Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Mar. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Berkshire Homes, Inc. | |
Entity Central Index Key | 1505124 | |
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 | 1,572,002 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Properties | ||
Properties under development | $4,963,545 | $1,914,762 |
Properties held for sale | 932,171 | |
Properties, net | 5,895,716 | 1,914,762 |
Cash and equivalents | 353,685 | 146,048 |
Prepaid expenses | 5,000 | |
Assets related to discontinued operations, net of accumulated depreciation of $24,923 | 2,634,247 | 0 |
Vehicle, net of accumalated depreciation of $1,229 | 28,271 | 0 |
Deferred financing costs | 5,322 | 15,147 |
TOTAL ASSETS | 8,922,241 | 2,075,957 |
LIABILITIES AND STOCKHOLDERS DEFICIT | ||
Accounts payable and accrued liabilities | 26,529 | 17,438 |
Accured interest | 373,544 | 60,753 |
Accounts payable to related parties | 494,020 | 494,020 |
Advances due to related party | 275 | |
Advances due to Cannabis-Rx, Inc. | 149,472 | 50,496 |
Promissory notes | 9,150,000 | 2,650,000 |
Total liabilities | 10,193,565 | 3,272,982 |
Stockholders Deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 2,000,000 and nil shares issued and outstanding | 200 | |
Common Stock, $0.0001 par value, 500,000,000 shares authorized, 1,572,000 and 2,152,000 shares issued and outstanding | 157 | 215 |
Additional paid-in capital | 168,243 | 148,385 |
Preferred share subscription receivable | -20,000 | |
Accumulated Deficit | -1,419,924 | -1,345,625 |
Total Stockholders Deficit | -1,271,324 | -1,197,025 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $8,922,241 | $2,075,957 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Discontinued Operations, accumulated depreciation | $24,923 | |
Vehicle accumulated depreciation | $1,229 | |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 2,000,000 | |
Preferred stock, outstanding shares | 2,000,000 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 1,572,002 | 2,152,000 |
Common stock, outstanding shares | 1,572,002 | 2,152,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
REVENUES | ||
Property sales | $5,351,300 | |
REVENUES | 5,351,300 | |
COST OF SALES | ||
Property costs | 4,878,092 | |
COST OF SALES | 4,878,092 | |
GROSS PROFIT | 473,208 | |
EXPENSES | ||
Depreciation | 1,229 | |
Consulting fees | 12,000 | 1,000 |
Insurance | 9,772 | |
General and administrative | 51,066 | 56,220 |
Professional fees | 68,375 | 55,711 |
Management fees and expenses | 116,656 | 106,250 |
TOTAL EXPENSES | 259,098 | 219,181 |
INCOME (LOSS) FROM OPERATIONS | 214,110 | -219,181 |
OTHER INCOME (EXPENSE) | ||
Interest expense | -322,617 | -111,386 |
Loss on extinguishment of liabilities | -35,715 | |
TOTAL OTHER INCOME (EXPENSE) | -322,617 | -147,101 |
LOSS FROM CONTINUING OPERATIONS | -108,507 | |
INCOME FROM DISCONTINUED OPERATIONS | 34,208 | |
NET LOSS | ($74,299) | ($366,282) |
NET INCOME PER SHARE BASIC AND DILUTED FROM CONTINUING OPERATIONS | $0.07 | $0.26 |
NET LOSS PER SHARE BASIC AND DILUTED FROM DISCONTINUED OPERATIONS | $0.02 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED | 1,668,667 | 1,384,877 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Nov. 30, 2012 | $90 | $23,510 | ($979,343) | ($955,743) | |
Beginning Balance, Shares at Nov. 30, 2012 | 902,002 | ||||
Common stock issued for accrued interest, Shares | 125,000 | ||||
Common stock issued for accured interest, Amount | 125 | 124,875 | 125,000 | ||
Net loss | -366,282 | -366,282 | |||
Ending Balance, Amount at Nov. 30, 2013 | 215 | 148,385 | -1,345,625 | -1,197,025 | |
Ending Balance, Shares at Nov. 30, 2013 | 2,152,002 | ||||
Voluntary surrender of shares of cancellaton, Shares | -580,000 | ||||
Voluntary surrender of shares of cancellation, Amount | -58 | 58 | |||
Preferred shares, Shares | 2,000,000 | ||||
Preferred shares, Amount | 200 | 19,800 | |||
Net loss | -74,299 | -74,299 | |||
Ending Balance, Amount at Nov. 30, 2014 | $200 | $157 | $168,243 | ($1,419,924) | ($1,271,324) |
Ending Balance, Shares at Nov. 30, 2014 | 2,000,000 | 1,572,002 |
STATEMENT_OF_STOCKHOLDERS_EQUI1
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) (Parenthetical) (USD $) | Jun. 25, 2011 | Sep. 10, 2011 | Nov. 18, 2011 |
Issuance 1 | |||
Common Stock, par or stated value per share | $0.00 | ||
Issuance 2 | |||
Common Stock, par or stated value per share | $0.01 | ||
Issuance 3 | |||
Common Stock, par or stated value per share | $0.02 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET LOSS | ($74,299) | ($366,282) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 26,152 | |
Amortization of deferred financing costs | 9,826 | 4,503 |
Loss on extinguishment of liabilities | 35,715 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -5,000 | |
Inventory of properties under development | -3,980,954 | -1,914,762 |
Accounts payable | 7,089 | -13,146 |
Accrued interest | 312,792 | 111,386 |
Accounts payable related party | 7,788 | |
Net Cash Used in Operating Activities | -3,702,394 | -2,134,798 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related parties | -392 | |
Deferred financing costs | -19,650 | |
Issuance of promissory notes | 6,500,000 | 2,250,000 |
Advances from Cannabis-Rx, Inc. | 99,093 | 50,496 |
Net Cash Provided by Financing Activities | 6,598,701 | 2,280,846 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of vehicle | -29,500 | |
Acquisition of properties held for rental | -2,659,170 | |
Net Cash Used by Investing Activities | -2,688,670 | |
Net Change in cash | 207,637 | 146,048 |
Cash and Cash equivalents, beginning of period | 146,048 | |
Cash and Cash equivalents, end of period | 353,685 | 146,048 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH TRANSACTIONS | ||
Accrued interest converted to shares | 0 | 89,285 |
Preferred shares subscription | 20,000 | 0 |
Cancellation of common shares | $58 |
DESCRIPTION_OF_BUSINESS_AND_BA
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | Description of Business |
Berkshire Homes, Inc. (the “Company”) was incorporated in Nevada on June 2, 2010. | |
The Company operated an agricultural consulting business until November 16, 2012 when upon change of management the Company changed its business focus to acquisition, rehabilitation and sale or lease of distressed residential real estate in the United States. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain prior period amounts have been reclassified to conform to current period presentation. | |
Principles of Consolidation | |
The consolidated financial statements include the financial information of Berkshire Homes, Inc. and its wholly owned subsidiary, LCM9 Holdings, LLC. All significant inter-company accounts and transactions have been eliminated. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses, and due to related parties. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At November 30, 2014, the Company had $353,685 (2013 - $146,048) of unrestricted cash to be used for future business operations. | |
Concentrations of Credit Risk | |
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Stock-Based Compensation | |
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2014, there have been no interest or penalties incurred on income taxes. | |
Capital assets | |
Vehicle assets are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a three year period. | |
Properties held for rental are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a 39 year period. | |
Revenue Recognition | |
The Company recognizes revenues from property sales on the date when all terms and conditions have been completed and payment has been received, and title has been transferred to the purchaser. | |
Rental revenue, net of any concessions, is recognized on a straight-line basis over the term of the lease, which is not materially different than if it were recorded when due from tenants and recognized monthly as it is earned. | |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. | |
Properties | |
Transactions in which properties for resale are purchased that are not subject to an existing lease are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition fees. Inventory of property held for restoration and resale are valued at the lower of cost and net realizable value. Properties that are acquired either subject to an existing lease or as part of a portfolio level transaction are treated as a business combination under ASC 805, Business Combinations, and, as such, are recorded at fair value, allocated to land, building and the existing lease, if applicable, based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building | |
The value of acquired lease-related intangibles is estimated based upon the costs we would have incurred to lease the property under similar terms. Such costs are capitalized and amortized over the remaining life of the lease. Acquired leases are generally short-term in nature (less than one year). | |
Properties held for sale and discontinued operations | |
Properties are classified as held for sale when they meet the applicable GAAP criteria, including, but not limited to, the availability of the home for immediate sale in its present condition, the existence of an active program to locate a buyer and the probable sale of the home within one year. Properties classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell, and are presented separately in properties held for sale within the consolidated balance sheets. | |
The results of operations of leased and operating properties that have either been sold or classified as held for sale, if material, are reported in the consolidated statements of operations as discontinued operations for both current and prior periods presented through the date of the applicable disposition. Gains on dispositions of properties that have been in operation are included in "Income from discontinued operations," whereas gains on dispositions of properties with no historical or immaterial operating results are included in other revenues within the consolidated statements of operations. | |
Leasing Costs | |
Direct and incremental costs incurred to lease properties are capitalized and amortized over the term of the leases, which generally have a term of one year. | |
Recent Accounting Pronouncements | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. |
RENTAL_REVENUES
RENTAL REVENUES | 12 Months Ended |
Nov. 30, 2014 | |
Leases [Abstract] | |
RENTAL REVENUES | Our rental properties are rented under non-cancelable lease agreements with a term of one year. Future minimum rental revenues under leases existing on the properties as of November 30, 2014 were as follows: |
2015 $ 103,750 |
RELATED_PARTY_TRANSATIONS
RELATED PARTY TRANSATIONS | 12 Months Ended |
Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSATIONS | During the years ended November 30, 2014 and 2013, the Company incurred management fees and expenses of $116,657 to its officers and $106,250 to its sole officer at the time, respectively. |
As of November 30, 2014 and 2013, the Company had a payable of $482,243 owed to Bay Capital A.G., who became a related party during 2013 by obtaining majority ownership and $11,777 owed to the Chief Executive Officer of the Company. | |
During 2013, Cannabis-Rx Inc., an entity with common ownership and management, advanced an aggregate of $50,496 to us which was outstanding as of November 30, 2013. In addition, in 2014, Cannabis advanced an additional $99,093 to us, $117 of which was written off as the of the year ended November 30, 2014. As at November 30, 2014, the total advances from Cannabis was $149,472. | |
The amounts due to these related parties are due on demand, non-interest bearing and unsecured. |
PROMISSORY_NOTES
PROMISSORY NOTES | 12 Months Ended |
Nov. 30, 2014 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | On June 13, 2013, the Company borrowed $2,150,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on June 13, 2015. In connection with the note, the Company paid a fee of $19,650 to a third party which was recorded as deferred financing costs and is being amortized to interest expense over the life of the loan using the effective interest rate method. During the period ended November 30, 2014, amortization expense of $9,824 was recognized and unamortized financing costs of $5,323 are deferred on the balance sheet. |
On June 27, 2013, the Company borrowed $500,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on June 27, 2015. | |
On April 21, 2014, the Company borrowed $4,500,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on April 21, 2016. | |
On June 23, 2014, the Company borrowed $2,000,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on June 23, 2016. |
COMMON_STOCK
COMMON STOCK | 12 Months Ended |
Nov. 30, 2014 | |
Equity [Abstract] | |
COMMON STOCK | On January 11, 2013, the Company amended and restated its Articles of Incorporation and increased the Company’s authorized capital stock from 75,000,000 shares of Common Stock, par value $0.001 per share, and no Preferred Stock to 500,000,000 shares of Common Stock, par value $0.0001 per share, and 20,000,000 shares of “blank-check” Preferred Stock, par value $0.0001 per share. |
On July 19, 2013, the Company issued 1,250,000 shares of common stock valued at $ 125,000 to repay of $ 89,285. This resulted in a loss on extinguishments of debt of $ 35,715. | |
On February 12, 2014, the Company authorized a class of Series A preferred stock consisting of 5,000,000 shares with a par value of $ 0.0001 per share. On February 12, 2014, the Company issued 2,000,000 such shares for cash of $20,000. As of November 30, 2014, the Company had not received the proceeds of the share subscription and the proceeds have been recorded as share subscriptions receivable. | |
During the year ended November 30, 2014, the sole director and officer returned an aggregate of 580,000 common shares to the Company and they were cancelled. | |
On October 21, 2014, the Board of directors of the Company authorized a 100:1 reverse stock split of the common stock of the Company. The financial statements herein have been retroactively restated to reflect the reverse stock split. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Nov. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | The company adopted the provision of ASC740, “Accounting for Income Taxes”. Pursuant to ASC740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely that not that it will utilize the net operating losses carried forward in future years. | |||||||
Deferred tax assets consisted of the following as of November 30, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Deferred Tax Assets: | ||||||||
Net operating loss | $ | 482,774 | $ | 470,969 | ||||
Valuation allowance | (482,774 | ) | (470,969 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
The cumulative net operating loss carryforward is approximately $1,419,924 as of November 30, 2014 and it will begin to expire in the year 2030. The valuation allowance for deferred tax assets as of November 30, 2013 was $470,969. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2014. |
ACQUISITION
ACQUISITION | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Business Combinations [Abstract] | ||||
ACQUISITION | On June 27, 2014, the Company acquired a 100% ownership interest in a property located in Tallahassee, Florida at an auction for a purchase price of $2,500,000 and rehabilitation expenses of $159,170 for a total of $2,659,170. The property consisted of 56 residential units consisting of one and two bedrooms. There were preexisting leases. However, due to the short-term nature of the leases, no value was assigned to them. The property was purchased for the purpose of resale after renovations. Offers for the purchase of the property have been received. On February 2, 2015, a written offer for $3,500,000 has been executed. | |||
The following table summarizes the preliminary estimated fair values of the assets and liabilities acquired as part of the Tallahasee purchase: | ||||
Land | $ | 556,000 | ||
Buildings, net and Improvements | 2,078,247 | |||
Estimated fair value of assets and liabilities acquired | $ | 2,634,247 | ||
The rental income and expenses from the discontinued operations is as follows: | ||||
Rental Income | $ | 85,080 | ||
Rental Expense | (25,993 | ) | ||
Depreciation Expense | (24,923 | ) | ||
Total rental income and expense | 34,208 | |||
The property has been classified as held for sale. As a result the assets and rental income have been presented as discontinued operations in the financial statements. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In accordance with ASC 855-10, the Company has analyzed its operations subsequent to November 30, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, except as noted below. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain prior period amounts have been reclassified to conform to current period presentation. |
Principles of Consolidation | The consolidated financial statements include the financial information of Berkshire Homes, Inc. and its wholly owned subsidiary, LCM9 Holdings, LLC. All significant inter-company accounts and transactions have been eliminated. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses, and due to related parties. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At November 30, 2014, the Company had $353,685 (2013 - $146,048) of unrestricted cash to be used for future business operations. |
Concentrations of Credit Risk | The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Stock-Based Compensation | The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. |
Income Taxes | Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2014, there have been no interest or penalties incurred on income taxes. |
Capital Assets | Vehicle assets are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a three year period. |
Properties held for rental are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a 39 year period. | |
Revenue Recognition | The Company recognizes revenues from property sales on the date when all terms and conditions have been completed and payment has been received, and title has been transferred to the purchaser. |
Rental revenue, net of any concessions, is recognized on a straight-line basis over the term of the lease, which is not materially different than if it were recorded when due from tenants and recognized monthly as it is earned. | |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. |
Properties | Transactions in which properties for resale are purchased that are not subject to an existing lease are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition fees. Inventory of property held for restoration and resale are valued at the lower of cost and net realizable value. Properties that are acquired either subject to an existing lease or as part of a portfolio level transaction are treated as a business combination under ASC 805, Business Combinations, and, as such, are recorded at fair value, allocated to land, building and the existing lease, if applicable, based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building |
The value of acquired lease-related intangibles is estimated based upon the costs we would have incurred to lease the property under similar terms. Such costs are capitalized and amortized over the remaining life of the lease. Acquired leases are generally short-term in nature (less than one year). | |
Properties held for sale and discontinued operations | Properties are classified as held for sale when they meet the applicable GAAP criteria, including, but not limited to, the availability of the home for immediate sale in its present condition, the existence of an active program to locate a buyer and the probable sale of the home within one year. Properties classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell, and are presented separately in properties held for sale within the consolidated balance sheets. |
The results of operations of leased and operating properties that have either been sold or classified as held for sale, if material, are reported in the consolidated statements of operations as discontinued operations for both current and prior periods presented through the date of the applicable disposition. Gains on dispositions of properties that have been in operation are included in "Income from discontinued operations," whereas gains on dispositions of properties with no historical or immaterial operating results are included in other revenues within the consolidated statements of operations. | |
Leasing Costs | Direct and incremental costs incurred to lease properties are capitalized and amortized over the term of the leases, which generally have a term of one year. |
Recent Accounting Pronouncements | The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Nov. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities | 2014 | 2013 | ||||||
Deferred Tax Assets: | ||||||||
Net operating loss | $ | 482,774 | $ | 470,969 | ||||
Valuation allowance | (482,774 | ) | (470,969 | ) | ||||
Net deferred tax assets | $ | — | $ | — |
ACQUISITION_Tables
ACQUISITION (Tables) | 12 Months Ended | |||
Nov. 30, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule of Estimated Fair Values of the Assets and Liabilities Acquired | Land | $ | 556,000 | |
Buildings, net and Improvements | 2,078,247 | |||
Estimated fair value of assets and liabilities acquired | $ | 2,634,247 | ||
Schedule of Rental Income and Expenses | Rental Income | $ | 85,080 | |
Rental Expense | (25,993 | ) | ||
Depreciation Expense | (24,923 | ) | ||
Total rental income and expense | 34,208 |
DESCRIPTION_OF_BUSINESS_AND_BA1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
Date of Incorporation | 2-Jun-10 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Accounting Policies [Abstract] | ||
Cash and equivalents | $353,685 | $146,048 |
Lease term | 1 year |
RENTAL_REVENUES_Details_Narrat
RENTAL REVENUES (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2015 | |
Leases [Abstract] | ||
Lease term | 1 year | |
Future Minimum rental revenue | $103,750 |
RELATED_PARTY_TRANSATIONS_Deta
RELATED PARTY TRANSATIONS (Details Narrative) (USD $) | 12 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 29, 2014 | |
Management fees and expenses | $116,656 | $106,250 | |
Accounts payable to related parties | 494,020 | 494,020 | |
Advances due to Cannabis-Rx, Inc. | 149,472 | 50,496 | 98,976 |
Advances written off | 117 | ||
Bay Capital AG | |||
Accounts payable to related parties | 482,243 | 482,243 | |
Chief Executive Officer [Member] | |||
Accounts payable to related parties | $11,777 | $11,777 |
PROMISSORY_NOTES_Details_Narra
PROMISSORY NOTES (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Issuance of promissory notes | $6,500,000 | $2,250,000 |
Interest expense | 322,617 | 111,386 |
Amortization expense | 9,826 | 4,503 |
Long term liability | 9,150,000 | 2,650,000 |
Interest Expense | -322,617 | -147,101 |
Promissory Note 1 | ||
Date of Debt Instrument | 13-Jun-13 | |
Issuance of promissory notes | 2,150,000 | |
Interest expense | 19,650 | |
Interest rate | 5.00% | |
Amortization expense | 9,824 | |
Unamortized financing costs | 5,323 | |
Promissory Note 2 | ||
Date of Debt Instrument | 27-Jun-13 | |
Issuance of promissory notes | 500,000 | |
Interest rate | 5.00% | |
Debt Instrument, Due Date | 27-Jun-15 | |
Promissory Note 3 | ||
Date of Debt Instrument | 21-Apr-14 | |
Issuance of promissory notes | 4,500,000 | |
Interest rate | 5.00% | |
Debt Instrument, Due Date | 21-Apr-16 | |
Promissory Note 4 | ||
Date of Debt Instrument | 23-Jun-14 | |
Issuance of promissory notes | $2,000,000 | |
Interest rate | 5.00% | |
Debt Instrument, Due Date | 23-Jun-16 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | |||||
Oct. 21, 2014 | Jul. 19, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Feb. 12, 2014 | Jan. 11, 2013 | Jan. 10, 2013 | |
Equity [Abstract] | |||||||
Issuance of common shares | 1,250,000 | ||||||
Cash proceeds from common shares issuance | $125,000 | ||||||
Repayment | 89,285 | ||||||
Common Stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | 75,000,000 | |||
Common Stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | |||
Preferred Stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | 0 | |||
Preferred Stock, par value | $5,000,000 | $0.00 | |||||
Common stock, shares issued | 1,572,002 | 2,152,000 | |||||
Common stock, amount | 157 | 215 | |||||
Series A Preferred stock, par value | $5,000,000 | $0.00 | |||||
Series A Preferred stock, authorized shares | 0.0001 | ||||||
Series A Preferred stock, issued shares | 2,000,000 | ||||||
Series A Preferred stock, amount | 20,000 | ||||||
Loss on extinguishment of liabilities | $35,715 | $35,715 | |||||
Common stock, cancelled | 580,000 | ||||||
Reverse split | 100:01:00 |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Deferred tax assets: | ||
Net operating loss carry forward | $482,774 | $470,969 |
Valuation allowance | -482,774 | -470,969 |
Net deferred tax assets |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $1,419,924 | |
Valuation allowance | ($482,774) | ($470,969) |
ACQUISITION_Schedule_of_Estima
ACQUISITION - Schedule of Estimated Fair Values of the Assets and Liabilities Acquired (Details) (Tallahasee Purchase, USD $) | Nov. 30, 2014 |
Tallahasee Purchase | |
Land | $556,000 |
Buildings, net and Improvements | 2,078,247 |
Estimated fair value of assets and liabilities acquired | $2,634,247 |
ACQUISITION_Schedule_of_Rental
ACQUISITION - Schedule of Rental Income and Expenses (Tallahasee Purchase, USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Tallahasee Purchase | |
Rental Income | $85,080 |
Rental Expense | -25,993 |
Depreciation Expense | -24,923 |
Total rental income and expense | $34,208 |
ACQUISITION_Details_Narrative
ACQUISITION (Details Narrative) (Tallahasee Purchase, USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Tallahasee Purchase | |
Date of Agreement | 27-Jun-14 |
Property Purchase Price | $2,500,000 |
Property Rehabilitation Expense | 159,170 |
Depreciation Expense | -24,923 |
Estimated fair value of assets and liabilities acquired | $2,634,247 |