Cover
Cover | 12 Months Ended |
Nov. 30, 2016 USD ($) shares | |
Cover [Abstract] | |
Document Type | 10-K/A |
Amendment Flag | false |
Document Annual Report | true |
Document Transition Report | false |
Document Period End Date | Nov. 30, 2016 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2016 |
Current Fiscal Year End Date | --11-30 |
Entity File Number | 000-53157 |
Entity Registrant Name | Telco Cuba, Inc. |
Entity Central Index Key | 0001427644 |
Entity Tax Identification Number | 98-0546544 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 454 S Yonge Street |
Entity Address, Address Line One | Suite 7C |
Entity Address, Address Line One | Ormond Beach |
Entity Address, Address Line One | FL |
Entity Address, Address Line One | 32174 |
City Area Code | 305 |
Local Phone Number | 747-7647 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Public Float | $ | $ 107,315 |
Entity Common Stock, Shares Outstanding | shares | 214,631,231 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
CURRENT ASSETS: | ||
Cash | $ 21,414 | $ 7,592 |
Deposits | 6,201 | |
Accounts receivable | 3,307 | |
Inventories | 5,450 | |
TOTAL CURRENT ASSETS | 26,864 | 17,100 |
FIXED ASSETS (net of accumulated depreciation of $6,686 in 2016 and $6,423 in 2015) | 14,738 | 15,001 |
TOTAL ASSETS | 41,602 | 32,101 |
CURRENT LIABILITIES: | ||
Accounts payable | 167,854 | 103,436 |
Accrued expenses | 2,088,082 | 2,010,792 |
Notes payable – related parties | 120,577 | 132,577 |
Convertible debentures – related parties | 15,000 | 1,973 |
Notes payable | 2,236,446 | 2,233,361 |
Convertible debentures | 621,843 | 393,506 |
Derivative liability (Note 7) | 132,098 | 1,324,409 |
TOTAL CURRENT LIABILITIES | 5,381,900 | 6,200,054 |
TOTAL LIABILITIES | 5,381,900 | 6,200,054 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock, $.001 par value; authorized shares - 975,000,000 shares; 214,631,331 in 2016 and 123,106,039 shares in 2015 issued and outstanding | 214,631 | 123,106 |
Additional paid-in capital | 558,926 | 467,247 |
Accumulated deficit | (6,114,193) | (6,758,480) |
TOTAL STOCKHOLDERS’ DEFICIT | (5,340,298) | (6,167,953) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 41,602 | 32,101 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | 56 | 3 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | 82 | 71 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | $ 200 | $ 100 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Accumulated depreciation | $ 6,686 | $ 6,423 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 400,000 | 300,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 975,000,000 | 975,000,000 |
Common stock, shares issued | 214,631,331 | 123,106,039 |
Common stock, shares outstanding | 214,631,331 | 123,106,039 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000 | |
Preferred stock, shares issued | 3,000 | 3,000 |
Preferred stock, shares outstanding | 3,000 | 3,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 71,000 | 87,500 |
Preferred stock, shares outstanding | 71,000 | 87,500 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 87,500 | 87,500 |
Preferred stock, shares outstanding | 87,500 | 87,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||
REVENUES | $ 146,731 | $ 173,560 |
OPERATING EXPENSES | 359,634 | 831,489 |
OPERATING (LOSS) | (212,903) | (657,927) |
OTHER (INCOME) EXPENSE: | ||
Interest expense | 335,120 | 290,819 |
Change in fair value of derivative liability | (1,192,310) | 222,251 |
TOTAL OTHER (INCOME) EXPENSE | 857,190 | 513,070 |
NET INCOME (LOSS) | $ 644,287 | $ (1,170,997) |
NET INCOME (LOSS) PER SHARE: | ||
BASIC | $ 0.004 | $ (0.02) |
DILUTED | $ 0.001 | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 172,312,161 | 63,865,281 |
DILUTED | 671,516,358 | 452,789,678 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Nov. 30, 2014 | $ 1,000 | $ 5,991 | $ 6,991 | ||||
Beginning Balance, Shares at Nov. 30, 2014 | |||||||
Issuance of stock for: | |||||||
Distributions | (62,135) | (62,135) | |||||
Recapitalization - Telco Cuba | $ 3 | $ 83 | $ 46,288 | (5,471,140) | (5,424,766) | ||
Recapitalization - Telco Cuba, Shares | 3,000 | 83,680 | 46,288,164 | ||||
Recapitalization - Telco Cuba | $ (1,000) | 1,000 | |||||
Conversion of debentures | $ 12,131 | 5,389 | 17,520 | ||||
Conversion of debentures, Shares | 12,130,729 | ||||||
Conversion of Preferred B shares to common shares | $ (12) | $ 61,680 | (61,668) | ||||
Conversion of Preferred B shares to common shares, Shares | (12,336) | 61,680,000 | |||||
Issuance of common shares as payment for consulting services | $ 3,007 | 67,710 | 70,717 | ||||
Issuance of common shares as payment for consulting services, Shares | 3,007,146 | ||||||
Issuance of Preferred C shares | $ 100 | 394,618 | 394,718 | ||||
Issuance of Preferred C shares, Shares | 100,000 | ||||||
Insufficient Additional Paid-in-Capital balance transferred to Accumulated Deficit | 5,532,337 | (5,532,337) | |||||
Net Income | (1,170,997) | (1,170,997) | |||||
Ending balance, value at Nov. 30, 2015 | $ 3 | $ 71 | $ 100 | $ 123,106 | 467,247 | (6,758,480) | (6,167,953) |
Ending Balance, Shares at Nov. 30, 2015 | 3,000 | 71,344 | 100,000 | 123,106,039 | |||
Sale of common and preferred stock | $ 56 | $ 15 | $ 10,000 | 132,429 | 142,500 | ||
Sale of common and preferred stock, Shares | 55,555 | 15,000 | 10,000,000 | ||||
Preferred A shares returned to Company | $ (3) | 3 | |||||
Preferred A shares returned to Company, Shares | (3,000) | ||||||
Issuance of stock for: | |||||||
Note Payable conversion | $ 57,525 | (31,131) | 26,394 | ||||
Note Payable conversion, Shares | 57,525,192 | ||||||
Conversion of Preferred B to common shares | $ (4) | $ 19,000 | (18,996) | ||||
Conversion of Preferred B to common shares, Shares | (3,800) | 19,000,000 | |||||
Issuance of common shares as payment for consulting services | $ 5,000 | 9,374 | 14,374 | ||||
Issuance of common shares as payment for consulting services, Shares | 5,000,000 | ||||||
Issuance of Preferred C shares | $ 100 | 100 | |||||
Issuance of Preferred C shares, Shares | 100,000 | ||||||
Net Income | 644,287 | 644,287 | |||||
Ending balance, value at Nov. 30, 2016 | $ 56 | $ 82 | $ 200 | $ 214,631 | $ 558,926 | $ (6,114,193) | $ (5,340,298) |
Ending Balance, Shares at Nov. 30, 2016 | 55,555 | 82,544 | 200,000 | 214,631,331 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 644,287 | $ (1,170,997) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative | (1,192,311) | 222,252 |
Discount amortization | 119,366 | 60,977 |
Stock based compensation | 14,474 | 465,436 |
Depreciation | 263 | (13,192) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,508 | (953) |
Inventory | (5,450) | |
Accounts payable | 64,417 | 3,453 |
Accrued expenses | 77,290 | 304,833 |
NET CASH USED IN OPERATING ACTIVITIES | (268,156) | (128,191) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Sale of Stock | 142,500 | |
Proceeds from Borrowing | 219,728 | 335,343 |
Principal Payments on Debt | (80,250) | (149,150) |
Distributions to shareholder | (62,137) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 281,978 | 124,056 |
NET (DECREASE) INCREASE IN CASH | 13,822 | (4,135) |
CASH - BEGINNING OF PERIOD | 7,592 | 11,727 |
CASH - END OF PERIOD | 21,414 | 7,592 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred B Stock conversion to common shares | 19,000 | 61,680 |
Stock issued in connection with conversion of debentures | 26,394 | 17,520 |
Merger with Amgentech and Recapitalization: | ||
Transfer insufficient Additional Paid-in-Capital balance to Retained Earnings | 5,532,337 | |
Common Stock issued for merger and recapitalization, net | $ 5,470,140 |
Nature of Operations and Going
Nature of Operations and Going Concern | 12 Months Ended |
Nov. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Going Concern | 1. Nature of Operations and Going Concern Telco Cuba, Inc. (fka CaerVision Global, Inc., fka American Mineral Group Minerals Inc.) (the “Company”) was incorporated in the State of Nevada on August 10, 2007. Up until June 12, 2015, the company was previously engaged in the exploration, development, and acquisition of mineral properties. On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation. Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of Series B Preferred Stock that had been previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech. Each share of Series B preferred is convertible into 5,000 shares of common stock (254,440,000 shares total) and has voting rights of 5,000 per share (254,440,000 votes). Going Concern The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. As shown in the accompanying financial statements, the Company has an accumulated deficit of more than $ 5.7 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies a) Accounting Principles The accounting and reporting policies of the Company conform to United States generally accepted accounting principles. b) Basic and Diluted Loss per Share Basic and diluted loss per share is based on the weighted average number of shares outstanding. Fully diluted shares are calculated as follows: Schedule Of Earnings Per Share Basic And Diluted November 30, November 30, Weighted average shares – basic 172,312,161 63,865,281 Convertible debentures 499,204,197 388,924,397 Weighted average shares – fully diluted 671,516,358 452,789,678 c) Fair Value Measurements Valuation Hierarchy ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following table provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2016, and 2015: Derivative liabilities Schedule of Fair Value Measurements, Recurring and Nonrecurring Fair Value Measurements Total Carrying Quoted prices Significant other Significant November 30, 2016 $ 132,098 $ 132,098 November 30, 2015 $ 1,324,409 - - $ 1,324,409 The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy. The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Fair Value, Liabilities Measured on Recurring Basis November 30, November 30, Beginning balance $ 1,324,409 $ 921,815 Derivative liabilities recorded - 180,343 Unrealized (gain) loss attributable due to the change in liabilities (1,192,311 ) 222,251 Ending balance $ 132,098 $ 1,324,409 The fair value of the derivative liabilities was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2016, and 2015, are reported in other expenses as follows: Schedule of change in fair value of derivative liability November 30, November 30, (Gain) Loss on derivative liabilities recorded during the period - - Debt discount attributable to derivative liabilities recorded - - Derivative liabilities converted during the period - - Unrealized (gain) attributable due to the change in liabilities $ (1,192,311 ) $ (222,251 ) Net unrealized (gain) loss included in earnings $ (1,192,311 ) $ (222,251 ) The Company did not have any Level 1 or Level 2 assets or liabilities as of November 30, 2016, and November 30, 2015 and had Level 3 liabilities consisting of notes payable. The carrying amount of the notes payable at November 30, 2016, and 2015 approximate their respective fair value based on the Company’s incremental borrowing rate. Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of November 30, 2016, and 2015, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option was effective at the time of adoption. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. d) Income Taxes Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. e) Cash and Cash Equivalents For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. f) Revenue Recognition The Companies follow the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Companies record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues consist primarily of product sales. g) Estimates The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported. h) Accounts receivable and concentration of credit risk The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a customer’s outstanding balances with consideration towards such customer’s historical collection experience, as well as prevailing economic and market conditions and other factors. The Company currently has no accounts receivable in 2016 and, therefore, does not currently have a concentrated credit risk associated with trade receivables. i) Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company reviews physical inventory for obsolescence and/or excess and will record a reserve if necessary. As of the date of this report, no reserve was deemed necessary. j) Fixed Assets Fixed assets are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. Fixed assets consist primarily of computer equipment and furniture and fixtures. The estimated useful lives range from three to five years.. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the years ended November 30, 2016, and 2015, based on the results of management’s impairment analyses, there were no At November 30, 2016 and 2015, fixed assets consisted of the following: Schedule of fixed assets November 30, November 30, Furniture and fixtures $ 3,153 $ 3,153 Computer equipment 18,271 18,271 Less: accumulated depreciation (6,686 ) (6,423 ) Fixed assets, net $ 14,738 $ 15,001 During the years ended November 30, 2016, and 2015, there were no 263 13,192 k) Recently Adopted Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying financial statements. |
Capital Stock
Capital Stock | 12 Months Ended |
Nov. 30, 2016 | |
Equity [Abstract] | |
Capital Stock | 3. Capital Stock a) Authorized As of November 30, 2016, authorized capital stock consists of: 975,000,000 .001 400,000 0.001 As of November 30, 2015, authorized capital stock consists of: 975,000,000 .001 300,000 0.001 b) Share Issuances For the year ended November 30, 2016: During the month of December 2015, 3,000 Between February 1st 2016 and July 31st 2016, the company issued 57,525,192 26,394 0.0003 During the month of February 2016, the Company issued 1,200,000 240 During the month of March 2016, the Company issued 5,800,000 1,160 During the month of March 2016, the Company issued 5,000,000 14,370 During the month of March 2016, the Company sold and issued 15,000 112,500 On November 1, 2016, the Company issued 100,000 During the month of November 2016, the Company sold and issued 55,555 25,000 During the month of November 2016, the Company sold and issued 10,000,000 5,000.00 During the month of November 2016, William Sanchez converted 2,400 12,000,000 For the year ended November 30, 2015: During December 2014, the Company converted a total of $ 17,520 12,130,729 Between February and April 2015, the Company issued 12,230,000 2,446 Between May 2015 and November 1, 2015, the Company issued 49,450,000 9,890 On September 4, 2015, the Company issued 100,000 3,007,146 c) Preferred Stock For the year ended November 30, 2016: The Company has 400,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows: Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) – 100,000 3,000 Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) – 100,000 71,344 Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) – 200,000 Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. Series C Preferred Stock is convertible into 100,000 votable shares, but not convertible to common shares otherwise. The Company Preferred Stock has no dividend rights but does have liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock. For the year ended November 30, 2015: The Company has 400,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows: Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) – 100,000 3,000 Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) – 100,000 71,344 Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) – 100,000 Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. The Company Preferred Stock has no dividend rights but liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock. Issuance of Preferred Stock During the month of December 2015, 3,000 Series A shares were cancelled and returned to the company. No consideration was paid for the return of these shares. There were no further issuances or redemptions of Preferred Stock Series A during the fiscal year ending November 30, 2016. There were no issuances or redemptions of Preferred Stock Series A during the fiscal year ending November 30, 2015. During the month of March 2016 15,000 3,800 19,000,000 There were no new issuances of Preferred Stock Series B during the fiscal year ending November 30, 2015. There were 12,136 60,680,000 100,000 394,618 100,000 d) Warrants and Options For the year ended November 30, 2016, and 2015 there are no |
Concentration Risk
Concentration Risk | 12 Months Ended |
Nov. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 4 . Concentration Risk The Company’s financial instruments consist of cash, accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States. Bank deposits in the United States did not exceed federally insured limits as of November 30, 2015, and 2016. The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuations between the currency in which the Company operates and the U.S. dollar. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes A reconciliation of income taxes at statutory rate with the reported income taxes is as follows: Schedule of Income Taxes Period ended November 30, 2016 2015 Income tax expense (benefit) at Federal statutory rate of 35% $ 225,500 $ (409,800 ) (Utilization) increase in tax loss carryforward (225,500 ) 409,800 Net income tax $ - $ - At November 30, 2016 the Company has available net operating losses of approximately $ 7.1 |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Nov. 30, 2016 | |
Convertible Debentures | |
Convertible Debentures | 6. Convertible Debentures As of November 30, 2016, and 2015, the Company has issued and outstanding, convertible debt totaling $ 572,843 395,479 15,000 1,973 8 12 499,204,917 388,924,397 The following table provides a summary of the changes in the Company’s convertible notes, as of November 30, 2016, and 2015: Schedule of Convertible Debentures November 30, November 30, Prior year balance forward $ 395,479 $ 375,925 Issuance of new convertible notes 216,642 305,343 Discount upon issuance of new notes - (180,343 ) Amortization of discount 119,366 60,977 Principal payments (68,250 ) (149,150 ) Conversion of notes (26,394 ) (17,273 ) Balance as of yearend $ 636,843 $ 395,479 For the years ended November 30, 2016, and 2015, interest expense attributable to convertible debentures was $ 41,111 27,662 64,372 69,071 During the year ended November 30, 2015, the Company issued four notes total of $ 140,000 180,343 In addition, the Company recorded $ 336,810 8 12 499,204,197 388,394,927 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Nov. 30, 2016 | |
Derivative Liabilities | |
Derivative Liabilities | 7. Derivative Liabilities In June 2008, the FASB finalized ASC 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has determined that it needs to account for convertible debentures issued for its shares of common stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision that adjust either the exercise price and/or quantity of the shares as the conversion price equals to variable % of the “market price” at the time of conversion, as a result, the instruments need to be accounted for as derivative liabilities. In accordance with ASC 815, these convertible debentures have been re-characterized as derivative liabilities. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the statement of operations. The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model. At November 30, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: Schedule of assumptions November 30, November 30, (1) dividend yield 0 % 0 % (2) expected volatility 352.94 % 352.94 % (3) weighted average risk-free interest rate, 4 % 4 % (4) expected life, and 0.25 0.25 (5) estimated fair value of the Company’s common stock per share. $ .004 $ .004 |
Notes Payable
Notes Payable | 12 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. Notes Payable The following table provides a summary of the changes in the Company’s notes payables, as of November 30, 2016, and 2015: Schedule of Notes Payable November 30, November 30, Prior year balance forward: Due to non-affiliated third parties $ 2,233,361 $ 2,337,938 Due to related parties 132,577 104,577 Issuance of notes to related party - 28,000 Note repayments to related party (12,000 ) - Balance on November 30 $ 2,353,938 $ 2,365,938 For the years ended November 30, 2016, and 2015, interest expense attributable to notes payable was $ 145,669 168,851 |
Related party transactions
Related party transactions | 12 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions | 9. Related party transactions Officers have from time-to-time lent money to the Company. At November 30, 2016, and 2015, they had a balance owed to them (included in the balances above in footnotes 6 and 8) of $ 135,577 134,550 12 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events During the month of July 2017, the company procured settlements with three note holders. The settlements were a result of the company’s renegotiating of the terms of the original notes. The new terms included the waiving of all additional interest, waiving of default fees, conversion standstill and restrictions on the number of conversions per month, and fixed balances. The notes affected by these settlements were with EMA Financial, Essex Global Investment Corp, and LG Capital. On October 25, 2017, the Company entered into a definitive purchase agreement with Net Bee Wireless, Inc. The purchase was contingent on the Company making the purchase price payment. The deal was rescinded on February, 2018 as a result of the company not opting to follow through on the purchase. During the month of December 2017, the company issued a promissory note in the amount of $ 60,000 During the month of December 2017, the Company converted a total of $ 26,031 276,163,333 During the month of December 2017, the Company issued 500,000 During the first quarter 2018, the company acquired the assets of Naked Papers and is currently selling the product under its brand name, Naked Papers under the subsidiary, Naked Papers Brand, Inc., incorporated in the state of Florida. During the month of January 2018, the Company converted a total of $ 63,734 1,262,266,666 During the month of February 2018, the Company converted a total of $ 38,925 768,225,915 During the month of March 2018, the Company converted a total of $ 14,550 306,000,000 Anthony J Rivera brought a lawsuit against the company on May 29, 2018. Case number: CACE18012914 in the 17th circuit court of Broward County, Florida. The note holder sued for enforcement of a note issued by the company on December 1, 2015. The case was settled, and the note was amended with a more favorable 50% discount, 5 day look back term on the note. The settlement occurred in September, 2018. The company is working with the note holder to convert the settled amount into stock of the company. On September 28, 2018, the company filed a lawsuit against Cuentas, Inc. (OTCQB: CUEN), f/k/a Next Group Holdings, Inc/Meimoun & Mammon, LLC/Next Mobile, LLC in the 11th circuit court of Miami-Dade County, Florida. Case number: 2018-032974-CA-01 is still ongoing. The case was filed due to CUEN failing to perform on a contract signed in July, 2015. The company is suing for damages and the return of the funds paid for the undelivered Mobile Virtual Network Operator (MVNO) platform. During the month of February 2019, the Company issued 250,000,000 During the month of February 2019, the Company converted a total of $ 16,900 338,000,000 During the month of March 2019, the Company converted a total of $ 18,500 370,000,000 During the month of April 2019, the Company converted a total of $ 15,000 300,000,000 During the month of December 2020, the Company converted a total of $ 3,900 93,000,000 During the month of January 2021, the Company converted a total of $ 51,388 599,867,533 During the month of January 2021, the Company converted the partial monetary value of a consultants’ contract into 441,977,932 During the month of February 2021, the Company converted the partial monetary value of a consultants’ contract into 34,000,000 During the month of February 2021, a shareholder converted 55,555 55,555,000 During the month of February 2021, the Company converted a total of $ 49,259 164,198,867 During the month of March 2021, 23,574,570 During the month of March 2021, preferred B shareholders converted 6,000 30,000,000 During the month of March 2021, the Company converted a total of $ 7,000 46,666,667 During the month of April 2021, the company converted a total of $ 62,966 155,471,605 During the month of May 2021, the company restated a promissory note as convertible in the amount of $ 100,000 400,000,000 During the month of May 2021, the company converted a total of $ 54,934 73,246,253 During the month of May 2021, a third-party accredited investor/noteholder cancelled and returned 155,471,605 During the month of May 2021, 25,000,000 During the month of May 2021, the company converted a total of $ 52,021.00 115,602,222 During the month of May 2021, the company sold 40,000,000 10,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounting Principles | a) Accounting Principles The accounting and reporting policies of the Company conform to United States generally accepted accounting principles. |
Basic and Diluted Loss per Share | b) Basic and Diluted Loss per Share Basic and diluted loss per share is based on the weighted average number of shares outstanding. Fully diluted shares are calculated as follows: Schedule Of Earnings Per Share Basic And Diluted November 30, November 30, Weighted average shares – basic 172,312,161 63,865,281 Convertible debentures 499,204,197 388,924,397 Weighted average shares – fully diluted 671,516,358 452,789,678 |
Fair Value Measurements | c) Fair Value Measurements Valuation Hierarchy ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following table provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2016, and 2015: Derivative liabilities Schedule of Fair Value Measurements, Recurring and Nonrecurring Fair Value Measurements Total Carrying Quoted prices Significant other Significant November 30, 2016 $ 132,098 $ 132,098 November 30, 2015 $ 1,324,409 - - $ 1,324,409 The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy. The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Fair Value, Liabilities Measured on Recurring Basis November 30, November 30, Beginning balance $ 1,324,409 $ 921,815 Derivative liabilities recorded - 180,343 Unrealized (gain) loss attributable due to the change in liabilities (1,192,311 ) 222,251 Ending balance $ 132,098 $ 1,324,409 The fair value of the derivative liabilities was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2016, and 2015, are reported in other expenses as follows: Schedule of change in fair value of derivative liability November 30, November 30, (Gain) Loss on derivative liabilities recorded during the period - - Debt discount attributable to derivative liabilities recorded - - Derivative liabilities converted during the period - - Unrealized (gain) attributable due to the change in liabilities $ (1,192,311 ) $ (222,251 ) Net unrealized (gain) loss included in earnings $ (1,192,311 ) $ (222,251 ) The Company did not have any Level 1 or Level 2 assets or liabilities as of November 30, 2016, and November 30, 2015 and had Level 3 liabilities consisting of notes payable. The carrying amount of the notes payable at November 30, 2016, and 2015 approximate their respective fair value based on the Company’s incremental borrowing rate. Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of November 30, 2016, and 2015, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option was effective at the time of adoption. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. |
Income Taxes | d) Income Taxes Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. |
Cash and Cash Equivalents | e) Cash and Cash Equivalents For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. |
Revenue Recognition | f) Revenue Recognition The Companies follow the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Companies record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues consist primarily of product sales. |
Estimates | g) Estimates The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported. |
Accounts receivable and concentration of credit risk | h) Accounts receivable and concentration of credit risk The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a customer’s outstanding balances with consideration towards such customer’s historical collection experience, as well as prevailing economic and market conditions and other factors. The Company currently has no accounts receivable in 2016 and, therefore, does not currently have a concentrated credit risk associated with trade receivables. |
Inventory | i) Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company reviews physical inventory for obsolescence and/or excess and will record a reserve if necessary. As of the date of this report, no reserve was deemed necessary. |
Fixed Assets | j) Fixed Assets Fixed assets are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. Fixed assets consist primarily of computer equipment and furniture and fixtures. The estimated useful lives range from three to five years.. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the years ended November 30, 2016, and 2015, based on the results of management’s impairment analyses, there were no At November 30, 2016 and 2015, fixed assets consisted of the following: Schedule of fixed assets November 30, November 30, Furniture and fixtures $ 3,153 $ 3,153 Computer equipment 18,271 18,271 Less: accumulated depreciation (6,686 ) (6,423 ) Fixed assets, net $ 14,738 $ 15,001 During the years ended November 30, 2016, and 2015, there were no 263 13,192 |
Recently Adopted Accounting Pronouncements | k) Recently Adopted Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted | Schedule Of Earnings Per Share Basic And Diluted November 30, November 30, Weighted average shares – basic 172,312,161 63,865,281 Convertible debentures 499,204,197 388,924,397 Weighted average shares – fully diluted 671,516,358 452,789,678 |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | Schedule of Fair Value Measurements, Recurring and Nonrecurring Fair Value Measurements Total Carrying Quoted prices Significant other Significant November 30, 2016 $ 132,098 $ 132,098 November 30, 2015 $ 1,324,409 - - $ 1,324,409 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | Schedule of Fair Value, Liabilities Measured on Recurring Basis November 30, November 30, Beginning balance $ 1,324,409 $ 921,815 Derivative liabilities recorded - 180,343 Unrealized (gain) loss attributable due to the change in liabilities (1,192,311 ) 222,251 Ending balance $ 132,098 $ 1,324,409 |
Schedule of change in fair value of derivative liability | Schedule of change in fair value of derivative liability November 30, November 30, (Gain) Loss on derivative liabilities recorded during the period - - Debt discount attributable to derivative liabilities recorded - - Derivative liabilities converted during the period - - Unrealized (gain) attributable due to the change in liabilities $ (1,192,311 ) $ (222,251 ) Net unrealized (gain) loss included in earnings $ (1,192,311 ) $ (222,251 ) |
Schedule of fixed assets | Schedule of fixed assets November 30, November 30, Furniture and fixtures $ 3,153 $ 3,153 Computer equipment 18,271 18,271 Less: accumulated depreciation (6,686 ) (6,423 ) Fixed assets, net $ 14,738 $ 15,001 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Schedule of Income Taxes Period ended November 30, 2016 2015 Income tax expense (benefit) at Federal statutory rate of 35% $ 225,500 $ (409,800 ) (Utilization) increase in tax loss carryforward (225,500 ) 409,800 Net income tax $ - $ - |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Convertible Debentures | |
Schedule of Convertible Debentures | Schedule of Convertible Debentures November 30, November 30, Prior year balance forward $ 395,479 $ 375,925 Issuance of new convertible notes 216,642 305,343 Discount upon issuance of new notes - (180,343 ) Amortization of discount 119,366 60,977 Principal payments (68,250 ) (149,150 ) Conversion of notes (26,394 ) (17,273 ) Balance as of yearend $ 636,843 $ 395,479 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Derivative Liabilities | |
Schedule of assumptions | Schedule of assumptions November 30, November 30, (1) dividend yield 0 % 0 % (2) expected volatility 352.94 % 352.94 % (3) weighted average risk-free interest rate, 4 % 4 % (4) expected life, and 0.25 0.25 (5) estimated fair value of the Company’s common stock per share. $ .004 $ .004 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable November 30, November 30, Prior year balance forward: Due to non-affiliated third parties $ 2,233,361 $ 2,337,938 Due to related parties 132,577 104,577 Issuance of notes to related party - 28,000 Note repayments to related party (12,000 ) - Balance on November 30 $ 2,353,938 $ 2,365,938 |
Nature of Operations and Goin_2
Nature of Operations and Going Concern (Details Narrative) | 12 Months Ended |
Nov. 30, 2016 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Shares Exchange description | Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of Series B Preferred Stock that had been previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech. Each share of Series B preferred is convertible into 5,000 shares of common stock (254,440,000 shares total) and has voting rights of 5,000 per share (254,440,000 votes). |
Accumulated deficit | $ 5,700,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Weighted average shares – basic | 172,312,161 | 63,865,281 |
Convertible debentures | 499,204,197 | 388,924,397 |
Weighted average shares – fully diluted | 671,516,358 | 452,789,678 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | $ 132,098 | $ 1,324,409 | $ 921,815 |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | $ 132,098 | 1,324,409 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 1,324,409 | $ 921,815 |
Derivative liabilities recorded | 180,343 | |
Unrealized (gain) loss attributable due to the change in liabilities | (1,192,311) | 222,251 |
Ending balance | $ 132,098 | $ 1,324,409 |
Significant Accounting Polici_7
Significant Accounting Policies (Details 3) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
(Gain) Loss on derivative liabilities recorded during the period | ||
Debt discount attributable to derivative liabilities recorded | ||
Derivative liabilities converted during the period | ||
Unrealized (gain) attributable due to the change in liabilities | (1,192,311) | (222,251) |
Net unrealized (gain) loss included in earnings | $ (1,192,311) | $ (222,251) |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (6,686) | $ (6,423) |
Fixed assets, net | 14,738 | 15,001 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 3,153 | 3,153 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 18,271 | $ 18,271 |
Significant Accounting Polici_9
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Impairment losses | $ 0 | $ 0 |
Additions to fixed assets | 0 | 0 |
Depreciation expense | $ 263 | $ 13,192 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Nov. 01, 2016 | Oct. 04, 2015 | Nov. 30, 2016 | Mar. 31, 2016 | Mar. 16, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2015 | Jul. 31, 2016 | Nov. 01, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 975,000,000 | 975,000,000 | 975,000,000 | 975,000,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred Stock, Shares Authorized | 400,000 | 300,000 | 400,000 | 300,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Conversion of stock, shares issued | 60,680,000 | 57,525,192 | |||||||||||||
Conversion of stock, amount converted | $ 26,394 | ||||||||||||||
Conversion price | $ 0.0003 | ||||||||||||||
Conversion of stock, shares converted | 499,204,917 | 388,924,397 | |||||||||||||
Shares issued for services rendered | 5,000,000 | ||||||||||||||
Value of shares issued for services rendered | $ 14,370 | ||||||||||||||
Number of common stock sold | 10,000,000 | ||||||||||||||
Proceeds from sale of common stock | $ 5,000 | ||||||||||||||
Stock Based Compensation | $ 14,474 | $ 465,436 | |||||||||||||
Stock options outstanding | 0 | 0 | 0 | 0 | |||||||||||
Warrants Outstanding | 0 | 0 | 0 | 0 | |||||||||||
Unaffiliated Thirdparty Accredited Investors [Member] | Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 5,800,000 | 1,200,000 | 12,130,729 | 12,230,000 | 49,450,000 | ||||||||||
Conversion of stock, amount converted | $ 17,520 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued for services rendered | 3,007,146 | ||||||||||||||
Five Accredited Investors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 19,000,000 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Number of stock returned | 3,000 | ||||||||||||||
Number of common stock sold | 55,555 | ||||||||||||||
Proceeds from sale of common stock | $ 25,000 | ||||||||||||||
Preferred stock, shares issued | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||
Preferred stock, shares outstanding | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||
Preferred stock, conversion basis | Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. | Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Number of common stock sold | 15,000 | ||||||||||||||
Proceeds from sale of common stock | $ 112,500 | ||||||||||||||
Preferred stock, shares issued | 71,000 | 87,500 | 71,000 | 87,500 | |||||||||||
Preferred stock, shares outstanding | 71,000 | 87,500 | 71,000 | 87,500 | |||||||||||
Preferred stock, conversion basis | Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. | Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. | |||||||||||||
Stock redeemed | 12,136 | ||||||||||||||
Series B Preferred Stock [Member] | Unaffiliated Thirdparty Accredited Investors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares converted | 1,160 | 240 | 2,446 | 9,890 | |||||||||||
Series B Preferred Stock [Member] | William Sanchez [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 12,000,000 | ||||||||||||||
Conversion of stock, shares converted | 2,400 | ||||||||||||||
Series B Preferred Stock [Member] | Five Accredited Investors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of common stock sold | 15,000 | ||||||||||||||
Stock redeemed | 3,800 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Number of common stock sold | 100,000 | 100,000 | |||||||||||||
Preferred stock, shares issued | 87,500 | 87,500 | 87,500 | 87,500 | |||||||||||
Preferred stock, shares outstanding | 87,500 | 87,500 | 87,500 | 87,500 | |||||||||||
Preferred stock, conversion basis | Series C Preferred Stock is convertible into 100,000 votable shares, but not convertible to common shares otherwise. | ||||||||||||||
Stock Based Compensation | $ 394,618 | ||||||||||||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued for services rendered | 100,000 | 100,000 | |||||||||||||
Series A Senior Convertible Voting Non Redeemable Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||
Preferred stock, shares issued | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||
Preferred stock, shares outstanding | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||
Series B Senior Convertible Voting Non Redeemable Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||
Preferred stock, shares issued | 71,344 | 71,344 | 71,344 | 71,344 | |||||||||||
Preferred stock, shares outstanding | 71,344 | 71,344 | 71,344 | 71,344 | |||||||||||
Series C Senior Convertible Voting Non Redeemable Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 100,000 | 200,000 | 100,000 | |||||||||||
Preferred stock, shares issued | 200,000 | 100,000 | 200,000 | 100,000 | |||||||||||
Preferred stock, shares outstanding | 200,000 | 100,000 | 200,000 | 100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at Federal statutory rate of 35% | $ 225,500 | $ (409,800) |
(Utilization) increase in tax loss carryforward | (225,500) | 409,800 |
Net income tax |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | Nov. 30, 2016 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating losses | $ 7,100 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Convertible Debentures | ||
Prior year balance forward | $ 395,479 | $ 375,925 |
Issuance of new convertible notes | 216,642 | 305,343 |
Discount upon issuance of new notes | (180,343) | |
Amortization of discount | 119,366 | 60,977 |
Principal payments | (68,250) | (149,150) |
Conversion of notes | (26,394) | (17,273) |
Balance as of yearend | $ 636,843 | $ 395,479 |
Convertible Debentures (Detai_2
Convertible Debentures (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible debt | $ 572,843 | $ 395,479 |
Number of shares converted | 499,204,917 | 388,924,397 |
Interest expense | $ 41,111 | $ 27,662 |
Accrued interest | $ 64,372 | 69,071 |
Proceeds from convertible debentures | 140,000 | |
Initial fair value of embedded debt derivative | 180,343 | |
Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 8% | |
Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 12% | |
Unrelated Third Parties [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible debt | $ 15,000 | $ 1,973 |
Amgentech [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of shares converted | 499,204,197 | 388,394,927 |
Proceeds from convertible debentures | $ 336,810 | |
Amgentech [Member] | Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 8% | |
Amgentech [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 12% |
Derivative Liabilities (Details
Derivative Liabilities (Details) - $ / shares | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Derivative Liabilities | ||
(1) dividend yield | 0% | 0% |
(2) expected volatility | 352.94% | 352.94% |
(3) weighted average risk-free interest rate, | 4% | 4% |
(4) expected life, and | 3 months | 3 months |
Share Price | $ 0.004 | $ 0.004 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Debt Disclosure [Abstract] | ||
Due to non-affiliated third parties | $ 2,233,361 | $ 2,337,938 |
Due to related parties | 132,577 | 104,577 |
Issuance of notes to related party | 28,000 | |
Note repayments to related party | (12,000) | |
Balance at ending | $ 2,353,938 | $ 2,365,938 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 145,669 | $ 168,851 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 135,577 | $ 134,550 |
Imputed interest rate | 12% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Feb. 11, 2021 | Nov. 01, 2016 | Oct. 04, 2015 | May 31, 2021 | May 26, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2015 | Jul. 31, 2016 | Nov. 01, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, amount converted | $ 26,394 | |||||||||||||||||||||||||
Conversion of stock, shares converted | 499,204,917 | 388,924,397 | ||||||||||||||||||||||||
Shares issued for services rendered | 5,000,000 | |||||||||||||||||||||||||
Number of preferred Stock converted | 60,680,000 | 57,525,192 | ||||||||||||||||||||||||
Unaffiliated Thirdparty Accredited Investors [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, shares converted | 1,160 | 240 | 2,446 | 9,890 | ||||||||||||||||||||||
Unaffiliated Thirdparty Accredited Investors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, amount converted | $ 17,520 | |||||||||||||||||||||||||
Number of preferred Stock converted | 5,800,000 | 1,200,000 | 12,130,729 | 12,230,000 | 49,450,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued for services rendered | 3,007,146 | |||||||||||||||||||||||||
Chief Executive Officer [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued for services rendered | 100,000 | 100,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Issuance of promissory note | $ 60,000 | |||||||||||||||||||||||||
Number of common stock cancelled | 155,471,605 | |||||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of preferred Stock converted | 55,555 | |||||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of preferred Stock converted | 6,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, shares converted | 55,555,000 | 30,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Unaffiliated Thirdparty Accredited Investors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, amount converted | $ 100,000 | $ 62,966 | $ 7,000 | $ 49,259 | $ 51,388 | $ 3,900 | $ 15,000 | $ 18,500 | $ 16,900 | $ 14,550 | $ 38,925 | $ 63,734 | $ 26,031 | |||||||||||||
Conversion of stock, shares converted | 400,000,000 | 155,471,605 | 46,666,667 | 164,198,867 | 599,867,533 | 93,000,000 | 300,000,000 | 370,000,000 | 338,000,000 | 306,000,000 | 768,225,915 | 1,262,266,666 | 276,163,333 | |||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued for services rendered | 500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Roland H Malo [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued for compensation | 250,000,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, shares converted | 34,000,000 | 441,977,932 | ||||||||||||||||||||||||
Subsequent Event [Member] | Board Of Directors [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued for compensation | 25,000,000 | |||||||||||||||||||||||||
Number of restricted common shares issued | 23,574,570 | |||||||||||||||||||||||||
Subsequent Event [Member] | Unaffiliated Thirdparty Accredited Investors One [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, amount converted | $ 54,934 | |||||||||||||||||||||||||
Conversion of stock, shares converted | 73,246,253 | |||||||||||||||||||||||||
Subsequent Event [Member] | Unaffiliated Thirdparty Accredited Investors Two [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Conversion of stock, amount converted | $ 52,021 | |||||||||||||||||||||||||
Conversion of stock, shares converted | 115,602,222 | |||||||||||||||||||||||||
Number of restricted common shares issued | 40,000,000 | |||||||||||||||||||||||||
Number of common stock cancelled | 10,000 |