Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 29, 2016 | Apr. 20, 2016 | |
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 | Feb. 29, 2016 | |
Current Fiscal Year End Date | --11-30 | |
Amendment Flag | false | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 50,107,680 | |
Trading Symbol | BOPO | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 29, 2016 | Nov. 30, 2015 |
Current Assets | ||
Cash | $ 215 | $ 1,281 |
Prepaid expenses | 2,825 | 12,708 |
Total Current Assets | 3,040 | 13,989 |
Equipment - net | 9,219 | 10,876 |
Security deposit | 6,937 | 6,937 |
Total Noncurrent Assets | 16,156 | 17,813 |
Total Assets | 19,196 | 31,802 |
Current Liabilities | ||
Accounts payable and accrued expenses | 432,818 | 435,567 |
Accounts payable and accrued expenses - related parties | 3,482,387 | 3,043,282 |
Derivative liability | 26,116 | 60,356 |
Notes payable | 137,500 | 132,500 |
Notes payable - related parties | 525 | 525 |
Convertible debt, net of discount of $28,993 | 164,038 | 189,366 |
Convertible debt - related parties, net of discount of $4,873 | 161,075 | 44,394 |
Total Current Liabilities | 4,404,459 | 3,905,990 |
Total Liabilities | 4,404,459 | 3,905,990 |
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; 47,107,680 and 42,107,680 shares issued and outstanding | 4,712 | 4,212 |
Additional paid-in capital | 4,520,979 | 4,013,145 |
Deficit accumulated during the development stage | (8,910,955) | (7,891,546) |
Total Stockholders' Deficit | (4,385,263) | (3,874,188) |
Total Liabilities and Stockholders' Deficit | $ 19,196 | $ 31,802 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 29, 2016 | Nov. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible debt, discount net | $ 28,993 | $ 28,993 |
Convertible debt - related parties, discount net | $ 4,873 | $ 4,873 |
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 | 47,107,680 | 42,107,680 |
Common stock, shares outstanding | 47,107,680 | 42,107,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 986,675 | $ 248,385 |
Other income (expense) | ||
Interest expense | (49,199) | (3,926) |
Interest expense - related party | (17,775) | $ (2,082) |
Gain on derivatives | 34,240 | |
Total other income (expense) - net | (32,734) | $ (6,008) |
Net loss | $ (1,019,409) | $ (254,393) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding during the period - basic and diluted | 42,382,401 | 41,371,465 |
Comprehensive loss | ||
Net loss | $ (1,019,409) | $ (254,393) |
Comprehensive loss | $ (1,019,409) | $ (254,393) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,019,409) | $ (254,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,657 | $ 3,085 |
Stock-based compensation expense | 500,000 | |
Amortization of debt discount | 58,187 | $ 1,667 |
(Gain) loss on derivatives | (34,240) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 9,883 | $ 614 |
Accounts payable and accrued expenses | 13,751 | (1,274) |
Accounts payable and accrued expenses - related parties | 439,105 | 191,496 |
Net Cash Used In Operating Activities | $ (31,066) | $ (58,805) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | ||
Net Cash Provided By Investing Activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | $ 25,000 | $ 7,500 |
Proceeds from notes payable | $ 5,000 | |
Repayment notes payable - related parties | $ (850) | |
Proceeds from issuance of common stock | 60,000 | |
Net Cash Provided By Financing Activities | $ 30,000 | 66,650 |
Net (Decrease) Increase in Cash | (1,066) | 7,845 |
Cash - Beginning of Period | 1,281 | 15,118 |
Cash - End of Period | $ 215 | $ 22,963 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income Taxes | ||
Interest | ||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for conversion of notes payable | ||
Debt discount recorded on convertible debt | $ 5,000 | |
Debt discount recorded on convertible debt - related party | $ 8,333 | 5,000 |
Reclassification of note payable from convertible to non convertible | 62,500 | |
Reclassification of related note payable from non convertible to convertible | $ 7,500 | |
Convertible debt borrowed to settle AP | $ 16,500 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Feb. 29, 2016 | |
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, 2015 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, 2015 and 2014. The financial information as of February 29, 2016 is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended November 30, 2015. The interim results for the three months ended February 29, 2016 are not necessarily indicative of the results to be expected for the year ending November 30, 2016 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 1 Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 Quoted 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 3 Inputs 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 quarter ended February 29, 2016 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 26,116 $ 26,116 The following table presents details of the Companys level 3 derivative liabilities as of February 29, 2016 and November 30, 2015: Amount Balance November 30, 2015 $ 60,356 Change in fair market value of derivative liabilities (34,240 ) Balance February 29, 2016 $ 26,116 |
Going Concern
Going Concern | 3 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,019,409 and $254,393, for the three months ended February 29, 2016 and February 28, 2015, respectively, and net cash used in operations of $31,066 and $58,805 for the three months ended February 29, 2016 and February 28, 2015, respectively. Additionally, the Company had a working capital deficit of $4,401,419, for the three months ended February 29, 2016 and a stockholders deficit of $4,385,263 at February 29, 2016. 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 | 3 Months Ended |
Feb. 29, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 3. Equipment At February 29, 2016 and February 28, 2015, equipment consists of the following: 2016 2015 Estimated Useful Life Computer Equipment $ 36,800 $ 27,760 5 years Testing Equipment - 20,366 3 years Less: Accumulated depreciation (27,581 ) (29,977 ) Equipment, net $ 9,219 $ 18,149 Depreciation expense was $1,657 and $3,085 for the three months ended February 29, 2016 and February 28, 2015, respectively. |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 3 Months Ended |
Feb. 29, 2016 | |
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, 2015 $ 132,500 8 % Various Borrowings 5,000 8 % June 30, 2016 Balance February 29, 2016 $ 137,500 In January, 2016 a third party investor advanced $5,000, at 8% interest, which is due on June 30, 2016. Convertible debt consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2015 $ 189,366 8 % Various In Default Reclass non related to related (74,778 ) 8 % December 30, 2015 0.15 Debt Discount 49,120 Balance February 29, 2016 $ 164,038 Accrued interest on notes payable and convertible debt at February 29, 2016 and November 30, 2015 amounted to $27,343 and $23,316, 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 $49,199 and $3,926 for the three months ended February 29, 2016 and February 28, 2015, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Notes payable to related parties at February 29, 2016 and November 30, 2015 is $525 and $525, respectively. Convertible notes payable to related parties at February 29, 2016 and November 30, 2015 is $50,000 and $44,394, respectively. On December 15, 2015 a related party investor advanced $25,000 due on or before June 15, 2016. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.15. 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 $8,333 as a discount to the loan and a corresponding increase to additional paid in capital. On February 18, 2016 a related party investor advanced $16,500 due on or before June 17, 2016. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.15. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The fair market value of the shares on February 18, 2016 was $0.10 per share and accordingly deemed to have no Beneficial Conversion Factor. Accrued interest on related party notes payable and convertible debt at February 29, 2016 and November 30, 2015, amounted to $9,464 and $4,250, respectively and is a component of accounts payable and accrued expenses related parties. Interest expense on notes payable and convertible debt with related parties amounted to $17,775 and $2,082 for the three months ended February 29, 2016 and February 28, 2015, respectively. 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 | 3 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016, $21,007 of the debt discount has been amortized. The fair value of the derivative liability at February 29, 2016 is $26,116 resulting in a gain on the change in fair value of the derivative of $34,240. The Note is shown net of a derivative debt discount of $28,993 at February 29, 2016. (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 February 29, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ 60,356 Change in fair market value of derivative liabilities (34,240 ) Balance February 29, 2016 $ 26,116 The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of February 29, 2016 and commitment date: Commitment Date February 29, 2016 Expected dividends - - Expected volatility 296.84 % 293.61 % Expect term 1.44 .84 Risk free interest rate 0.33 % 0.62 % |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 7. Stockholders Deficit For the three months ended February 29, 2016: On February 24, 2016, the Board of Directors approved the following stock compensation because of the Company not making any cash payments toward salary during the year ended November 30, 2015. The stock compensation is to be paid by November 30, 2016 provided the Company has revenues from operations that can provide for the taxes due for the stock compensation, or the stock will be returned to the Company. The stock will be issued and held by the Transfer Agent until November 30, 2016 and then returned to the Company or distributed to the employee. The employee has the option to pay the Company for the employer taxes due and their own taxes due for the stock compensation on or before November 30, 2016. The company fair valued these shares as of the date of issuance and recorded $500,000 stock-based compensation for the three months ended February 29, 2016. Dr. Neil Williams, CEO G3P 2,000,000 common stock shares Robert Kohn, CEO BioPower 1,250,000 common stock shares Bonnie Nelson, Director of Strategy 1,250,000 common stock shares Benjamin Williams, Sr. Vice President 500,000 common stock shares Total 5,000,000 common stock shares There are 47,107,680 and 42,107,680 shares outstanding at February 29, 2016 and November 30, 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016 is $2,156,082. 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 May 31, 2016, and requiring monthly base rental payments of $4,583 plus adjustments for Common Area Expenses. Rent expense was $14,336 and $12,821 for the three months ended February 29, 2016 and February 28, 2015, 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Feb. 29, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On March 2, 2016, Mr. Baruch Halpern joined the Company as Chief Operating Officer. For more than 20 years, Mr. Halpern has been involved in equity research, advisory, capital raises, and has served as managing director of Halpern Capital, Inc., a boutique investment banking firm founded by Mr. Halpern in 2002. He has also held senior finance positions at major corporations. Since 2009, Mr. Halpern has been managing director of CrossCredit Capital, LLC, a firm focused on structured financial solutions, and since 2010 he has been managing director of Carbon Capital Advisors, LLC, a firm focused on green energy and carbon footprint amelioration. He is a founder of Sustain:Green, a firm founded in 2012 offering financial products such as prepaid debit and credit cards designed to fight climate change. Prior to founding Halpern Capital in 2002, Mr. Halpern held various sell-side analyst positions. Additionally, he gained substantial buy-side experience as vice president and portfolio manager at Fred Alger & Co., an investment advisory firm. At Fred Alger & Co., Mr. Halpern served as a research group leader, managing a $1 billion portfolio with more than 600 companies in a broad range of industries. Mr. Halpern has an extensive corporate and industry background, having also held positions with Celanese Corporation and Beech-Nut, Inc. He has served as a Director of RiceBran Technologies (NASDAQ: RIBT) since 2012. Mr. Halpern received his masters of business administration in finance from Baruch College. Mr. Halpern has been a CFA Charter holder since 1982 and holds numerous FINRA certifications. As part of Mr. Halperns Employment Contract, the Company authorized the issuance of 3,000,000 shares of its common stock to remain in the possession of the Transfer Agent for one year. The 3,000,000 common shares will be released to Mr. Halpern after one year as long as he does not voluntarily resign. At that time a standard two-year lock-up agreement will also be executed. If Mr. Halpern voluntarily resigns before his first anniversary, there will be a claw-back of 2,250,000 common shares and Mr. Halpern will be issued the remaining 750,000 common shares with a two-year lock-up agreement. On March 2, 2016, Mr. Halpern also loaned the Company $100,000 and entered into a convertible debt agreement at 8% interest, due on March 2, 2018. The debt is convertible into common shares of stock at a conversion price of $0.15 per share. The loan includes a provision for matching future conversion rights with any new loans made by the Company with the exception of a Right of First Refusal. In addition, if an equity transaction is done at a price below $0.15 then the conversion price will adjust to such price. On March 11, 2016 we finalized an agreement awarding G3P a well installation and abandonment project in the amount of $17,800 to install and abandon monitoring wells and write the reports for Broward County. G3P hired a sub-contractor to install the wells. G3P completed the work on March 26, 2016. On April 8, 2016 we finalized two agreements |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
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 quarter ended February 29, 2016 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 26,116 $ 26,116 |
Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level 3 Inputs | The following table presents details of the Companys level 3 derivative liabilities as of February 29, 2016 and November 30, 2015: Amount Balance November 30, 2015 $ 60,356 Change in fair market value of derivative liabilities (34,240 ) Balance February 29, 2016 $ 26,116 |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Equipment | At February 29, 2016 and February 28, 2015, equipment consists of the following: 2016 2015 Estimated Useful Life Computer Equipment $ 36,800 $ 27,760 5 years Testing Equipment - 20,366 3 years Less: Accumulated depreciation (27,581 ) (29,977 ) Equipment, net $ 9,219 $ 18,149 |
Notes Payable and Convertible17
Notes Payable and Convertible Debt (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Balance Interest Rate Maturity Balance November 30, 2015 $ 132,500 8 % Various Borrowings 5,000 8 % June 30, 2016 Balance February 29, 2016 $ 137,500 |
Schedule of Convertible Debt | Convertible debt consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2015 $ 189,366 8 % Various In Default Reclass non related to related (74,778 ) 8 % December 30, 2015 0.15 Debt Discount 49,120 Balance February 29, 2016 $ 164,038 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
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 February 29, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ 60,356 Change in fair market value of derivative liabilities (34,240 ) Balance February 29, 2016 $ 26,116 |
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 February 29, 2016 and commitment date: Commitment Date February 29, 2016 Expected dividends - - Expected volatility 296.84 % 293.61 % Expect term 1.44 .84 Risk free interest rate 0.33 % 0.62 % |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Schedule of Employee Stock Compensation | The employee has the option to pay the Company for the employer taxes due and their own taxes due for the stock compensation on or before November 30, 2016. Dr. Neil Williams, CEO G3P 2,000,000 common stock shares Robert Kohn, CEO BioPower 1,250,000 common stock shares Bonnie Nelson, Director of Strategy 1,250,000 common stock shares Benjamin Williams, Sr. Vice President 500,000 common stock shares Total 5,000,000 common stock shares |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Related Parties Employment Agreement | 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. |
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) | Feb. 29, 2016USD ($) |
Assets: Securities - available for sale | |
Liabilities: Derivative Financial Instruments | $ 26,116 |
Level 1 [Member] | |
Assets: Securities - available for sale | |
Liabilities: Derivative Financial Instruments | |
Level 2 [Member] | |
Assets: Securities - available for sale | |
Liabilities: Derivative Financial Instruments | |
Level 3 [Member] | |
Assets: Securities - available for sale | |
Liabilities: Derivative Financial Instruments | $ 26,116 |
Basis of Presentation - Sched22
Basis of Presentation - Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level Three Inputs (Details) | 3 Months Ended |
Feb. 29, 2016USD ($) | |
Balance November 30, 2015 | $ 60,356 |
Change in fair market value of derivative liabilities | (34,240) |
Balance February 29, 2016 | 26,116 |
Level 3 [Member] | |
Balance November 30, 2015 | 60,356 |
Change in fair market value of derivative liabilities | (34,240) |
Balance February 29, 2016 | $ 26,116 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,019,409 | $ 254,393 | |
Net cash used in operations | 31,066 | $ 58,805 | |
Working capital deficit | 4,401,419 | ||
Stockholders' deficit | $ 4,385,263 | $ 3,874,188 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,657 | $ 3,085 |
Equipment - Components of Equip
Equipment - Components of Equipment (Details) - USD ($) | 3 Months Ended | ||
Feb. 29, 2016 | Nov. 30, 2015 | Feb. 28, 2015 | |
Computer Equipment | $ 36,800 | $ 27,760 | |
Testing Equipment | 20,366 | ||
Less: Accumulated depreciation | $ (27,581) | (29,977) | |
Equipment, net | $ 9,219 | $ 10,876 | $ 18,149 |
Computer Equipment [Member] | |||
Estimated Useful Life | 5 years | ||
Testing Equipment [Member] | |||
Estimated Useful Life | 3 years |
Notes Payable and Convertible26
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2016 | Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2015 | |
Accrued interest on notes payable and convertible debt | $ 27,343 | $ 23,316 | ||
Third Party Investors [Member] | ||||
Investor advanced | $ 5,000 | |||
Percentage of debt instrument interest rate | 8.00% | |||
Debt due date | Jun. 30, 2016 | |||
Third Parties [Member] | ||||
Interest expense on notes payable and convertible debt | $ 49,199 | $ 3,926 |
Notes Payable and Convertible27
Notes Payable and Convertible Debt - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Beginning balance | $ 132,500 | |
Borrowings | 5,000 | |
Ending balance | $ 137,500 | |
Notes Payable [Member] | ||
Interest Rate | 8.00% | |
Maturity, description | Various | |
Notes Payable One [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Jun. 30, 2016 |
Notes Payable and Convertible28
Notes Payable and Convertible Debt - Schedule of Convertible Debt (Details) | 3 Months Ended |
Feb. 29, 2016USD ($)$ / shares | |
Beginning balance | $ 189,366 |
Reclass non related to related | (74,778) |
Debt discount | 49,120 |
Ending Balance | $ 164,038 |
Convertible Debt [Member] | |
Interest Rate | 8.00% |
Maturity, description | Various |
Conversion Price, description | In Default |
Convertible Debt One [Member] | |
Interest Rate | 8.00% |
Maturity date | Dec. 30, 2015 |
Conversion Price | $ / shares | $ 0.15 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 18, 2016 | Dec. 15, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2015 |
Notes payable to related parties | $ 525 | $ 525 | |||
Convertible notes payable to related parties | 161,075 | 44,394 | |||
Accrued interest on related party notes payable and convertible debt | 9,464 | $ 4,250 | |||
Interest expense related party | $ 17,775 | $ 2,082 | |||
Related Party Investors [Member] | |||||
Investor advanced | $ 16,500 | $ 25,000 | |||
Debt due date | Jun. 17, 2016 | Jun. 15, 2016 | |||
Percentage of debt converted | 100.00% | 100.00% | |||
Debt conversion price | $ 0.15 | $ 0.15 | |||
Beneficial conversion feature | $ 8,333 | ||||
Fair market value shares price per share | $ 0.10 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Jul. 23, 2015 | Feb. 29, 2016 | Feb. 28, 2015 |
Debt discount | $ 58,187 | $ 1,667 | |
Derivative liability | 26,116 | ||
Investor [Member] | |||
Company received from investor | $ 50,000 | ||
Debt instrument bearing interest | 8.00% | ||
Debt instrument maturity date | Dec. 30, 2016 | ||
Debt conversion price | $ 0.15 | ||
Debt conversion price, description | If an equity transaction occurs at a price below $0.15, then the conversion price will adjust to such price. | ||
Debt discount | $ 50,000 | 21,007 | |
Derivative liability | 111,074 | ||
Change in fair value of derivative liability | $ 61,074 | 34,240 | |
Fair value of derivative liability | 26,116 | ||
Derivative debt discount | $ 28,993 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Conversion Feature (Details) | 3 Months Ended |
Feb. 29, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance November 30, 2015 | $ 60,356 |
Change in fair market value of derivative liabilities | (34,240) |
Balance February 29, 2016 | $ 26,116 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value Assumptions of Commitment and Re-measurement Dates for Derivative Liabilities (Details) | 3 Months Ended |
Feb. 29, 2016 | |
Expected dividends | |
Expected volatility | 293.61% |
Expect term | 10 months 2 days |
Risk free interest rate | 0.62% |
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) - USD ($) | 3 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2015 | |
Equity [Abstract] | |||
Common stock, shares outstanding | 47,107,680 | 42,107,680 | |
Stock based compensation | $ 500,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Employee Stock Compensation (Details) | 3 Months Ended |
Feb. 29, 2016shares | |
Common stock shares | 5,000,000 |
Issued stock, description | common stock shares |
Dr. Neil Williams, CEO G3P [Member] | |
Common stock shares | 2,000,000 |
Issued stock, description | common stock shares |
Robert Kohn, CEO BioPower [Member] | |
Common stock shares | 1,250,000 |
Issued stock, description | common stock shares |
Bonnie Nelson, Director of Strategy [Member] | |
Common stock shares | 1,250,000 |
Issued stock, description | common stock shares |
Benjamin Williams, Sr. Vice President [Member] | |
Common stock shares | 500,000 |
Issued stock, description | common stock shares |
Commitments and Contingencies35
Commitments and Contingencies (Details Narrative) - USD ($) | May. 29, 2015 | Jun. 03, 2013 | Feb. 29, 2016 | Feb. 28, 2015 | May. 31, 2015 | May. 31, 2014 |
Commitments and Contingencies Disclosure [Line Items] | ||||||
Accrued officers and directors payroll | $ 2,156,082 | |||||
Rent expense | $ 14,336 | $ 12,821 | ||||
Lease Agreement [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Lease term | 24 months | |||||
Lease expiration date | May 31, 2016 | May 31, 2015 | ||||
Rent expense | $ 4,583 | $ 4,080 | $ 4,000 | |||
Lease extended term | 12 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Related Parties Employment Agreement (Details) | 3 Months Ended |
Feb. 29, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Term of contract | 4 years |
Contract expiration date | Nov. 30, 2018 |
Salary | $ 275,000 |
Salary deferral | All salaries will be accrued but may be paid from the Companys available cash flow funds. |
Commitments and Contingencies37
Commitments and Contingencies - Schedule of Employees Compensation (Details) | Feb. 29, 2016USD ($) |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 08, 2016 | Mar. 11, 2016 | Mar. 02, 2016 | Mar. 02, 2016 | Feb. 29, 2016 | Nov. 30, 2015 |
Authorized to issuance | 100,000,000 | 100,000,000 | ||||
Subsequent Event [Member] | G3P [Member] | ||||||
Well installation and abandonment project amount | $ 17,800 | |||||
Waste remediation project amount | $ 458,525 | |||||
Subsequent Event [Member] | Mr. Baruch Halpern [Member] | ||||||
Managing portfoilo, description | At Fred Alger & Co., Mr. Halpern served as a research group leader, managing a $1 billion portfolio with more than 600 companies in a broad range of industries. | |||||
Authorized to issuance | 3,000,000 | 3,000,000 | ||||
Number of common shares released after one year | 3,000,000 | |||||
Number of shares isused by claw-back | 2,250,000 | 2,250,000 | ||||
Proceeds from related party loan | $ 100,000 | |||||
Debt instrument interest rate | 8.00% | 8.00% | ||||
Debt instrument maturity date | Mar. 2, 2018 | |||||
Conversion Price | $ 0.15 | $ 0.15 | ||||
Debt conversion price, description | If an equity transaction occurs at a price below $0.15, then the conversion price will adjust to such price. | |||||
Subsequent Event [Member] | Mr. Baruch Halpern [Member] | Two Year Lock Up Agreement [Member] | ||||||
Number of shares isused by claw-back | 750,000 | 750,000 |