Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2015 | Oct. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Biopower Operations Corp | |
Entity Central Index Key | 1,510,832 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2015 | |
Current Fiscal Year End Date | --11-30 | |
Amendment Flag | false | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 42,107,680 | |
Trading Symbol | BOPO | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2015 | Nov. 30, 2014 |
Current Assets | ||
Cash | $ 52,474 | $ 15,118 |
Prepaid expenses | 7,757 | 818 |
Total Current Assets | 60,231 | 15,936 |
Equipment - net | 3,493 | 21,234 |
Security deposit | 6,937 | 11,193 |
Total Noncurrent Assets | 10,430 | 32,427 |
Total Assets | 70,661 | 48,363 |
Current Liabilities | ||
Accounts payable and accrued expenses | 407,120 | 419,090 |
Accounts payable and accrued expenses - related parties | 2,677,066 | $ 1,455,540 |
Derivative liability | 62,269 | |
Notes payable - related parties | 525 | $ 51,375 |
Notes payable | 132,500 | 155,000 |
Convertible debt, net of discount | 57,969 | $ 62,500 |
Convertible debt - related parties, net of discount | 27,405 | |
Total Current Liabilities | 3,364,854 | $ 2,143,505 |
Total Liabilities | 3,364,854 | 2,143,505 |
Stockholders' Deficit | ||
Preferred stock, $1 par value; 10,000 shares authorized; 1 share issued and outstanding | 1 | 1 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 42,107,680 shares and 41,107,680 shares, respectively, issued and outstanding | 4,212 | 4,112 |
Additional paid-in capital | 4,013,145 | 3,580,931 |
Accumulated deficit | (7,311,551) | (5,680,186) |
Total Stockholders' Deficit | (3,294,193) | (2,095,142) |
Total Liabilities and Stockholders' Deficit | $ 70,661 | $ 48,363 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2015 | Nov. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,107,680 | 41,107,680 |
Common stock, shares outstanding | 41,107,680 | 41,107,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue, net of costs | $ 7,123 | $ 14,388 | ||
General and administrative expenses | 544,123 | $ 198,360 | 1,548,627 | $ 837,375 |
Loss from operations | (537,000) | (198,360) | (1,534,239) | (837,375) |
Other income (expense) | ||||
Interest expense | (70,694) | $ (345) | (84,857) | $ (18,460) |
Loss on derivatives | $ (12,269) | $ (12,269) | ||
Consulting revenue, net of expense | $ 111,401 | |||
Total other income (expense) - net | $ (82,963) | $ (345) | $ (97,126) | (92,941) |
Net loss | $ (619,963) | $ (198,705) | $ (1,631,365) | $ (744,434) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average number of common shares outstanding during the period - basic and diluted | 41,804,859 | 30,457,275 | 41,601,737 | 30,995,808 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,631,365) | $ (744,434) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,558 | 9,256 |
Stock based compensation | 75,835 | $ 236,151 |
Loss on sale of equipment | 4,183 | |
Amortization of debt discount | 69,374 | |
Loss on derivatives | $ 12,269 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ 27,591 | |
Prepaid expenses and other current assets | $ (2,683) | 9,730 |
Accounts payable and accrued expenses | (6,991) | 273,572 |
Accounts payable and accrued expenses - related parties | $ 1,227,526 | (71,311) |
Derivative liability | 0 | |
Net Cash Used In Operating Activities | $ (244,294) | (259,445) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (4,755) | |
Net Cash Provided By Investing Activities | $ 0 | (4,755) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | 192,500 | 125,000 |
Proceeds from notes payable | $ 22,500 | 30,000 |
Proceeds from notes payable - related parties | $ 1,200 | |
Repayment of notes payable | $ 7,500 | |
Repayment notes payable - related party | (850) | |
Proceeds from issuance of common stock | 75,000 | $ 100 |
Net Cash Provided By Financing Activities | 281,650 | 156,300 |
Net Increase (Decrease) in Cash | 37,356 | (107,900) |
Cash - Beginning of Period | 15,118 | 109,172 |
Cash - End of Period | $ 52,474 | $ 1,272 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income Taxes | ||
Interest | ||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Related party accounts payable settled by sale of asset to related party | $ 6,000 | |
Accrued expenses converted to convertible debt | 4,979 | |
Reclassification of note payable from convertible to non convertible | 62,500 | |
Reclassification of note payable from non convertible to convertible | 100,000 | |
Reclassification of related note payable from non convertible to convertible | 50,000 | |
Debt discount recorded on convertible debt | 216,979 | |
Debt discount recorded on convertible debt - related party | 34,500 | |
Debt discount recorded on derivative on convertible debt | 62,269 | |
Debt converted | $ 30,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Aug. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (SEC). Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is our opinion, however, that the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2014 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Managements Discussion and Analysis, for the years ended November 30, 2014 and 2013. The financial information as of August 31, 2015 is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended November 30, 2014. The interim results for the three and nine months ended August 31, 2015 are not necessarily indicative of the results to be expected for the year ending November 30, 2015 or for any future interim periods. Derivative Liabilities Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Financial assets and liabilities recorded at fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Fair Value of Financial Instruments Level 1Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3Inputs reflecting managements best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended August 31, 2015 Level 1 Level 2 Level 3 Total Assets Securities-available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 62,270 $ 62,270 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended November 30, 2014: Level 1 Level 2 Level 3 Total Assets Securities-available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ - $ - The following table presents details of the Companys level 3 derivative liabilities as of August 31, 2015 and November 30, 2014: Amount Balance November 30, 2014 $ - Debt discount originated from derivative liabilities 50,000 Initial loss recorded 61,074 Change in fair market value of derivative liabilities (48,805 ) Balance August 31, 2015 $ 62,269 |
Going Concern
Going Concern | 9 Months Ended |
Aug. 31, 2015 | |
Going Concern [Abstract] | |
Going Concern | Note 2. Going Concern As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,631,365 and net cash used in operations of $244,294 for the nine months ended August 31, 2015. Additionally, the Company had a working capital deficit of $3,304,623 and a stockholders deficit of $3,294,193 at August 31, 2015. These factors raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on Managements plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt and/or equity financings. The Company will likely rely upon related party debt and/or equity financing in order to ensure the continuing existence of the business. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Equipment
Equipment | 9 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 3. Equipment At August 31, 2015 and November 30, 2014, equipment consists of the following: 2015 2014 Estimated Useful Life Computer Equipment $ 27,760 $ 27,760 5 years Testing Equipment - 20,366 3 years Less: Accumulated depreciation (24,267 ) (26,892 ) Equipment, net $ 3,493 $ 21,234 |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 9 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 4. Notes Payable and Convertible Debt Notes payable consists of the following: Balance Interest Rate Maturity Balance - November 30, 2014 $ 155,000 8 % Various Reclassification of convertible debt to notes payable 62,500 8 % Due on Demand Borrowings 7,500 8 % September 1, 2015 Borrowings 15,000 8 % July 14, 2015 Repayment of note payable (7,500 ) Reclassification of debt to convertible debt (100,000 ) $ 132,500 In December, 2014 a third party investor combined two previous loans dated July 2, 2013 and September 11, 2014 for $18,000 and $5,000, respectively, into a new loan of $23,000, at 8% interest. The $23,000 note payable and $20,000 note payable from the period ending November 30, 2014, was reclassified as convertible debt on July 24, 2015. (See Note 4- Convertible Debt). In May, 2015 a third party investor advanced $7,500, at 8% interest, which is due on September 1, 2015. On May 13, 2015 a third party investor advanced $30,000 of which $15,000 was not convertible. The loan was due on or before July 14, 2015, at 8% interest. The non-convertible portion of the debt was reclassified as convertible debt on July 24, 2015 (See Note 4- Convertible Debt). Only July 24, 2015 a third party investor combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively, along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. (See Note 4- Convertible Debt). Convertible debt consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2014 $ 62,500 8 % $ 0.10 Reclassification to notes payable (62,500 ) Borrowings 7,500 8 % December 30, 2015 $ 0.12 Borrowings 15,000 8 % July 14, 2015 $ 0.15 Reclassification of notes payable to convertible debt 100,000 8 % December 30, 2015 $ 0.15 Borrowings 50,000 8 % December 30, 2016 $ 0.15 Borrowings 120,000 8 % December 30, 2015 $ 0.15 Accrued interest added to convertible debt 4,979 8 % December 30, 2015 $ 0.15 Conversion of borrowings to equity (30,000 ) Debt discount (209,510 ) Balance August 31, 2015 $ 57,969 On December 30, 2014 a third party investor advanced $7,500 due on or before December 30, 2015. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.12. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $5,000 as a discount to the loan and a corresponding increase to additional paid in capital. On May 13, 2015 a third party investor advanced $30,000 due on or before July 15, 2015. Pursuant to the agreement, the investor was allowed to convert 50% of the debt at a share price of $0.15. The loan was later modified to allow for the conversion of the entire debt. In the third quarter, the $30,000 loan was converted into 200,000 shares at $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional paid in capital. Only July 24, 2015 a third party investor combined a note in the amount of $23,000, dated December 1, 2014, along with a note in the amount of $20,000, dated October 14, 2014 and accrued interest of $2,531, into one note in the amount of $45,531, due December 30, 2015. The loan renewal and modification allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $10,882 as a discount to the loan and a corresponding increase to additional paid in capital. (See Note 4-Note payable). Only July 24, 2015 a third party investor combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively, along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. The loan renewal and modification allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $10,623 as a discount to the loan and a corresponding increase to additional paid in capital. (See Note 4- Note payable). In July, 2015, the Company entered into various convertible debt agreements totaling $120,000 at 8% interest, due on December 30, 2015. The debt is convertible into common shares of stock at a conversion price of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $120,000 as a discount to the loan and a corresponding increase to additional paid in capital. In July, 2015, the Company entered into convertible debt agreements totaling $50,000 at 8% interest, due on December 30, 2016. The debt is convertible into common shares of stock at a conversion price of $0.15 per share. On this date the Company recorded a debt discount of $50,000 from the initial valuation of the derivative liability of $111,074 and an initial loss on the derivative liability of $61,074 based on the Black Sholes pricing model. The fair value of the derivative liability at August 31, 2015 is $62,270, resulting in a loss on the change in fair value of the derivative of $48,805. The note is shown net of a derivative debt discount of $3,707 at August 31, 2015. (See Note 6). Accrued interest on notes payable and convertible debt at August 31, 2015 and November 30, 2014 amounted to $16,401 and $9,009, respectively, which is included as a component of accounts payable and accrued expenses. Interest expense on notes payable and convertible debt with third parties amounted to $60,375 and $690 for the three months ended August 31, 2015 and 2014, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Aug. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Notes payable to related parties at August 31, 2015 and November 30, 2014 is $525 and $51,375, respectively. Convertible notes payable to related parties is $50,000 at August 31, 2015, with a corresponding debt discount of $22,595 for a net amount of $27,405. Accrued interest at August 31, 2015 and November 30, 2014, amounted to $3,434 and $190, respectively and is a component of accounts payable and accrued expenses related parties. Interest expense on notes payable to related parties amounted to $10,319 and $(1) for the three months ended August 31, 2015 and August 31, 2014, respectively. On November 5, 2014, the Director of Business Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to December 30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with any new loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor loaned the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the directors $50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May 13, 2015, another third party investor loaned the Company $15,000 with conversion rights at $0.15 per share. Therefore, effective May 13, 2015, an additional $15,000 of the directors $50,000 note payable was reclassified to convertible debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional paid in capital. On July 24, 2015, a third party investor loaned the Company $30,000 with conversion rights at $0.15 per share. Therefore, effective July 24, 2015, the remainder of the directors $50,000 note payable was reclassified to convertible debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional paid in capital. In May, 2015, a director purchased the Companys testing equipment for $6,000. The Company solicited bids for the sale of the equipment, which was no longer used in its business, and the director was the highest bidder. The company recognized a loss on the sale of $4,183 on the sale. The Company has separated accounts payable and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation, health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other related business expenses. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Aug. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 6. Derivative Liabilities On July 23, 2015, the Company entered into a convertible loan agreement with an investor. The Company received a total of $50,000 which bears interest at 8% per annum and is due on December 30, 2016. Interest shall accrue from the advancement date and shall be payable on December 30, 2016. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.15 per share. If an equity transaction occurs at a price below $0.15, then the conversion price will adjust to such price. On this date of issuance, the Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $111,074 and initial loss on derivative liability of $61,074 based on the Black Scholes pricing model. As of August 31, 2015, $3,707 of the debt discount has been amortized. The fair value of the derivative liability at August 31, 2015 is $62,269 resulting in a loss on the change in fair value of the derivative of $48,805. The Note is shown net of a derivative debt discount of $3,707 at August 31, 2015. (See Note 4- Convertible Debt). Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instrument is carried initially and subsequently at its fair values. We estimated the fair value of the derivative on the inception date, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments. As a result of the application of ASC No. 815 in period ended August 31, 2015 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 50,000 Initial loss recorded 61,074 Change in fair market value of derivative liabilities (48,805 ) Balance August 31, 2015 $ 62,269 The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of August 31, 2015 and commitment date: Commitment Date August 31, 2015 Expected dividends - - Expected volatility 296.84 % 307.16 % Expect term 1.44 1.33 Risk free interest rate 0.33 % 0.39 % |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Aug. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 7. Stockholders Deficit For the nine months ended August 31, 2015: The Company issued 500,000 shares of stock to unrelated third parties for cash totaling $60,000, at a price of $0.12 per share. On May 1, 2015 the Company issued 50,000 shares of common stock to a Consultant for services to be provided over a twelve month period, commencing May 1, 2015. The shares are valued at $2,500. In addition, the Company shall pay to the Consultant a commission to be determined on a case by case basis for the opportunities accepted by the Company introduced by the Consultant. The shares were valued at $2,500 On July 13, 2015, a third party investor exercised their right and converted 50% of their $30,000 loan into 100,000 common shares of stock at a price of $0.15. In July, 2015, the Company accepted a common stock subscription for 100,000 shares of common stock at $0.15 per share or $15,000. On August 10, 2015 the Company issued 150,000 shares of common stock to a Consultant for services to be provided over a twelve month period, commencing August 10, 2015. The shares were valued at $73,335. In addition, the Company shall pay to the Consultant a commission to be determined on a case by case basis for the opportunities accepted by the Company introduced by the Consultant. On August 10, 2015, a third party investor exercised his right and converted 50% of a $30,000 loan into 100,000 common shares of stock at a price of $0.15. There are 42,107,680 and 41,107,680 shares issued and outstanding at August 31, 2015 and November 30, 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Commitments Employment Agreements Officers and Directors As of November 30, 2014, the Company had employment agreements with certain officers and directors (two individuals) containing the following provisions: Term of contract 4 years, expiring on November 30, 2018 Salary $275,000 commencing December 1, 2014 Salary deferral All salaries will be accrued but may be paid from the Companys available cash flow funds. Annual Salaries: Name Starting Dec. 1, 2014 2014-15 2015-2016 2016-2017 Robert Kohn $ 275,000 $ 325,000 $ 375,000 Bonnie Nelson $ 275,000 $ 325,000 $ 375,000 The accrued officers and directors payroll at August 31, 2015 is $1,656,082. Lease Agreement On June 3, 2013, the Company entered into a new lease agreement with its current landlord. The lease is for a 24 month period, expiring on May 31, 2015 , and requires monthly base rental payments of $ 4,000 for the period from June 1, 2013 through May 31, 2014 and $ 4,080 for the period from June 1, 2014 through May 31, 2015 plus adjustments for Common Area Expenses. On May 29, 2015, the Company Amended the lease agreement extending it for an additional 12 month period, expiring on May 31, 2016, and requiring monthly base rental payments of $4,583 plus adjustments for Common Area Expenses. Rent expense was $39,781 and $33,317 for the nine month period ended August 31, 2015 and August 31, 2014, respectively. Contingencies From time to time, the Company may be involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Aug. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended August 31, 2015 Level 1 Level 2 Level 3 Total Assets Securities-available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 62,270 $ 62,270 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended November 30, 2014: Level 1 Level 2 Level 3 Total Assets Securities-available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ - $ - |
Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level Three Inputs | The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of August 31, 2015 and commitment date: Commitment Date August 31, 2015 Expected dividends - - Expected volatility 296.84 % 307.16 % Expect term 1.44 1.33 Risk free interest rate 0.33 % 0.39 % |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Components of Equipment | At August 31, 2015 and November 30, 2014, equipment consists of the following: 2015 2014 Estimated Useful Life Computer Equipment $ 27,760 $ 27,760 5 years Testing Equipment - 20,366 3 years Less: Accumulated depreciation (24,267 ) (26,892 ) Equipment, net $ 3,493 $ 21,234 |
Notes Payable and Convertible16
Notes Payable and Convertible Debt (Tables) | 9 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Balance Interest Rate Maturity Balance - November 30, 2014 $ 155,000 8 % Various Reclassification of convertible debt to notes payable 62,500 8 % Due on Demand Borrowings 7,500 8 % September 1, 2015 Borrowings 15,000 8 % July 14, 2015 Repayment of note payable (7,500 ) Reclassification of debt to convertible debt (100,000 ) $ 132,500 |
Schedule of Convertible Debt | Convertible debt consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2014 $ 62,500 8 % $ 0.10 Reclassification to notes payable (62,500 ) Borrowings 7,500 8 % December 30, 2015 $ 0.12 Borrowings 15,000 8 % July 14, 2015 $ 0.15 Reclassification of notes payable to convertible debt 100,000 8 % December 30, 2015 $ 0.15 Borrowings 50,000 8 % December 30, 2016 $ 0.15 Borrowings 120,000 8 % December 30, 2015 $ 0.15 Accrued interest added to convertible debt 4,979 8 % December 30, 2015 $ 0.15 Conversion of borrowings to equity (30,000 ) Debt discount (209,510 ) Balance August 31, 2015 $ 57,969 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Aug. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Conversion Feature | As a result of the application of ASC No. 815 in period ended August 31, 2015 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 50,000 Initial loss recorded 61,074 Change in fair market value of derivative liabilities (48,805 ) Balance August 31, 2015 $ 62,269 |
Schedule of Fair Value Assumptions of Commitment and Re-measurement Dates For Derivative Liabilities | The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of August 31, 2015 and commitment date: Commitment Date August 31, 2015 Expected dividends - - Expected volatility 296.84 % 307.16 % Expect term 1.44 1.33 Risk free interest rate 0.33 % 0.39 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Employees Compensation | Annual Salaries: Name Starting Dec. 1, 2014 2014-15 2015-2016 2016-2017 Robert Kohn $ 275,000 $ 325,000 $ 375,000 Bonnie Nelson $ 275,000 $ 325,000 $ 375,000 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Financial Assets and Liabilities Measured at Fair Value Recurring Basis (Details) - USD ($) | Aug. 31, 2015 | Nov. 30, 2014 |
Securities - available for sale | ||
Derivative Financial Instruments | $ 62,270 | |
Level 1 [Member] | ||
Securities - available for sale | ||
Derivative Financial Instruments | ||
Level 2 [Member] | ||
Securities - available for sale | ||
Derivative Financial Instruments | ||
Level 3 [Member] | ||
Securities - available for sale | ||
Derivative Financial Instruments | $ 62,270 |
Basis of Presentation - Sched20
Basis of Presentation - Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level Three Inputs (Details) | 9 Months Ended |
Aug. 31, 2015USD ($) | |
Balance November 30, 2015 | |
Debt discount originated from derivative liabilities | $ 50,000 |
Initial loss recorded | 61,074 |
Change in fair market value of derivative liabilities | (48,805) |
Balance August 31, 2015 | $ 62,269 |
Level 3 [Member] | |
Balance November 30, 2015 | |
Debt discount originated from derivative liabilities | $ 50,000 |
Initial loss recorded | 61,074 |
Change in fair market value of derivative liabilities | (48,805) |
Balance August 31, 2015 | $ 62,269 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Nov. 30, 2014 | |
Going Concern [Abstract] | |||||
Net loss | $ 619,963 | $ 198,705 | $ 1,631,365 | $ 744,434 | |
Net cash used in operations | 244,294 | $ 259,445 | |||
Working capital deficit | 3,304,623 | 3,304,623 | |||
Stockholders' deficit | $ 3,294,193 | $ 3,294,193 | $ 2,095,142 |
Equipment - Components of Equip
Equipment - Components of Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Nov. 30, 2014 | |
Computer Equipment | $ 27,760 | $ 27,760 |
Testing Equipment | 20,366 | |
Less: Accumulated depreciation | $ (24,267) | (26,892) |
Equipment, net | $ 3,493 | $ 21,234 |
Computer Equipment [Member] | ||
Estimated Useful Life | 5 years | 5 years |
Testing Equipment [Member] | ||
Estimated Useful Life | 3 years | 3 years |
Notes Payable and Convertible23
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | Jul. 30, 2015 | Jul. 24, 2015 | Jul. 13, 2015 | May. 13, 2015 | Dec. 30, 2014 | Oct. 14, 2014 | Jul. 31, 2015 | May. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2014 | Oct. 30, 2014 | Oct. 01, 2014 | Sep. 11, 2014 | Jul. 10, 2014 | Jul. 02, 2013 |
Investor advanced | $ 120,000 | ||||||||||||||||||
Percentage of debt instrument interest rate | 8.00% | ||||||||||||||||||
Notes payable | $ 132,500 | $ 132,500 | $ 155,000 | ||||||||||||||||
Debt due date | Dec. 30, 2015 | ||||||||||||||||||
Accrued interest on notes payable | 16,401 | 16,401 | 9,009 | ||||||||||||||||
Convertible debt | 27,405 | 27,405 | |||||||||||||||||
Conversion price | $ 0.15 | ||||||||||||||||||
Beneficial conversion feature | $ 120,000 | ||||||||||||||||||
Interest expense on notes payable | 60,375 | $ 690 | |||||||||||||||||
Debt discount | 69,374 | ||||||||||||||||||
Change in fair value of derivative liability | 61,074 | ||||||||||||||||||
New Loan [Member] | |||||||||||||||||||
Percentage of debt instrument interest rate | 8.00% | ||||||||||||||||||
Debt due date | Dec. 30, 2016 | ||||||||||||||||||
Convertible debt | $ 50,000 | ||||||||||||||||||
Conversion price | $ 0.15 | ||||||||||||||||||
Debt discount | $ 50,000 | 3,707 | |||||||||||||||||
Derivative liability | 111,074 | $ 62,270 | 62,270 | ||||||||||||||||
Change in fair value of derivative liability | $ 61,074 | $ 48,805 | |||||||||||||||||
Third Party Investors [Member] | |||||||||||||||||||
Convertible debt | $ 30,000 | ||||||||||||||||||
Conversion price | $ 0.15 | $ 0.12 | |||||||||||||||||
Beneficial conversion feature | $ 5,000 | ||||||||||||||||||
Debt conversion number of shares converted | 100,000 | ||||||||||||||||||
Third Party Investors [Member] | New Loan [Member] | |||||||||||||||||||
Investor advanced | $ 23,000 | ||||||||||||||||||
Percentage of debt instrument interest rate | 8.00% | ||||||||||||||||||
Notes payable | $ 23,000 | ||||||||||||||||||
Third Party Investors [Member] | |||||||||||||||||||
Investor advanced | $ 30,000 | $ 7,500 | $ 20,000 | $ 7,500 | $ 2,000 | $ 10,000 | $ 5,000 | $ 30,000 | $ 18,000 | ||||||||||
Percentage of debt instrument interest rate | 8.00% | 8.00% | |||||||||||||||||
Notes payable | $ 15,000 | $ 45,531 | $ 20,000 | ||||||||||||||||
Debt due date | Dec. 30, 2015 | Jul. 14, 2015 | Dec. 30, 2015 | Dec. 30, 2015 | Sep. 1, 2015 | ||||||||||||||
Accrued interest on notes payable | $ 2,531 | $ 2,448 | $ 2,448 | $ 2,448 | |||||||||||||||
Convertible debt | $ 44,448 | ||||||||||||||||||
Percentage of conversion of debt | 100.00% | ||||||||||||||||||
Conversion price | $ 0.15 | $ 0.15 | $ 0.12 | $ 0.15 | |||||||||||||||
Beneficial conversion feature | $ 10,623 | $ 2,000 | $ 5,000 | $ 10,882 | |||||||||||||||
Third Party Investors [Member] | July 15, 2015 [Member] | |||||||||||||||||||
Investor advanced | $ 30,000 | ||||||||||||||||||
Debt due date | Jul. 15, 2015 | ||||||||||||||||||
Percentage of conversion of debt | 50.00% | ||||||||||||||||||
Conversion price | $ 0.15 | ||||||||||||||||||
Beneficial conversion feature | $ 2,000 | ||||||||||||||||||
Debt conversion number of shares converted | 200,000 |
Notes Payable and Convertible24
Notes Payable and Convertible Debt - Schedule of Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | |
Beginning balance | $ 155,000 | ||
Reclassification of convertible debt to notes payable | 62,500 | ||
Borrowings matured on September 1, 2015 | 7,500 | ||
Borrowings matured on July 14, 2015 | 15,000 | ||
Repayment of note payable | (7,500) | ||
Reclassification of debt to convertible debt | (100,000) | ||
Ending balance | $ 132,500 | ||
Interest Rate | 8.00% | ||
Maturity date | Dec. 30, 2015 | ||
Interest Rate One [Member] | |||
Interest Rate | 8.00% | ||
Maturity | Various | ||
Interest Rate Two [Member] | |||
Interest Rate | 8.00% | ||
Maturity | Due on Demand | ||
Interest Rate Three [Member] | |||
Interest Rate | 8.00% | ||
Maturity date | Sep. 1, 2015 | ||
Interest Rate Four [Member] | |||
Interest Rate | 8.00% | ||
Maturity date | Jul. 14, 2015 |
Notes Payable and Convertible25
Notes Payable and Convertible Debt - Schedule of Convertible Debt (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2015 | Jul. 31, 2015 | |
Beginning balance | $ 62,500 | |
Reclassification to notes payable | (62,500) | |
Borrowings matured on December 30, 2015 | 7,500 | |
Borrowings matured on July 14, 2015 | 15,000 | |
Reclassification of notes payable to convertible debt | 100,000 | |
Borrowings matured on December 30, 2016 | 50,000 | |
Borrowings matured on December 30, 2015 | 120,000 | |
Accrued interest added to convertible debt | 4,979 | |
Conversion of borrowings to equity | (30,000) | |
Debt discount | (209,510) | |
Ending Balance | $ 57,969 | |
Interest Rate | 8.00% | |
Conversion Price | $ 0.15 | |
Interest Rate One [Member] | ||
Interest Rate | 8.00% | |
Conversion Price | $ 0.10 | |
Interest Rate Three [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.12 | |
Interest Rate Four [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Jul. 14, 2015 | |
Conversion Price | $ 0.15 | |
Interest Rate Five [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.15 | |
Interest Rate Six [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Dec. 30, 2016 | |
Conversion Price | $ 0.15 | |
Interest Rate Seven [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.15 | |
Interest Rate Eight [Member] | ||
Interest Rate | 8.00% | |
Convertible debt, Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.15 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 24, 2015 | Jul. 24, 2015 | May. 13, 2015 | Dec. 30, 2014 | Nov. 05, 2014 | Oct. 14, 2014 | Jul. 31, 2015 | May. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Jul. 13, 2015 | Nov. 30, 2014 | Oct. 30, 2014 | Oct. 01, 2014 | Sep. 11, 2014 | Jul. 10, 2014 | Jul. 02, 2013 |
Notes payable to related parties | $ 525 | $ 525 | $ 51,375 | |||||||||||||||
Convertible notes payable to related parties | 50,000 | 50,000 | ||||||||||||||||
Debt discount | 22,595 | |||||||||||||||||
Convertible debt | 27,405 | 27,405 | ||||||||||||||||
Accrued interest | 3,434 | $ 3,434 | $ 190 | |||||||||||||||
Debt instrument bearing interest | 8.00% | |||||||||||||||||
Debt instrument maturity date | Dec. 30, 2015 | |||||||||||||||||
Conversion price | $ 0.15 | |||||||||||||||||
Beneficial conversion feature | $ 120,000 | |||||||||||||||||
Investor advanced | $ 120,000 | |||||||||||||||||
Interest expense on notes payable to related parties | $ 10,319 | $ 10,319 | ||||||||||||||||
Third Party Investors [Member] | ||||||||||||||||||
Convertible debt | $ 44,448 | $ 44,448 | ||||||||||||||||
Debt instrument bearing interest | 8.00% | 8.00% | ||||||||||||||||
Debt instrument maturity date | Dec. 30, 2015 | Jul. 14, 2015 | Dec. 30, 2015 | Dec. 30, 2015 | Sep. 1, 2015 | |||||||||||||
Note payable reclassified to convertible debt | $ 30,000 | $ 30,000 | $ 15,000 | |||||||||||||||
Conversion price | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.12 | $ 0.15 | |||||||||||||
Beneficial conversion feature | $ 10,623 | $ 2,000 | $ 5,000 | $ 10,882 | ||||||||||||||
Investor advanced | $ 30,000 | 7,500 | $ 20,000 | $ 7,500 | $ 2,000 | $ 10,000 | $ 5,000 | $ 30,000 | $ 18,000 | |||||||||
Director [Member] | ||||||||||||||||||
Loan amount | $ 50,000 | |||||||||||||||||
Debt instrument bearing interest | 8.00% | |||||||||||||||||
Debt instrument maturity date | May 5, 2015 | |||||||||||||||||
Related party transaction note period extended | Dec. 30, 2015 | |||||||||||||||||
Note payable reclassified to convertible debt | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||
Conversion price | $ 0.15 | $ 0.15 | $ 0.12 | |||||||||||||||
Beneficial conversion feature | $ 2,000 | |||||||||||||||||
Purchased Company's testing equipment | 6,000 | |||||||||||||||||
Recognized a loss on sale | $ 4,183 | |||||||||||||||||
Third Party Investors [Member] | ||||||||||||||||||
Convertible debt | $ 30,000 | |||||||||||||||||
Loan amount | $ 7,500 | |||||||||||||||||
Note payable reclassified to convertible debt | $ 7,500 | |||||||||||||||||
Conversion price | $ 0.12 | $ 0.15 | ||||||||||||||||
Beneficial conversion feature | $ 5,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Jul. 23, 2015 | Jul. 31, 2015 | Aug. 31, 2015 | Nov. 30, 2014 |
Debt instrument bearing interest | 8.00% | |||
Debt instrument maturity date | Dec. 30, 2015 | |||
Conversion price | $ 0.15 | |||
Derivative liability | $ 62,270 | |||
Change in fair value of derivative liability | 61,074 | |||
Investor [Member] | ||||
Company received from investor | $ 50,000 | |||
Debt instrument bearing interest | 8.00% | |||
Debt instrument maturity date | Dec. 30, 2016 | |||
Conversion price | $ 0.15 | |||
Debt discount | $ 50,000 | 3,707 | ||
Derivative liability | 111,074 | 62,269 | ||
Change in fair value of derivative liability | $ 61,074 | $ 48,805 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Conversion Feature (Details) | 9 Months Ended |
Aug. 31, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance November 30, 2015 | |
Debt discount originated from derivative liabilities | $ 50,000 |
Initial loss recorded | 61,074 |
Change in fair market value of derivative liabilities | (48,805) |
Balance August 31, 2015 | $ 62,269 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value Assumptions of Commitment and Re-measurement Dates for Derivative Liabilities (Details) | 9 Months Ended |
Aug. 31, 2015 | |
Expected dividends | |
Expected volatility | 307.16% |
Expect term | 1 year 3 months 29 days |
Risk free interest rate | 0.39% |
Commitment Date [Member] | |
Expected dividends | |
Expected volatility | 296.84% |
Expect term | 1 year 5 months 9 days |
Risk free interest rate | 0.33% |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Aug. 10, 2015USD ($)$ / sharesshares | Jul. 13, 2015USD ($)$ / sharesshares | May. 01, 2015USD ($)shares | Aug. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2015USD ($)$ / sharesshares | Dec. 30, 2014$ / shares | Nov. 30, 2014shares |
Stockholders Equity Disclosure [Line Items] | |||||||
Convertible debt | $ | $ 27,405 | ||||||
Common stock subscription number of shares | 100,000 | ||||||
Conversion price | $ / shares | $ 0.15 | ||||||
Common stock subscription number of shares, value | $ | $ 15,000 | ||||||
Common stock shares issued for service | 150,000 | ||||||
Common stock value issued for service | $ | $ 73,335 | ||||||
Common stock, shares issued | 41,107,680 | 41,107,680 | |||||
Common stock, shares outstanding | 41,107,680 | 41,107,680 | |||||
Third Party Investors [Member] | |||||||
Stockholders Equity Disclosure [Line Items] | |||||||
Convertible debt | $ | $ 30,000 | ||||||
Debt conversion percentage | 0.50 | ||||||
Debt conversion loan into common shares | 100,000 | ||||||
Conversion price | $ / shares | $ 0.15 | $ 0.12 | |||||
Unrelated Third Parties [Member] | |||||||
Stockholders Equity Disclosure [Line Items] | |||||||
Stock issued during period for cash, shares | 500,000 | ||||||
Stock issued during period for cash | $ | $ 60,000 | ||||||
Stock issuance price per share | $ / shares | $ 0.12 | ||||||
Convertible debt | $ | $ 30,000 | ||||||
Debt conversion percentage | 0.50 | ||||||
Debt conversion loan into common shares | 100,000 | ||||||
Conversion price | $ / shares | $ 0.15 | ||||||
Consultant [Member] | |||||||
Stockholders Equity Disclosure [Line Items] | |||||||
Stock issued during period for cash, shares | 50,000 | ||||||
Stock issued during period for cash | $ | $ 2,500 |
Commitments and Contingencies31
Commitments and Contingencies (Details Narrative) - USD ($) | May. 29, 2015 | Nov. 30, 2014 | Jun. 03, 2013 | Aug. 31, 2015 | Aug. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Rent expense | $ 39,781 | $ 33,317 | |||||
Lease Agreement [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Lease expiration date | May 31, 2016 | May 31, 2015 | |||||
Lease term | 12 months | 24 months | |||||
Rent expense | $ 4,583 | $ 4,080 | $ 4,000 | ||||
Two Individuals [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Employment contract term | 4 years | ||||||
Lease expiration date | Nov. 30, 2018 | ||||||
Salary | $ 275,000 | ||||||
Officers and Directors [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Salary | $ 1,656,082 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Employees Compensation (Details) | Aug. 31, 2015USD ($) |
Robert Kohn [Member] | Starting Dec. 1, 2014 [Member] | |
Annual Salaries | |
Robert Kohn [Member] | 2014-15 [Member] | |
Annual Salaries | $ 275,000 |
Robert Kohn [Member] | 2015-2016 [Member] | |
Annual Salaries | 325,000 |
Robert Kohn [Member] | 2016-2017 [Member] | |
Annual Salaries | $ 375,000 |
Bonnie Nelson [Member] | Starting Dec. 1, 2014 [Member] | |
Annual Salaries | |
Bonnie Nelson [Member] | 2014-15 [Member] | |
Annual Salaries | $ 275,000 |
Bonnie Nelson [Member] | 2015-2016 [Member] | |
Annual Salaries | 325,000 |
Bonnie Nelson [Member] | 2016-2017 [Member] | |
Annual Salaries | $ 375,000 |