000 shares to 45,000,000 shares, and 30,000,000 shares were returned to treasury. | |||
On 1 May 2014, the Company entered into an agreement whereby the Asset Purchase Agreement and the Amended Asset Purchase Agreement were deemed null and void and the platforms were returned to the original vendor (Note 7). | |||
The Company’s business activities are to focus on the development of all-natural, sustainable solutions to the increasing problem of bio-fouling and the development of safe “green” organic-based anti-fouling products used to combat the rapidly growing problems caused by the attachment of hard fouling agents in marine and freshwater environments. This approach emphasizes minimizing the attachment of hard fouling agents (mussels, barnacles, etc.) and preventing the build-up of any bio-film layer as well. | |||
The Company has developed a non-commercialized, incomplete, re-formulated anti-fouling coating formula which has been sold. The Company business is to realize a 3% royalty of all gross sales and revenue derived from the formula (Note 7). | |||
1.3 | Basis of Going Concern | ||
The accompanying consolidated financial statements as at 30 November 2014 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has had a net income of $859,827 for the year ended 30 November 2014 (30 November 2013 – net loss of $995,476; cumulative – net loss of $1,033,870) and has a working capital deficit of $797,895 at 30 November 2014 (30 November 2013 - $1,750,965). | |||
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended 30 November 2015. However, if the Company is unable to raise additional capital in the near future or meet financing requirements, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |||
Although management is actively seeking to add new products and/or services in order to show profitability, and is seeking additional sources of equity or debt financing, there is no assurance that these activities will be successful. The Company has not yet been able to find products and services that would contribute to their business due to the continued economic condition. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |||
1.4 | Basis of Presentation | ||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for a development stage company for financial information and are expressed in U.S. dollars. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Significant Accounting Policies | 2 | SIGNIFICANT ACCOUNTING POLICIES | |
This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of management who is responsible for their integrity and objectivity. These accounting policies have been consistently applied in the preparation of the consolidated financial statements. | |||
2.1 Principles of Consolidation | |||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||
2.2 Organizational and Start-up Costs | |||
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”. | |||
2.3 Development-Stage Company | |||
During the year ended 30 November 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |||
2.4 Cash and Cash Equivalents | |||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. | |||
2.5 Website | |||
In accordance with ASC 350-50, “Website Development Costs”, expenditures during the planning and operating stages of the Company’s website are expensed as incurred. Expenditures incurred during the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3 years. | |||
2.6 Intangible Assets | |||
Intangible assets include the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization. The useful life of the intangible asset is reassessed at each reporting period. | |||
2.7 Impairment of Long-Lived Assets | |||
Long-lived assets include the website and intangible assets and intellectual property. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. On 1 May 2014, an impairment loss was recorded on the intangible assets and intellectual property (Note 7). | |||
2.8 Research and Development | |||
Research and development expenses are charged to operations as incurred. | |||
2.9 Income Taxes | |||
The Company has adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
2.10 Basic and Diluted Income (Loss) per Share | |||
In accordance with ASC 260, “Earnings per Share”, the basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At 30 November 2014, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||
2.11 Estimated fair value of financial instruments | |||
The Company’s consolidated financial instruments, consist of cash and cash equivalents, accounts payable and accrued liabilities, and notes payable – related parties. | |||
The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. | |||
Notes payable – related parties are recorded at their carrying value. | |||
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial instruments. | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At 30 November 2014, all cash and cash equivalents were insured by agencies of the U.S. Government. | |||
2.12 Foreign Currency Translation | |||
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |||
2.13 Comprehensive Income (Loss) | |||
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income (loss) be displayed in the consolidated financial statements beginning in 1998. Comprehensive income (loss) includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. | |||
2.14 Use of Estimates | |||
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||
2.15 Changes in Accounting Policies | |||
Effective 1 December 2013, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income." This update requires an entity to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on the respective line items in net income in one place, and in some cases, cross-references to related footnote disclosures. The update applies to public companies for all reporting periods presented, including interim periods, and to nonpublic entities for annual reporting periods. ASU No. 2013-02 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2012 for public companies, with early adoption permitted. The adoption of this update did not have a material effect on the Company’s interim consolidated financial statements. | |||
2.16 Recent Accounting Pronouncements | |||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers," which provides a five-step approach to be applied to all contracts with customers. ASU No. 2014-09 also requires expanded disclosures about revenue recognition. ASU No. 2014-09 is effective for annual reporting periods beginning after 15 December 2016, including interim periods. Early adoption is not permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities," which intends to remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the update eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU No. 2014-10 is effective for fiscal years and interim periods beginning after 15 December 2014, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern,” which requires management of an entity to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date the financial statements are available to be issued when applicable). ASU No. 2014-15 is effective for fiscal years and interim periods ending after 15 December 2016, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
2.17 Reclassifications | |||
Certain amounts reported in previous periods have been reclassified to conform to the current year’s presentation. | |||
2.18 | Other | ||
The Company consists of one reportable business segment. | |||
The Company paid no dividends during the periods presented. |
Website
Website | 12 Months Ended | ||||||
Nov. 30, 2014 | |||||||
Notes to Financial Statements | |||||||
Website | 3 | WEBSITE | |||||
As at 30 November | 2014 | 2013 | |||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||
$ | $ | $ | $ | $ | $ | ||
Website | 10,000 | 7,500 | 2,500 | 10,000 | 4,167 | 5,833 | |
Total | 10,000 | 7,500 | 2,500 | 10,000 | 4,167 | 5,833 | |
The Company purchased a website during October 2012 for $10,000. This website has a useful life of three years, and the cost is being amortized over the life of the asset. During the year ended 30 November 2014, the Company recognized amortization expense of $3,333 (2013 - $3,334; cumulative - $7,500) (Note 9). |
Accounts_Payable_And_Accrued_L
Accounts Payable And Accrued Liabilities | 12 Months Ended | ||
Nov. 30, 2014 | |||
Payables and Accruals [Abstract] | |||
Accounts Payable And Accrued Liabilities | 4 | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
As at 30 November | 2014 | 2013 | |
$ | $ | ||
Accounts payable | 37,152 | 574,188 | |
Accrued liabilities (Note 6) | 42,000 | 27,000 | |
Payroll taxes payable | 29,652 | 17,084 | |
Salaries and benefits payable (Note 6) | 580,000 | 1,044,000 | |
Total trades payable and accrued liabilities | 688,804 | 1,662,272 | |
Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year. | |||
4.1 Accrued liabilities | |||
Included in accrued liabilities is $32,000 (30 November 2013 - $Nil) of management fees payable to the Chief Executive Officer (“CEO”) of the Company (Note 6). | |||
4.2 Salaries and benefits payable | |||
On 29 May 2014, the former CEO requested that his salary be suspended until further notice. Additionally, he forgave the entire balance of his accrued salary in the amount of $516,000 and accrued bonus in the amount of $300,000 as at 31 August 2014 (Notes 6 and 12). | |||
On 29 May 2014, a consultant forgave all outstanding fees payable in relation to consulting services rendered in the amount of $545,000 (Notes 6 and 12). This resulted in an aggregate forgiveness of debt of $1,361,000 on 29 May 2014. |
Notes_Payable_Related_Party
Notes Payable - Related Party | 12 Months Ended | ||
Nov. 30, 2014 | |||
Notes to Financial Statements | |||
Notes Payable - Related Party | 5 | NOTES PAYABLE – RELATED PARTY | |
2014 | 2013 | ||
$ | $ | ||
During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”), a company owned and operated by the CEO of the Company, issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 16,000 | 16,000 | |
On 21 September 2011, PSI Services (“PSI”), a business owned and operated by the CEO of the Company, issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | 500 | 500 | |
On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2014, the Company accrued interest expense of $2,462 (2013 - $3,031) (Note 12). The loan payable to PSI as at 30 November 2014 consists of principal and accrued interest of $39,380 (30 November 2013 – $42,710) and $7,204 (30 November 2013 – $5,251), respectively. | 46,584 | 47,961 | |
On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2014, the Company accrued interest expense of $1,094 (2013 - $1,347) (Note 12). The loan payable to PSI as at 30 November 2014 consists of principal and accrued interest of $17,502 (30 November 2013 – $18,982) and $2,624 (30 November 2013 – $1,707), respectively. | 20,126 | 20,689 | |
On 22 October 2013, PSI issued a loan of USD$3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 3,700 | 3,700 | |
86,910 | 88,850 | ||
2014 | 2013 | ||
$ | $ | ||
Balance carried forward | 86,910 | 88,850 | |
8,000 | - | ||
On 21 April 2014, PSI issued a loan of USD$8,000 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | |||
On 14 August 2014, PSI issued a loan of USD$9,500 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 9,500 | - | |
On 3 November 2014, PSI issued a loan of USD$6,000 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 6,000 | - | |
Total related party - notes payable and accrued interest | 110,410 | 88,850 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||
Nov. 30, 2014 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions | 6 | RELATED PARTY TRANSACTIONS | |
As at 30 November 2014, the amount due to related parties includes $580,000 (30 November 2013 - $1,044,000) payable to past directors and employees of the Company in relation to salaries and benefits earned, and $32,000 (30 November 2013 - $Nil) payable to the CEO of the Company in relation to management fees earned. Of the amount due to related parties, $Nil relates to bonuses payable to the former CEO of the Company (30 November 2013 - $300,000) (Note 4). | |||
During the year ended 30 November 2014, the Company accrued salaries and benefits of $352,000 to officers and employees of the Company (30 November 2013 - $612,000). | |||
On 29 May 2014, the former CEO requested that his salary be suspended until further notice. Additionally, he forgave the entire balance of his accrued salary in the amount of $516,000 and accrued bonus in the amount of $300,000 as at 31 May 2014. As at 30 November 2014, included in salaries and benefits are bonuses of $Nil accrued to the former CEO of the Company during the year ended 30 November 2014 (30 November 2013- $Nil; cumulative - $Nil) (Notes 4 and 12). | |||
Effective 1 December 2013, the Company and a former related party consultant mutually terminated an Advisory Agreement entered into on 1 November 2012. The Company accrued $Nil of consulting fees to the consultant (30 November 2013 - $300,000; cumulative - $545,000). | |||
On 29 May 2014, a former related party consultant forgave all outstanding fees payable in relation to consulting services rendered in the amount of $545,000. As at 30 November 2014 there is $Nil (30 November 2013 - $545,000) outstanding and payable to the consultant for consulting services received (Notes 4 and 12). | |||
During the year ended 30 November 2013, the Board approved a commission payment program (the “Program”) equal to 30% of gross sales of fouling prevention coatings. Under this Program, the former CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development. On 28 February 2014, the Board amended the Program to reduce the former CEO’s compensation from 20% to 10% of gross sales of anti-fouling paint. On 29 May 2014, the Program was eliminated by mutual agreement from both parties affected. As a result, no commissions will be earned by either the former CEO or the applicable consultant on gross sales of fouling prevention coatings. As at 30 November 2014, there were $Nil commissions earned (Note 7). | |||
During the year ended 30 November 2014, directors and shareholders of the Company made cash contributions in the amount of $Nil (30 November 2013 - $Nil; cumulative – $27,288). | |||
On 28 July 2014, the Company issued 5,250,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to two directors of the Company for consulting services rendered. As a result, the Company recorded professional fees of $5,250 when the stock was issued (Note 8). |
Intangible_Assets_And_Intellec
Intangible Assets And Intellectual Property | 12 Months Ended | ||
Nov. 30, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets And Intellectual Property | 7 | INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | |
On 23 August 2011, the Company entered into the Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platforms (the “Platforms”) in exchange for 75,000,000 common shares of the Company (issued on 23 August 2011) (Note 1). | |||
On 14 December 2011, the Company entered into an amended agreement amending the Asset Purchase Agreement (the “Amended Asset Purchase Agreement”) and, as a result, a total of 30,000,000 common shares were returned to treasury and cancelled (Note 1) in exchange for payment of half of one percent of all gross monies received by the Company in relation to revenue earned from products derived from the use of all the formulae listed in the Assets Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing on the receipt of monies from the first contract signed to purchase products derived from the use of the formulae for a period of five years from the date of the Amended Asset Purchase Agreement. The cancellation of 30,000,000 common shares has been recorded as a recovery of intangible assets and intellectual property. | |||
On 1 May 2014, the Company entered into an agreement whereby the Asset Purchase Agreement and the Amended Asset Purchase Agreement were deemed null and void and the platforms were returned to the original vendor (Note 1). | |||
During the year ended 30 November 2014, the Company recorded a write down of $45,000 (30 November 2013 - $Nil; cumulative - $45,000) related to its intangible assets and intellectual property (Note 12). | |||
On 20 January 2013, the Board approved the Program equal to 30% of gross sales of fouling prevention coatings. Under this Program, the former CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development. On 28 February 2014, the Board amended the Program to reduce the former CEO’s compensation from 20% to 10% of gross sales of anti-fouling paint. On 29 May 2014, the Program was eliminated by mutual agreement from both parties affected. As a result, no commissions will be earned by either the former CEO or the applicable consultant on gross sales of fouling prevention coatings. As of 30 November 2014, there were $Nil commissions earned (Note 6). | |||
On 26 May 2014, the Company entered into an exclusive global distribution agreement with All-Sea Coatings Ltd. (a division of All-Sea Enterprises) of North Vancouver, Canada. This agreement has been replaced with an Asset Purchase Agreement dated 14 August 2014. All-Sea Coatings Ltd. has acquired from Peptide Technologies Inc. the non-commercialized re-formulated assets that were developed by the Company. The Asset Purchase Agreement was settled with an initial CDN$10,000 payment for the non-commercialized re-formulated assets with a further 3% royalty to be paid on all gross sales and revenue derived from the use of the non-commercialized re-formulated assets. If the non-commercialized, or subsequently commercialized, re-formulated assets are subsequently sold by All-Sea Coatings Ltd. 10% of the gross sale price will be payable to the Company. | |||
Capital_Stock
Capital Stock | 12 Months Ended | ||
Nov. 30, 2014 | |||
Equity [Abstract] | |||
Capital Stock | 8 | CAPITAL STOCK | |
8.1 | Authorized common stock | ||
The Company’s authorized common stock consists of 675,000,000 shares of common stock with a par value of $0.001 per share. On 10 August 2010, the Company increased the number of authorized share capital from 75,000,000 shares of common stock to 675,000,000 shares of common stock with the same par value of $0.001 per share. | |||
8.2 | Issued and outstanding | ||
On 2 June 2010, and effective 10 August 2010, the directors of the Company approved a forward split of the common stock of the Company on a basis of 30 new common shares for 1 old common share. As a result of the forward stock split, 208,800,000 additional shares were issued. Capital and additional paid-in capital have been adjusted accordingly. When adjusted retroactively, there was a $119,501 shortage of additional paid-in capital; thus an adjustment to accumulated deficit of $104,000 was recorded on 20 May 2010 (the date of issuance of 120,000,000 shares) and $15,501 to the beginning balance. The consolidated financial statements contained herein reflect the appropriate values for capital stock and accumulated deficit. Unless otherwise noted, all references in the accompanying consolidated financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the forward stock split. | |||
The total issued and outstanding capital stock is 156,412,660 common shares with a par value of $0.001 per common share. During the years ended 30 November 2014 and 2013, the Company issued common shares as follows: | |||
a) | On 10 April 2013, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,000. The Company paid $2,000 in share issuance costs. | ||
b) | On 26 April 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 12). | ||
c) | On 18 July 2013, the Company issued 25,000 shares of the Company’s restricted common stock for cash proceeds of $25,000. | ||
d) | On 5 December 2013, the Company issued 10,000 shares of the Company’s restricted common stock for cash proceeds of $10,000. | ||
e) | On 3 March 2014, the Company issued 10,000 shares of the Company’s restricted common shares for cash proceeds of $10,000. | ||
f) | On 11 March 2014, the Company issued 5,000 shares of the Company’s restricted common shares for cash proceeds of $5,000. | ||
g) | On 3 April 2014, the Company issued 10,000 shares of the Company’s restricted common stock for cash proceeds of $10,000. | ||
h) | On 15 July 2014, the Company issued 4,660 shares of the Company’s restricted common stock for cash proceeds of $4,660. | ||
i) | On 28 July 2014, the Company issued 5,250,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to two directors of the Company for consulting services rendered. As a result, the Company recorded professional fees of $5,250 when the stock was issued (Note 6). |
General_And_Administrative_Exp
General And Administrative Expenses | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Notes to Financial Statements | ||||
General And Administrative Expenses | 9. GENERAL AND ADMINISTRATION EXPENSES | |||
Year ended 30 November 2014 | Year ended 30 November | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2014 | ||
$ | 2013 | $ | ||
$ | ||||
Amortization (Note 3) | 3,333 | 3,334 | 7,500 | |
Bank charges | 226 | 202 | 1,510 | |
Dues and subscription | - | 575 | 575 | |
Filing fees | 9,304 | 6,428 | 20,774 | |
Meals and entertainment | - | 254 | 254 | |
Office | 1,494 | 2,447 | 8,237 | |
Penalties (Notes 4, 10 and 11) | 25 | 10,000 | 10,025 | |
Transfer agent | 810 | 655 | 4,311 | |
Rent | 939 | 1,233 | 2,172 | |
Share-based payment (Notes 8 and 12) | 5,250 | - | 13,250 | |
Telecommunication | 2,846 | 2,566 | 5,839 | |
Travel | - | 2,656 | 2,656 | |
Website | 737 | - | 886 | |
Total general and administration expenses | 24,964 | 30,350 | 77,989 |
Income_Taxes
Income Taxes | 12 Months Ended | ||
Nov. 30, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Income Taxes | 10 | INCOME TAXES | |
10.1 | Provision for income taxes | ||
Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. During the years ended 30 November 2014 and 2013, these differences result from the following items: | |||
2014 | 2013 | ||
$ | $ | ||
Income (loss) before income taxes | 859,827 | -995,476 | |
Federal income tax rates | 35.00% | 35.00% | |
Income tax (recovery) based on the above rates | 300,940 | -348,417 | |
Non–deductible items | 15,750 | 44 | |
Change in valuation allowance | -316,690 | 348,373 | |
Income tax expense | - | - | |
10.2 | Deferred tax balances | ||
The composition of the Company’s deferred tax assets as at 30 November 2014 and 2013 are as follows: | |||
2014 | 2013 | ||
$ | $ | ||
Net income tax operating loss carry-forward | 1,071,079 | 1,975,908 | |
Deferred tax assets | 374,878 | 691,568 | |
Valuation allowance | -374,878 | -691,568 | |
Deferred tax assets (liabilities) | - | - | |
As at 30 November 2014, the Company has a total non-capital loss carryforward balance of $1,071,079 (30 November 2013 - $1,975,908), which has expiry dates between the years of 2025 to 2034. | |||
The Company’s recognized and unrecognized deferred tax assets related to the unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carry-forwards as their utilization is not considered more likely than not at this time. |
Commitments_And_Contingency
Commitments And Contingency | 12 Months Ended | ||
Nov. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments And Contingency | 11 | COMMITMENTS AND CONTINGENCY | |
a) | On 11 December 2012, the Company formerly engaged BB&T Capital Markets ("BB&TCM") to act as the Company's exclusive financial advisor and agent in connection with developing strategic alternatives for the Company regarding debt financings, licensing of intellectual properties developed by the Company, equity raises, sale of intellectual properties, or other capital markets transactions that may develop over the course of a 24 month agreement. | ||
The Company is to pay BB&TCM an advisory fee of three percent of the face amount of the financial transactions advised upon during the course of the engagement, due and payable at closing of any contemplated transactions under the engagement. | |||
Additionally, the Company is to defend, indemnify and hold BB&TCM, its parent company, subsidiaries and affiliates and its and their directors, officers, employees, agents and successors and assigns harmless from and against any losses, suits, actions, claims, damages, costs and or other liabilities which any indemnified person may incur as a result of acting on behalf of the Company in connection with this engagement. | |||
On 19 May 2014, the Company renewed/extended the Agreement with BB&TCM. The extension runs from 1 May 2014 through 1 May 2016 (24 months). All other provisions of the engagement remain unchanged. | |||
b) | The Company is in the process of completing its income tax filings. During the year ended 30 November 2013 the Company accrued $10,000 related to potential penalties associated with certain of its income tax filings. However, there is no assurance that additional interest and penalties will not be assessed (Notes 4 and 10). | ||
c) | The Company is committed to making payments related to its notes payable – related parties (Note 5). |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||
Nov. 30, 2014 | |||
Supplemental Cash Flow Elements [Abstract] | |||
Supplemental Cash Flow Information | 12 | SUPPLEMENTAL CASH FLOW INFORMATION | |
The Company made the following cash payments for interest and income taxes: | |||
Year ended 30 November | 2014 | 2013 | |
$ | $ | ||
Interest paid | - | - | |
Taxes paid | - | - | |
Total cash payments | - | - | |
On 26 April 2013, the Company issued 2,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 8). | |||
During the year ended 30 November 2014, the Company accrued interest expense of $2,462 (2013 - $3,031) in relation to a loan of CAD$45,000 issued by PSI on 13 November 2011. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5). | |||
During the year ended 30 November 2014, the Company accrued interest expense of $1,094 (2013 - $1,347) in relation to a loan of CAD$20,000 issued by PSI on 1 June 2012. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5). | |||
During the year ended 30 November 2014, the Company recorded a write down of $45,000 (30 November 2013 - $Nil; cumulative - $45,000) related to its intangible assets and intellectual property (Note 7). | |||
On 29 May 2014, the former CEO requested that his salary be suspended until further notice. Additionally, he forgave the entire balance of his accrued salary in the amount of $516,000 and accrued bonus in the amount of $300,000 as at 30 November 2014 (Notes 4 and 6). | |||
On 29 May 2014, a consultant forgave all outstanding fees payable in relation to consulting services rendered in the amount of $545,000 (Notes 4 and 6). | |||
On 28 July 2014, the Company issued 5,250,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to two directors of the Company for consulting services rendered. As a result, the Company recorded professional fees of $5,250 when the stock was issued (Notes 6 and 8). |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Nov. 30, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 13 | SUBSEQUENT EVENTS | |
There have been no reportable events which have occurred during the period from the year ended 30 November 2014 to the date the consolidated financial statements were available to be issued on 2 March 2015. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Principles Of Consolidation | 2.1 Principles of Consolidation | ||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||
Organizational And Start-Up Costs | 2.2 Organizational and Start-up Costs | ||
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”. | |||
Development-Stage Company | 2.3 Development-Stage Company | ||
During the year ended 30 November 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |||
Cash And Cash Equivalents | 2.4 Cash and Cash Equivalents | ||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. | |||
Website | 2.5 Website | ||
In accordance with ASC 350-50, “Website Development Costs”, expenditures during the planning and operating stages of the Company’s website are expensed as incurred. Expenditures incurred during the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3 years. | |||
Intangible Assets | 2.6 Intangible Assets | ||
Intangible assets include the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization. The useful life of the intangible asset is reassessed at each reporting period. | |||
Impairment Of Long-Lived Assets | 2.7 Impairment of Long-Lived Assets | ||
Long-lived assets include the website and intangible assets and intellectual property. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. On 1 May 2014, an impairment loss was recorded on the intangible assets and intellectual property (Note 7). | |||
Research And Development | 2.8 Research and Development | ||
Research and development expenses are charged to operations as incurred. | |||
Income Taxes | 2.9 Income Taxes | ||
The Company has adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
Basic And Diluted Income (Loss) Per Share | 2.10 Basic and Diluted Income (Loss) per Share | ||
In accordance with ASC 260, “Earnings per Share”, the basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At 30 November 2014, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||
Estimated Fair Value Of Financial Instruments | 2.11 Estimated fair value of financial instruments | ||
The Company’s consolidated financial instruments, consist of cash and cash equivalents, accounts payable and accrued liabilities, and notes payable – related parties. | |||
The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. | |||
Notes payable – related parties are recorded at their carrying value. | |||
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial instruments. | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At 30 November 2014, all cash and cash equivalents were insured by agencies of the U.S. Government. | |||
Foreign Currency Translation | 2.12 Foreign Currency Translation | ||
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |||
Comprehensive Income (Loss) | 2.13 Comprehensive Income (Loss) | ||
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income (loss) be displayed in the consolidated financial statements beginning in 1998. Comprehensive income (loss) includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. | |||
Use Of Estimates | 2.14 Use of Estimates | ||
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||
Changes In Accounting Policy | 2.15 Changes in Accounting Policies | ||
Effective 1 December 2013, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income." This update requires an entity to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on the respective line items in net income in one place, and in some cases, cross-references to related footnote disclosures. The update applies to public companies for all reporting periods presented, including interim periods, and to nonpublic entities for annual reporting periods. ASU No. 2013-02 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2012 for public companies, with early adoption permitted. The adoption of this update did not have a material effect on the Company’s interim consolidated financial statements. | |||
Recent Accounting Pronouncements | 2.16 Recent Accounting Pronouncements | ||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers," which provides a five-step approach to be applied to all contracts with customers. ASU No. 2014-09 also requires expanded disclosures about revenue recognition. ASU No. 2014-09 is effective for annual reporting periods beginning after 15 December 2016, including interim periods. Early adoption is not permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities," which intends to remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the update eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU No. 2014-10 is effective for fiscal years and interim periods beginning after 15 December 2014, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern,” which requires management of an entity to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date the financial statements are available to be issued when applicable). ASU No. 2014-15 is effective for fiscal years and interim periods ending after 15 December 2016, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
Reclassifications | 2.17 Reclassifications | ||
Certain amounts reported in previous periods have been reclassified to conform to the current year’s presentation. | |||
Other | 2.18 | Other | |
The Company consists of one reportable business segment. | |||
The Company paid no dividends during the periods presented. |
Website_Tables
Website (Tables) | 12 Months Ended | ||||||
Nov. 30, 2014 | |||||||
Notes to Financial Statements | |||||||
Website | As at 30 November | 2014 | 2013 | ||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||
$ | $ | $ | $ | $ | $ | ||
Website | 10,000 | 7,500 | 2,500 | 10,000 | 4,167 | 5,833 | |
Total | 10,000 | 7,500 | 2,500 | 10,000 | 4,167 | 5,833 |
Accounts_Payable_And_Accrued_L1
Accounts Payable And Accrued Liabilities (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Payables and Accruals [Abstract] | |||
Accounts Payable And Accrued Liabilities | As at 30 November | 2014 | 2013 |
$ | $ | ||
Accounts payable | 37,152 | 574,188 | |
Accrued liabilities (Note 6) | 42,000 | 27,000 | |
Payroll taxes payable | 29,652 | 17,084 | |
Salaries and benefits payable (Note 6) | 580,000 | 1,044,000 | |
Total trades payable and accrued liabilities | 688,804 | 1,662,272 |
Notes_Payable_Related_Party_Ta
Notes Payable - Related Party (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Notes to Financial Statements | |||
Notes Payable - Related Party | 2014 | 2013 | |
$ | $ | ||
During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”), a company owned and operated by the CEO of the Company, issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 16,000 | 16,000 | |
On 21 September 2011, PSI Services (“PSI”), a business owned and operated by the CEO of the Company, issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | 500 | 500 | |
On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2014, the Company accrued interest expense of $2,462 (2013 - $3,031) (Note 12). The loan payable to PSI as at 30 November 2014 consists of principal and accrued interest of $39,380 (30 November 2013 – $42,710) and $7,204 (30 November 2013 – $5,251), respectively. | 46,584 | 47,961 | |
On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2014, the Company accrued interest expense of $1,094 (2013 - $1,347) (Note 12). The loan payable to PSI as at 30 November 2014 consists of principal and accrued interest of $17,502 (30 November 2013 – $18,982) and $2,624 (30 November 2013 – $1,707), respectively. | 20,126 | 20,689 | |
On 22 October 2013, PSI issued a loan of USD$3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 3,700 | 3,700 | |
86,910 | 88,850 | ||
2014 | 2013 | ||
$ | $ | ||
Balance carried forward | 86,910 | 88,850 | |
8,000 | - | ||
On 21 April 2014, PSI issued a loan of USD$8,000 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | |||
On 14 August 2014, PSI issued a loan of USD$9,500 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 9,500 | - | |
On 3 November 2014, PSI issued a loan of USD$6,000 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 6,000 | - | |
Total related party - notes payable and accrued interest | 110,410 | 88,850 | |
General_And_Administrative_Exp1
General And Administrative Expenses (Tables) | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Notes to Financial Statements | ||||
General And Administrative Expenses | Year ended 30 November 2014 | Year ended 30 November | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2014 | |
$ | 2013 | $ | ||
$ | ||||
Amortization (Note 3) | 3,333 | 3,334 | 7,500 | |
Bank charges | 226 | 202 | 1,510 | |
Dues and subscription | - | 575 | 575 | |
Filing fees | 9,304 | 6,428 | 20,774 | |
Meals and entertainment | - | 254 | 254 | |
Office | 1,494 | 2,447 | 8,237 | |
Penalties (Notes 4, 10 and 11) | 25 | 10,000 | 10,025 | |
Transfer agent | 810 | 655 | 4,311 | |
Rent | 939 | 1,233 | 2,172 | |
Share-based payment (Notes 8 and 12) | 5,250 | - | 13,250 | |
Telecommunication | 2,846 | 2,566 | 5,839 | |
Travel | - | 2,656 | 2,656 | |
Website | 737 | - | 886 | |
Total general and administration expenses | 24,964 | 30,350 | 77,989 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Provision For Income Taxes | 2014 | 2013 | |
$ | $ | ||
Income (loss) before income taxes | 859,827 | -995,476 | |
Federal income tax rates | 35.00% | 35.00% | |
Income tax (recovery) based on the above rates | 300,940 | -348,417 | |
Non–deductible items | 15,750 | 44 | |
Change in valuation allowance | -316,690 | 348,373 | |
Income tax expense | - | - | |
Deferred Tax Balances | 2014 | 2013 | |
$ | $ | ||
Net income tax operating loss carry-forward | 1,071,079 | 1,975,908 | |
Deferred tax assets | 374,878 | 691,568 | |
Valuation allowance | -374,878 | -691,568 | |
Deferred tax assets (liabilities) | - | - |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||
Nov. 30, 2014 | |||
Supplemental Cash Flow Elements [Abstract] | |||
Cash Payments For Interest And Income Taxes | Year ended 30 November | 2014 | 2013 |
$ | $ | ||
Interest paid | - | - | |
Taxes paid | - | - | |
Total cash payments | - | - |
Website_Detail_Website
Website (Detail) - Website (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Costs | $10,000 | $10,000 |
Accumulated Amortization | 7,500 | 4,167 |
Net Book Value | 2,500 | 5,833 |
Total [Member] | ||
Costs | 10,000 | 10,000 |
Accumulated Amortization | 7,500 | 4,167 |
Net Book Value | $2,500 | $5,833 |
Accounts_Payable_And_Accrued_L2
Accounts Payable And Accrued Liabilities (Detail) - Accounts Payable And Accrued Liabilities (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $37,152 | $574,188 |
Accrued Liabilities | 42,000 | 27,000 |
Payroll Taxes Payable | 29,652 | 17,084 |
Salaries And Benefits Payable | 580,000 | 1,044,000 |
Total Accounts Payable And Accrued Liabilities | $688,804 | $1,662,272 |
Notes_Payable_Detail_Notes_Pay
Notes Payable (Detail) - Notes Payable (USD $) | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 03, 2014 | Aug. 14, 2014 | Apr. 21, 2014 | Oct. 22, 2013 | Jun. 01, 2012 | Nov. 13, 2011 | Sep. 21, 2011 |
Notes Payable, current and non-current | $110,410 | $88,850 | |||||||
Fotoview Inc. [Member] | |||||||||
Notes Payable, current and non-current | 16,000 | 16,000 | |||||||
PSI Services [Member] | |||||||||
Loan Amount | 6,000 | 9,500 | 8,000 | 3,700 | 20,000 | 45,000 | 500 | ||
PSI Services [Member] | September 21, 2011 Loan [Member] | |||||||||
Notes Payable, current and non-current | 500 | 500 | |||||||
PSI Services [Member] | November 13, 2011 Loan [Member] | |||||||||
Notes Payable, current and non-current | 46,584 | 47,961 | |||||||
Notes Payable, interest | 6.00% | 6.00% | |||||||
Principal Outstanding | 39,380 | 42,710 | |||||||
Accrued Interest | 7,204 | 5,251 | |||||||
PSI Services [Member] | June 1, 2012 Loan [Member] | |||||||||
Notes Payable, current and non-current | 20,126 | 20,689 | |||||||
Notes Payable, interest | 6.00% | 6.00% | |||||||
Principal Outstanding | 17,502 | 18,982 | |||||||
Accrued Interest | 2,624 | 1,707 | |||||||
PSI Services [Member] | October 22, 2013 Loan [Member] | |||||||||
Notes Payable, current and non-current | 3,700 | 3,700 | |||||||
PSI Services [Member] | April 21, 2014 Loan [Member] | |||||||||
Notes Payable, current and non-current | 8,000 | ||||||||
PSI Services [Member] | Aug 14, 2014 Loan [Member] | |||||||||
Notes Payable, current and non-current | 9,500 | ||||||||
PSI Services [Member] | Nov 3, 2014 Loan [Member] | |||||||||
Notes Payable, current and non-current | $6,000 |
General_And_Administrative_Exp2
General And Administrative Expenses (Detail) - General And Adminstrative Expenses (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Notes to Financial Statements | |||
Amortization | $3,333 | $3,334 | $7,500 |
Bank Charges | 226 | 202 | 1,510 |
Dues And Subscription | 575 | 575 | |
Filing Fees | 9,304 | 6,428 | 20,774 |
Meals And Entertainment | 254 | 254 | |
Office | 1,494 | 2,447 | 8,237 |
Penalties | 25 | 10,000 | 10,025 |
Transfer Agent | 810 | 655 | 4,311 |
Rent | 939 | 1,233 | 2,172 |
Share-Based Payment | 5,250 | 13,250 | |
Telecommunication | 2,846 | 2,566 | 5,839 |
Travel | 2,656 | 2,656 | |
Website | 737 | 886 | |
Total General And Administration Expenses | $24,964 | $30,350 | $77,989 |
Income_Taxes_Detail_Provision_
Income Taxes (Detail) - Provision For Income Taxes (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) Before Income Taxes | $859,827 | ($995,476) | ($1,034,203) |
Federal Income Tax Rates | 35.00% | 35.00% | |
Income tax (recovery) based on the above rates | 300,940 | -348,417 | |
Non-Deductible Items | 15,750 | 44 | |
Change In Valuation Allowance | -316,690 | 348,373 | |
Income Tax Expense |
Income_Taxes_Detail_Deferred_T
Income Taxes (Detail) - Deferred Tax Balances (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Income Tax Disclosure [Abstract] | ||
Net Income Tax Operating Loss Carry-Forward | $1,071,079 | $1,975,908 |
Deferred Tax Assets | 374,878 | 691,568 |
Valuation Allowance | -374,878 | -691,568 |
Deferred Tax Assets (Liabilities) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Detail) - Cash Payments For Interest And Income Taxes (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest Paid | ||
Taxes Paid | ||
Total Cash Payments |
Nature_And_Continuance_Of_Oper1
Nature And Continuance Of Operations (Details Narrative) (USD $) | 12 Months Ended | 53 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Profit (Loss) | $859,827 | ($995,476) | ($1,033,870) |
Working Capital Deficit | $797,895 | $1,750,965 | $797,895 |
Website_Details_Narrative
Website (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 53 Months Ended | |
Oct. 30, 2012 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Notes to Financial Statements | ||||
Purchased Website | $10,000 | |||
Website, Amortization | $3,333 | $3,334 | $7,500 |
Accounts_Payable_And_Accrued_L3
Accounts Payable And Accrued Liabilities (Details Narrative) (USD $) | Nov. 30, 2014 | 29-May-14 | Nov. 30, 2013 |
Payables and Accruals [Abstract] | |||
Accrued Management Fees Payable to CEO | $32,000 | ||
Accrued Salary Forgiven | 516,000 | ||
Accrued Bonus Forgiven | 300,000 | ||
Consulting Services Fees Forgiven | 545,000 | ||
Aggregate Forgiveness of Debt | $1,361,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | 53 Months Ended | 1 Months Ended | |||||||||||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Jul. 28, 2014 | Jul. 15, 2014 | 29-May-14 | Apr. 03, 2014 | Mar. 11, 2014 | Mar. 03, 2014 | Dec. 05, 2013 | Jul. 18, 2013 | Apr. 26, 2013 | Apr. 10, 2013 | Aug. 10, 2010 | |
Accrued Salary Forgiven | $516,000 | |||||||||||||
Accrued Bonus Forgiven | 300,000 | |||||||||||||
Consulting Fees | 302,000 | 552,975 | ||||||||||||
Consulting Services Fees Forgiven | 545,000 | |||||||||||||
Cash Contributions | 187,899 | 148,279 | 187,899 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 25,000 | 20,000 | ||||
Shares Issued, shares | 156,412,660 | 151,123,000 | 156,412,660 | 5,250,000 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 25,000 | 2,000,000 | 20,000 | ||
Shares, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||
Professional fees | 68,321 | 38,170 | 220,064 | |||||||||||
Consulting Services Rendered | ||||||||||||||
Shares Issued, shares | 5,250,000 | |||||||||||||
Shares, par value | $0.00 | |||||||||||||
Professional fees | 5,250 | |||||||||||||
Past Directors And Employees [Member] | Salaries And Benefits Earned [Member] | ||||||||||||||
Officer's and Employee's Liabilities | 580,000 | 1,044,000 | 580,000 | |||||||||||
Chief Financial Officer [Member] | Management Fees Earned [Member] | ||||||||||||||
Officer's and Employee's Liabilities | 32,000 | 32,000 | ||||||||||||
Chief Executive Officer [Member] | Bonuses [Member] | ||||||||||||||
Officer's and Employee's Liabilities | 300,000 | |||||||||||||
Officers and Employees [Member] | ||||||||||||||
Accrued Salaries and Benefits | 352,000 | 612,000 | ||||||||||||
Former Chief Executive Officer [Member] | ||||||||||||||
Accrued Salary Forgiven | 516,000 | |||||||||||||
Accrued Bonus Forgiven | 300,000 | |||||||||||||
Consulting Services Fees Forgiven | 545,000 | |||||||||||||
Consultant [Member] | Advisory Agreement [Member] | ||||||||||||||
Consulting Fees | 227,000 | |||||||||||||
Consultant [Member] | Consulting Services [Member] | ||||||||||||||
Consulting Services Fees Forgiven | 545,000 | |||||||||||||
Consulting Fees Payable | 545,000 | |||||||||||||
Directors and Shareholders [Member] | ||||||||||||||
Cash Contributions | $27,288 |
Intangible_Assets_And_Intellec1
Intangible Assets And Intellectual Property (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 53 Months Ended | ||
Dec. 14, 2011 | Aug. 23, 2011 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Intangible Assets And Intellectual Property Purchase, shares | 75,000,000 | |||||
Recovery Of Intangible Assets And Intellectual Property, shares | 30,000,000 | |||||
Stipend Paid, Monthly | $15,000 | |||||
Intangible Assets And Intellectual Property Write Down | $45,000 | $45,000 |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Apr. 10, 2013 | Aug. 10, 2010 | Jul. 28, 2014 | Apr. 26, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Jul. 15, 2014 | Apr. 03, 2014 | Mar. 11, 2014 | Mar. 03, 2014 | Dec. 05, 2013 | Jul. 18, 2013 | 20-May-10 | |
Equity [Abstract] | ||||||||||||||
Common Shares, authorized | 75,000,000 | 675,000,000 | 675,000,000 | |||||||||||
Shares, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||
Forward Split, ratio | 30 | |||||||||||||
Additional Shares Issued, shares | 208,800,000 | 120,000,000 | ||||||||||||
Adjusted Retroactively, Shortage Of Additional Paid-In Capital, dollars | $119,501 | |||||||||||||
Adjustment To Accumulated Deficit | -105,837 | -105,837 | 104,000 | |||||||||||
Beginning Balance | -1,700,132 | -749,656 | -795,395 | 15,501 | ||||||||||
Shares Issued, shares | 20,000 | 5,250,000 | 2,000,000 | 156,412,660 | 151,123,000 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 25,000 | |||
Additional Paid in Capital | 20,000 | 187,899 | 148,279 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 25,000 | |||||
Shares, Issuance Costs | 2,000 | |||||||||||||
Consulting Expenses | 2,000 | |||||||||||||
Professional Fees, Share Based Payment | $5,250 | $5,250 | $2,000 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Non-Capital Loss Carry Forward | 1,071,079 | $1,975,908 |
Minimum [Member] | ||
Expiry Dates | 31-Dec-25 | |
Maximum [Member] | ||
Expiry Dates | 31-Dec-34 |
Commitments_And_Contingency_De
Commitments And Contingency (Details Narrative) (USD $) | Nov. 30, 2013 |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued Potential Tax Penalties | $10,000 |
Supplemental_Cash_Flow_Informa3
Supplemental Cash Flow Information (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 53 Months Ended | 1 Months Ended | |||||||||||
Apr. 26, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2014 | Jul. 28, 2014 | Jul. 15, 2014 | 29-May-14 | Apr. 03, 2014 | Mar. 11, 2014 | Mar. 03, 2014 | Dec. 05, 2013 | Jul. 18, 2013 | Apr. 10, 2013 | Aug. 10, 2010 | |
Shares Issued, shares | 2,000,000 | 156,412,660 | 151,123,000 | 156,412,660 | 5,250,000 | 4,660 | 10,000 | 5,000 | 10,000 | 10,000 | 25,000 | 20,000 | |||
Shares, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||
Consulting Expenses | $2,000 | ||||||||||||||
Professional fees | 68,321 | 38,170 | 220,064 | ||||||||||||
Intangible Assets And Intellectual Property Write Down | 45,000 | 45,000 | |||||||||||||
Accrued Salary Forgiven | 516,000 | ||||||||||||||
Accrued Bonus Forgiven | 300,000 | ||||||||||||||
Consulting Services Fees Forgiven | 545,000 | ||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||
Accrued Salary Forgiven | 516,000 | ||||||||||||||
Accrued Bonus Forgiven | 300,000 | ||||||||||||||
Consulting Services Fees Forgiven | 545,000 | ||||||||||||||
Two Directors [Member] | Consulting Services [Member] | |||||||||||||||
Shares Issued, shares | 5,250,000 | ||||||||||||||
Shares, par value | $0.00 | ||||||||||||||
Professional fees | 5,250 | ||||||||||||||
Nov 13 2011 Loan - PSI [Member] | |||||||||||||||
Accrued Interest Expense | 2,462 | 3,031 | |||||||||||||
Loan, value | 45,000 | 45,000 | 45,000 | ||||||||||||
Loan, interest | 6.00% | 6.00% | 6.00% | ||||||||||||
Jun 1 2012 Loan - PSI [Member] | |||||||||||||||
Accrued Interest Expense | 1,094 | 1,347 | |||||||||||||
Loan, value | $20,000 | $20,000 | $20,000 | ||||||||||||
Loan, interest | 6.00% | 6.00% | 6.00% |