Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
May 31, 2016 | Jul. 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 | May 31, 2016 | |
Current Fiscal Year End Date | --11-30 | |
Amendment Flag | false | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 47,107,680 | |
Trading Symbol | BOPO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2016 | Nov. 30, 2015 |
Current Assets | ||
Cash | $ 59,578 | $ 1,281 |
Accounts Receivable | 317,250 | |
Retainage Receivable | 33,250 | |
Prepaid expenses and other current assets | 1,099 | 12,708 |
Total Current Assets | 411,177 | 13,989 |
Equipment - net | 8,286 | 10,876 |
Security deposit | 6,937 | 6,937 |
Total Noncurrent Assets | 15,223 | 17,813 |
Total Assets | 426,400 | 31,802 |
Current Liabilities | ||
Accounts payable and accrued expenses | 482,288 | 435,567 |
Accounts payable and accrued expenses - related parties | 815,091 | 3,043,282 |
Billings in excess of costs and estimated earnings | 101,864 | |
Derivative liability | 81,739 | 60,356 |
Notes payable | 137,500 | 132,500 |
Notes payable - related parties | 195,464 | 525 |
Convertible debt | 143,031 | 189,366 |
Convertible debt - related parties, net of discount of $20,931 | 195,017 | 44,394 |
Total Current Liabilities | 2,151,994 | 3,905,990 |
Long Term Liabilities | ||
Notes payable - related parties | 2,053,582 | |
Convertible debt, net of discount of $23,321 | 1,679 | |
Convertible debt - related parties, net of discount of $46,293 | 103,707 | |
Other | 44 | |
Other - related parties | 3,015 | |
Total Long Term Liabilities | 2,162,027 | |
Total Liabilities | 4,314,021 | 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 | 5,339,729 | 4,013,145 |
Accumulated deficit | (9,232,063) | (7,891,546) |
Total Stockholders' Deficit | (3,887,621) | (3,874,188) |
Total Liabilities and Stockholders' Deficit | $ 426,400 | $ 31,802 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May 31, 2016 | Nov. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible debt - related parties, discount net Current | $ 20,931 | $ 20,931 |
Convertible debt, discount net | 23,321 | |
Convertible debt - related parties, discount net Non Current | $ 46,293 | |
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 (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | |
Revenues | ||||
Construction management fees | $ 239,783 | $ 239,783 | ||
Consulting income | 31,460 | 17,363 | 31,460 | 17,363 |
Total revenues | 271,243 | 17,363 | 271,243 | 17,363 |
Costs of services | 231,177 | 231,177 | ||
Gross profit | 40,066 | 17,363 | 40,066 | 17,363 |
General and administrative expenses | 347,326 | 526,217 | 1,334,002 | 1,014,602 |
Loss from operations | (307,260) | (508,854) | (1,293,936) | (997,239) |
Other income (expense) | ||||
Interest expense | (4,951) | (5,408) | (54,149) | (9,333) |
Interest expense - related party | (23,985) | (2,747) | (41,760) | (4,830) |
Gain on derivatives | 15,088 | 49,328 | ||
Total other income (expense) - net | (13,848) | (8,155) | (46,581) | (14,163) |
Net loss | $ (321,108) | $ (517,009) | $ (1,340,517) | $ (1,011,402) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding during the period - basic and diluted | 47,107,680 | 41,623,880 | 44,757,949 | 41,499,060 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
May 31, 2016 | May 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,340,517) | $ (1,011,402) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,590 | 6,170 |
Stock-based compensation expense | 500,000 | 2,500 |
Loss on sale of equipment | 4,183 | |
Amortization of debt discount | 72,218 | 5,166 |
(Gain) loss on derivatives | (49,328) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (317,250) | |
Retainage receivable | (33,250) | |
Prepaid expenses and other current assets | 11,609 | 2,953 |
Accounts payable and accrued expenses | 67,268 | 9,862 |
Accounts payable and accrued expenses - related parties | 640,095 | 874,977 |
Billings in excess of costs and estimated earnings | 101,864 | |
Other liabilities | 44 | |
Other liabilities - related parties | 3,015 | |
Net Cash Used In Operating Activities | (341,642) | (105,591) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | 25,000 | 22,500 |
Proceeds from convertible debt - related parties | 175,000 | |
Proceeds from notes payable | 5,000 | 22,500 |
Proceeds from notes payable - related parties | 194,939 | |
Repayment notes payable - related parties | (850) | |
Proceeds from issuance of common stock | 60,000 | |
Net Cash Provided By Financing Activities | 399,939 | 104,150 |
Net (Decrease) Increase in Cash | 58,297 | (1,441) |
Cash - Beginning of Period | 1,281 | 15,118 |
Cash - End of Period | 59,578 | 13,677 |
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 | |
Related party accrued compensation reclassified to additional paid in capital | 818,751 | |
Reclassification of accrued expenses to accrued expenses related party | 4,047 | |
Related party accrued compensation reclassified to non-convertible debt | 2,053,582 | |
Reclassification of convertible debt to convertible debt related party | 124,448 | |
Reclassification of note payable from convertible to non convertible | 62,500 | |
Reclassification of related note payable from non convertible to convertible | 22,500 | |
Debt discount recorded on convertible debt | 7,000 | |
Debt discount recorded on convertible debt - related party due to beneficial conversion features | 8,333 | 7,000 |
Debt discount recorded on derivative on convertible debt due to derivative liabilities | 70,711 | |
Convertible debt issued to pay accounts payable | $ 16,500 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
May 31, 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 May 31, 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 and six months ended May 31, 2016 are not necessarily indicative of the results to be expected for the year ending November 30, 2016 or for any future interim periods. Fair Value of Financial Instruments BioPower evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Companys financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. 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 November 30, 2015 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 60,356 $ 60,356 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended May 31, 2016 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 81,739 $ 81,739 The following table presents details of the Companys level 3 derivative liabilities as of May 31, 2016 and November 30, 2015: Amount Balance November 30, 2015 $ 60,356 Debt discount originated from derivative liabilities 70,711 Change in fair market value of derivative liabilities (49,328 ) Balance May 31, 2016 $ 81,739 Revenue Recognition Policy The Company recognizes revenues from construction contracts on the percentage-of-completion method, measured by the percentage of direct labor and material costs to date to estimated total direct labor and material costs for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change in the near term. Contract costs include all direct labor and material cost and those indirect costs related to contract performance. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. The asset, costs and estimated earnings in excess of billings on uncompleted contracts represents revenues recognized in excess of amounts billed. The liability, billings in excess of costs and estimated earnings, represents billing in excess of revenues recognized. Revenues generated from services and consulting agreements are recognized when the services have been performed, all significant contractual obligations have been satisfied and collection of the resulting fees is reasonably assured. |
Going Concern
Going Concern | 6 Months Ended |
May 31, 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 $1,340,517 and net cash used in operations of $341,642 for the six months ended May 31, 2016. Additionally, the Company had a working capital deficit of $1,740,817and a stockholders deficit of $3,887,621at May 31, 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 funding of waste to energy projects, implementation of waste remediation projects, further implementation of its business plan and continuing to raise funds through debt and/or equity financings. The Company will likely rely upon 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 | 6 Months Ended |
May 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 3 Equipment At May 31, 2016 and November 30, 2015, equipment consists of the following: 2016 2015 Estimated Useful Life Computer Equipment $ 36,800 $ 36,800 5 years Less: Accumulated depreciation (28,514 ) (25,924 ) Equipment, net $ 8,286 $ 10,876 |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 6 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 4. Notes Payable and Convertible Debt Balance Interest Rate Maturity Balance November 30, 2015 $ 132,500 Various Various Borrowings 5,000 8% June 30, 2016 Balance May 31, 2016 $ 137,500 In January, 2016 a third party investor advanced $5,000 unsecured at 8% interest , which was due on June 30, 2016 and paid in full as of the due date. Convertible debt consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2015 $ 189,366 8 % In Default Various Reclass non related to related (74,448 ) 8 % December 30, 2015 0.15 Reclass non related to related (50,000 ) 8 % December 30, 2016 0.15 Reclass debt discount to related 78,113 Borrowings 25,000 8 % May 23, 2018 0.10 Debt discount on derivative (23,579 ) Debt discount amortization 258 Balance May 31, 2016 $ 144,710 Current portion (143,031 ) Long term portion $ 1,679 In February, 2016 a third party investors convertible debt totaling $74,448, net of related debt discount of $40,470, was reclassified as related party because during the period, as the investors ownership of common stock increased to greater than 10%, which, due to materiality, required his transactions to be reclassified as related party transactions. On March 10, 2016, a third party investors convertible debt totaling $50,000, net of related debt discount of $37,643, was reclassified as a related party transaction due to the investor being hired as the Companys Chief Operating Officer and Director of Business Development. On May 23, 2016, the Company entered into convertible debt agreements with a third party investor totaling $25,000 at 8% interest, due on May 23, 2018. The debt is convertible into common shares of stock at a conversion price of $.10 per share. On this date the Company recorded a debt discount of $23,579 from the initial valuation of the derivative liability of $23,579 and resulting in no initial gain or loss on the derivative liability based on the Black Sholes pricing model. The fair value of the derivative liability at May 31, 2016 is $23,579. The note is shown net of a derivative debt discount of $23,321 at May 31, 2016. Accrued interest on notes payable and convertible debt at May 31, 2016 and November 30, 2015 amounted to $32,611 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 $6,496 and $5,330 for the three months ended May 31, 2016 and 2015, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
May 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Notes payable to related parties consists of the following: Balance Interest Rate Maturity Balance November 30, 2015 $ 525 0 % On Demand Borrowings 194,939 12 % May 30, 2016 Reclass accrued compensation 874,000 4 % December 1, 2017 Reclass accrued compensation 669,582 4 % December 1, 2017 Reclass accrued compensation 150,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Balance May 31, 2016 $ 2,249,046 Current portion (195,464 ) Long term portion $ 2,053,582 On May 27, 2016 the Chief Executive Officer agreed to reduce his accrued compensation by $206,250 as a contribution to additional paid in capital. He also agreed to reclassify $874,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. On May 27, 2016 the Director of Strategy agreed to reduce her accrued compensation by $206,250 as a contribution to additional paid in capital. She also agreed to reclassify $669,582 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. On May 27, 2016 the Chief Executive Officer of G3P agreed to reduce his accrued compensation by $243,750 as a contribution to additional paid in capital. He also agreed to reclassify $150,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. On May 27, 2016 the Senior Vice President of G3P agreed to reduce his accrued compensation by $162,500 as a contribution to additional paid in capital. He also agreed to reclassify $120,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. On May 27, 2016 the Chief Operating Officer of G3P agreed to reclassify $120,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. On May 27, 2016 the Chief Administrative Officer of G3P agreed to reclassify $120,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid accrued compensation will be paid with an amount decided by the Board. Convertible debt to related parties consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2015 $ 44,394 8 % December 30, 2015 0.15 Reclass non related to related 74,448 8 % December 30, 2015 0.15 Reclass non related to related 50,000 8 % December 30, 2016 0.15 Reclass debt discount to related (78,113 ) Borrowings 25,000 8 % June 15, 2016 0.15 Debt discount on convertible debt (8333 ) Accounts payable settlement 16,500 8 % June 17, 2016 0.15 Borrowings 100,000 8 % March 2, 2018 0.15 Borrowings 50,000 8 % May 18, 2018 0.10 Debt discount on derivative (47,132 ) Debt discount amortization (71,960 ) Balance May 31, 2016 $ 298,724 Current portion (195,017 ) Long term portion $ 103,707 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 settled $16,500 in accounts payable for the Company in exchange for debt du e 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 the debit 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. In March, 2016 the Chief Operating Officer made a loan of $100,000, bearing interest at 8% due on or before March 2, 2018. Pursuant to the agreement, the investor is allowed to convert 100% of the debt on the maturity date 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 March 2, 2016 was $0.10 per share and accordingly deemed to have no Beneficial Conversion Factor. On May 18, 2016 the Officer loaned an additional $50,000 with conversion rights at $0.10 per share. Therefore, effective May 18, 2016, $50,000 of the officers note payable had conversion rights of $0.10 per share. 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 May 18, 2016 was $0.10 per share and accordingly deemed to have no Beneficial Conversion Factor. On May 23, 2016, a third party investor loaned the company $25,000 with conversion rights at $0.10 per share. Therefore, effective May 23, 2016, an additional $25,000 of the officers $100,000 note payable had conversion rights of $0.10 per share. 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 May 18, 2016 was $0.10 per share and accordingly deemed to have no Beneficial Conversion Factor. In May, 2016 the Chief Operating Officer made a loan of $50,000, bearing interest at 8% due on or before May 18, 2018. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.10 . 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 $0.10 then the conversion price will adjust to such price. 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 May 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 May 31, 2016 and November 30, 2015, amounted to $19,101 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 $8,881 and $2,747 for the three months ended May 31, 2016 and 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 | 6 Months Ended |
May 31, 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 May 31, 2016, $29,752 of the debt discount has been amortized. The fair value of the derivative liability at May 31, 2016 is $11,046 resulting in a gain on the change in fair value of the derivative of $49,310. The Note is shown net of a derivative debt discount of $20,247 at May 31, 2016. 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 May 31, 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 (49,310 ) Balance May 31, 2016 $ 11,046 The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 296.84 % 153.55 % Expect term 1.44 .58 Risk free interest rate 0.33 % 0.68 % On May 18, 2016, the Company entered into a convertible loan agreement with a related party investor. The Company received a total of $50,000 which bears interest at 8% per annum and is due on May 18, 2018. Interest shall accrue from the advancement date and shall be payable on May 18, 2018. 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 $0.10 per share. If an equity transaction occurs at a price below $0.10, then the conversion price will adjust to such price. On this date of issuance, the Company recorded a debt discount in the amount of $47,132 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 $47,132 resulting in no initial gain or loss on the derivative liability based on the Black Scholes pricing model. As of May 31, 2016, $839 of the debt discount has been amortized. The fair value of the derivative liability at May 31, 2016 is $47,114 resulting in a gain on the change in fair value of the derivative of $18. The Note is shown net of a derivative debt discount of $46,293 at May 31, 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 May 31, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 47,132 Change in fair market value of derivative liabilities (18 ) Balance May 31, 2016 $ 47,114 The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 268.40 % 270.72 % Expect term 2.00 1.96 Risk free interest rate 0.63 % 0.68 % On May 23, 2016, the Company entered into a convertible loan agreement with a third party investor. The Company received a total of $25,000 which bears interest at 8% per annum and is due on May 23, 2018. Interest shall accrue from the advancement date and shall be payable on May 23, 2018. 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 $0.10 per share. If an equity transaction occurs at a price below $0.10, then the conversion price will adjust to such price. On this date of issuance, the Company recorded a debt discount in the amount of $23,579 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 $23,579 resulting in no initial gain or loss on the derivative liability based on the Black Scholes pricing model. As of May 31, 2016, $258 of the debt discount has been amortized. The fair value of the derivative liability at May 31, 2016 is $23,579. The Note is shown net of a derivative debt discount of $23,321 at May 31, 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 May 31, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 23,579 Change in fair market value of derivative liabilities - Balance May 31, 2016 $ 23,579 The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 268.94 % 270.29 % Expect term 2.00 1.98 Risk free interest rate 0.69 % 0.68 % |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
May 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 7. Stockholders Deficit For the six months ended May 31, 2016: On February 24, 2016, the Board of Directors approved the following stock compensation because the Company did 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 during the first quarter 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 On March 2, 2016, the Company authorized the issuance of 3,000,000 shares of its common stock, as part of Mr. Baruch Halperns Employment contract, 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. There are 47,107,680 and 42,107,680 shares issued and outstanding at May 31, 2016 and November 30, 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
May 31, 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 Dc. 1, 2014 2014-15 2015-2016 2016-2017 Robert Kohn $ 275,000 $ 325,000 $ 375,000 Bonnie Nelson $ 275,000 $ 325,000 $ 375,000 As of May 20, 2016 the salaries have been amended to $120,000 each per annum until financing for a second project is committed. These salary levels will be retroactive to December 1, 2014. On March 10 , 2016, the Company employed Mr. Baruch Halpern join as its Chief Operating Officer containing the following provisions: Term of contract 2 years and 5 months, expiring on August 10, 2018 Salary $120,000 commencing March 10, 2016 Salary deferral All salaries will be accrued but may be paid from the Companys available cash flow funds. The accrued officers and directors payroll at May 31, 2016 is $377,000. 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. On May 23, 2016, the Company amended the lease agreement extending it on a month to month basis. The required monthly base rental payments were kept the same. Rent expense was $28,210 and $25,425 for the six month period ended May 31, 2016 and May 31, 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 | 6 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On May 31, 2016 a third party investor entered into an agreement to loan $200,000 to the Company, due on or before May 31, 2018. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.10. The funds were not received until June, 2016 and accordingly were not accounted for in the current period. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
May 31, 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 November 30, 2015 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 60,356 $ 60,356 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended May 31, 2016 Level 1 Level 2 Level 3 Total Assets Securities -available for sale $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 81,739 $ 81,739 |
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 May 31, 2016 and November 30, 2015: Amount Balance November 30, 2015 $ 60,356 Debt discount originated from derivative liabilities 70,711 Change in fair market value of derivative liabilities (49,328 ) Balance May 31, 2016 $ 81,739 |
Equipment (Tables)
Equipment (Tables) | 6 Months Ended |
May 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Equipment | At May 31, 2016 and November 30, 2015, equipment consists of the following: 2016 2015 Estimated Useful Life Computer Equipment $ 36,800 $ 36,800 5 years Less: Accumulated depreciation (28,514 ) (25,924 ) Equipment, net $ 8,286 $ 10,876 |
Notes Payable and Convertible17
Notes Payable and Convertible Debt (Tables) | 6 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Balance Interest Rate Maturity Balance November 30, 2015 $ 132,500 Various Various Borrowings 5,000 8% June 30, 2016 Balance May 31, 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 % In Default Various Reclass non related to related (74,448 ) 8 % December 30, 2015 0.15 Reclass non related to related (50,000 ) 8 % December 30, 2016 0.15 Reclass debt discount to related 78,113 Borrowings 25,000 8 % May 23, 2018 0.10 Debt discount on derivative (23,579 ) Debt discount amortization 258 Balance May 31, 2016 $ 144,710 Current portion (143,031 ) Long term portion $ 1,679 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
May 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consists of the following: Balance Interest Rate Maturity Balance November 30, 2015 $ 525 0 % On Demand Borrowings 194,939 12 % May 30, 2016 Reclass accrued compensation 874,000 4 % December 1, 2017 Reclass accrued compensation 669,582 4 % December 1, 2017 Reclass accrued compensation 150,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Reclass accrued compensation 120,000 4 % December 1, 2017 Balance May 31, 2016 $ 2,249,046 Current portion (195,464 ) Long term portion $ 2,053,582 |
Schedule of Convertible Debt Related Parties | Convertible debt to related parties consists of the following: Balance Interest Rate Maturity Conversion Price Balance November 30, 2015 $ 44,394 8 % December 30, 2015 0.15 Reclass non related to related 74,448 8 % December 30, 2015 0.15 Reclass non related to related 50,000 8 % December 30, 2016 0.15 Reclass debt discount to related (78,113 ) Borrowings 25,000 8 % June 15, 2016 0.15 Debt discount on convertible debt (8333 ) Accounts payable settlement 16,500 8 % June 17, 2016 0.15 Borrowings 100,000 8 % March 2, 2018 0.15 Borrowings 50,000 8 % May 18, 2018 0.10 Debt discount on derivative (47,132 ) Debt discount amortization (71,960 ) Balance May 31, 2016 $ 298,724 Current portion (195,017 ) Long term portion $ 103,707 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
May 31, 2016 | |
Summary of Fair Value of Conversion Feature | As a result of the application of ASC No. 815 in period ended May 31, 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 (49,310 ) Balance May 31, 2016 $ 11,046 |
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 May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 296.84 % 153.55 % Expect term 1.44 .58 Risk free interest rate 0.33 % 0.68 % |
Related Party Investor [Member] | |
Summary of Fair Value of Conversion Feature | As a result of the application of ASC No. 815 in period ended May 31, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 47,132 Change in fair market value of derivative liabilities (18 ) Balance May 31, 2016 $ 47,114 |
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 May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 268.40 % 270.72 % Expect term 2.00 1.96 Risk free interest rate 0.63 % 0.68 % |
Third Party Investor [Member] | |
Summary of Fair Value of Conversion Feature | As a result of the application of ASC No. 815 in period ended May 31, 2016 the fair value of the conversion feature is summarized as follows: Amount Balance November 30, 2015 $ - Debt discount originated from derivative liabilities 23,579 Change in fair market value of derivative liabilities - Balance May 31, 2016 $ 23,579 |
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 May 31, 2016 and commitment date: Commitment Date May 31, 2016 Expected dividends - - Expected volatility 268.94 % 270.29 % Expect term 2.00 1.98 Risk free interest rate 0.69 % 0.68 % |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
May 31, 2016 | |
Equity [Abstract] | |
Schedule of Employee Stock Compensation | The company fair valued these shares as of the date of issuance and recorded $500,000 stock-based compensation during the first quarter 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
May 31, 2016 | |
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 Dc. 1, 2014 2014-15 2015-2016 2016-2017 Robert Kohn $ 275,000 $ 325,000 $ 375,000 Bonnie Nelson $ 275,000 $ 325,000 $ 375,000 |
Mr. Baruch Halpern [Member] | Chief Operating Officer [Member] | |
Schedule of Related Parties Employment Agreement | On March 10 , 2016, the Company employed Mr. Baruch Halpern join as its Chief Operating Officer containing the following provisions: Term of contract 2 years and 5 months, expiring on August 10, 2018 Salary $120,000 commencing March 10, 2016 Salary deferral All salaries will be accrued but may be paid from the Companys available cash flow funds. |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Financial Assets and Liabilities Measured at Fair Value Recurring Basis (Details) - USD ($) | May 31, 2016 | Nov. 30, 2015 |
Securities - available for sale | ||
Derivative Financial Instruments | 81,739 | 60,356 |
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 | $ 81,739 | $ 60,356 |
Basis of Presentation - Sched23
Basis of Presentation - Schedule of Fair Value of Derivative Liabilities Measured at Unobservable Level Three Inputs (Details) | 6 Months Ended |
May 31, 2016USD ($) | |
Balance beginning | $ 60,356 |
Change in fair market value of derivative liabilities | (49,310) |
Balance ending | 11,046 |
Level 3 [Member] | |
Balance beginning | 60,356 |
Debt discount originated from derivative liabilities | 70,711 |
Change in fair market value of derivative liabilities | (49,328) |
Balance ending | $ 81,739 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 321,108 | $ 517,009 | $ 1,340,517 | $ 1,011,402 | |
Net cash used in operations | 341,642 | $ 105,591 | |||
Working capital deficit | 1,740,817 | 1,740,817 | |||
Stockholders' deficit | $ 3,887,621 | $ 3,887,621 | $ 3,874,188 |
Equipment - Schedule of Compone
Equipment - Schedule of Components of Equipment (Details) - USD ($) | 6 Months Ended | ||
May 31, 2016 | Nov. 30, 2015 | May 31, 2015 | |
Less: Accumulated depreciation | $ (28,514) | $ (25,924) | |
Equipment, net | 8,286 | $ 10,876 | 10,876 |
Computer Equipment [Member] | |||
Computer Equipment | $ 36,800 | $ 36,800 | |
Estimated Useful Life | 5 years |
Notes Payable and Convertible26
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | May 23, 2016 | Jan. 31, 2016 | May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | Mar. 10, 2016 | Feb. 29, 2016 | Nov. 30, 2015 |
Convertible debt | $ 144,710 | $ 144,710 | $ 189,366 | ||||||
Debt discount | 23,321 | 23,321 | |||||||
Change in fair value of derivative liability | 49,328 | ||||||||
Accrued interest on notes payable and convertible debt | 32,611 | 32,611 | $ 23,316 | ||||||
Convertible Debt Agreements [Member] | |||||||||
Percentage of debt instrument interest rate | 8.00% | ||||||||
Debt due date | May 23, 2018 | ||||||||
Convertible debt | $ 25,000 | ||||||||
Change in fair value of derivative liability | 23,579 | ||||||||
Derivative liability | $ 23,579 | $ 23,579 | |||||||
Conversion price | $ 0.10 | $ 0.10 | |||||||
Third Party Investors [Member] | |||||||||
Investor advanced | $ 5,000 | ||||||||
Percentage of debt instrument interest rate | 8.00% | ||||||||
Debt due date | Jun. 30, 2016 | ||||||||
Convertible debt | $ 50,000 | $ 74,448 | |||||||
Debt discount | $ 37,643 | $ 40,470 | |||||||
Increase in ownership percentage | 10.00% | ||||||||
Conversion price | $ 0.10 | ||||||||
Third Parties [Member] | |||||||||
Interest expense on notes payable and convertible debt | $ 6,496 | $ 5,330 |
Notes Payable and Convertible27
Notes Payable and Convertible Debt - Schedule of Notes Payable (Details) - USD ($) | 6 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Beginning balance | $ 132,500 | |
Borrowings | 5,000 | $ 22,500 |
Ending balance | $ 137,500 | |
Interest Rate | 8.00% | |
Notes Payable [Member] | ||
Interest Rate, description | Various | |
Interest Rate | 8.00% | |
Maturity, description | Various | |
Maturity date | Jun. 30, 2016 |
Notes Payable and Convertible28
Notes Payable and Convertible Debt - Schedule of Convertible Debt (Details) - USD ($) | 6 Months Ended | ||
May 31, 2016 | May 31, 2015 | Nov. 30, 2015 | |
Beginning balance | $ 189,366 | ||
Reclass non related to related | (74,778) | ||
Reclass non related to related | (50,000) | ||
Reclass debt discount to related | 78,113 | ||
Borrowings | 25,000 | $ 22,500 | |
Debt discount on derivative | (23,579) | ||
Debt discount amortization | 258 | ||
Ending Balance | 144,710 | ||
Current portion | (143,031) | $ (189,366) | |
Long term portion | $ 1,679 | ||
Interest Rate | 8.00% | ||
Convertible Debt [Member] | |||
Interest Rate | 8.00% | ||
Maturity, description | In Default | ||
Conversion Price, description | Various | ||
Convertible Debt One [Member] | |||
Interest Rate | 8.00% | ||
Maturity date | Dec. 30, 2015 | ||
Conversion Price | $ 0.15 | ||
Convertible Debt Two [Member] | |||
Interest Rate | 8.00% | ||
Maturity date | Dec. 30, 2016 | ||
Conversion Price | $ 0.15 | ||
Convertible Debt Three [Member] | |||
Interest Rate | 8.00% | ||
Maturity date | May 23, 2018 | ||
Conversion Price | $ 0.10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 27, 2016 | May 23, 2016 | May 18, 2016 | Mar. 31, 2016 | Feb. 18, 2016 | Dec. 15, 2015 | Apr. 30, 2016 | Jan. 31, 2016 | May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | Mar. 10, 2016 | Mar. 02, 2016 | Feb. 29, 2016 | Nov. 30, 2015 |
Debt instrument, interest rate | 8.00% | 8.00% | ||||||||||||||
Additional payment in non-convertible | $ 144,710 | $ 144,710 | $ 189,366 | |||||||||||||
Notes payable to related parties | 2,249,046 | 2,249,046 | 525 | |||||||||||||
Fair market value shares price per share | $ 0.10 | |||||||||||||||
Proceeds from related party debt | 194,939 | |||||||||||||||
Interest expense related party | 23,985 | $ 2,747 | 41,760 | $ 4,830 | ||||||||||||
Notes Payable and Convertible Debt [Member] | ||||||||||||||||
Accrued interest | 19,101 | $ 19,101 | $ 4,250 | |||||||||||||
Interest expense related party | $ 8,881 | $ 2,747 | ||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Advance payment | $ 194,939 | |||||||||||||||
Debt instrument, interest rate | 4.00% | 12.00% | ||||||||||||||
Debt due date | Dec. 1, 2017 | May 30, 2016 | ||||||||||||||
Additional payment in non-convertible | $ 15,000 | |||||||||||||||
Investor penalty shares | 3,000,000 | |||||||||||||||
Accrued compensation | $ 206,250 | |||||||||||||||
Proceeds from issuance of long-term debt | $ 874,000 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Director of Strategy [Member] | ||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Debt due date | Dec. 1, 2017 | |||||||||||||||
Accrued compensation | $ 206,250 | |||||||||||||||
Proceeds from issuance of long-term debt | $ 669,582 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Chief Executive Officer of G3P [Member] | ||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Debt due date | Dec. 1, 2017 | |||||||||||||||
Accrued compensation | $ 243,750 | |||||||||||||||
Proceeds from issuance of long-term debt | $ 150,000 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Senior Vice President of G3P [Member] | ||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Debt due date | Dec. 1, 2017 | |||||||||||||||
Accrued compensation | $ 162,500 | |||||||||||||||
Proceeds from issuance of long-term debt | $ 120,000 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Chief Operating Officer of G3P [Member] | ||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Debt due date | Dec. 1, 2017 | |||||||||||||||
Accrued compensation | $ 120,000 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Chief Administrative Officer of G3P [Member] | ||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Debt due date | Dec. 1, 2017 | |||||||||||||||
Accrued compensation | $ 120,000 | |||||||||||||||
Future derivative, cap interest rate | 20.00% | |||||||||||||||
Related Party Investor [Member] | ||||||||||||||||
Advance payment | $ 25,000 | |||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||
Debt due date | May 18, 2018 | Jun. 17, 2016 | Jun. 15, 2016 | |||||||||||||
Settled accounts payable | $ 16,500 | |||||||||||||||
Percentage of debt converted | 100.00% | 100.00% | ||||||||||||||
Debt conversion price | $ 0.10 | $ 0.15 | $ 0.15 | |||||||||||||
Beneficial conversion feature | $ 8,333 | |||||||||||||||
Fair market value shares price per share | $ 0.10 | |||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||
Debt due date | Mar. 2, 2018 | May 18, 2018 | ||||||||||||||
Percentage of debt converted | 100.00% | 100.00% | ||||||||||||||
Debt conversion price | $ 0.15 | $ 0.10 | $ 0.10 | |||||||||||||
Fair market value shares price per share | $ 0.10 | $ 0.10 | ||||||||||||||
Proceeds from related party debt | $ 100,000 | $ 50,000 | ||||||||||||||
Officer [Member] | ||||||||||||||||
Notes payable to related parties | $ 50,000 | |||||||||||||||
Debt conversion price | $ 0.10 | |||||||||||||||
Fair market value shares price per share | $ 0.10 | |||||||||||||||
Additional conversion of convertible debt | $ 50,000 | |||||||||||||||
Third Party Investors [Member] | ||||||||||||||||
Debt due date | Jun. 30, 2016 | |||||||||||||||
Additional payment in non-convertible | $ 50,000 | $ 74,448 | ||||||||||||||
Notes payable to related parties | $ 100,000 | |||||||||||||||
Debt conversion price | $ 0.10 | |||||||||||||||
Proceeds from related party debt | $ 25,000 | |||||||||||||||
Additional conversion of convertible debt | $ 25,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Notes Payable to Related Parties (Details) - USD ($) | 6 Months Ended | ||
May 31, 2016 | May 31, 2015 | Nov. 30, 2015 | |
Beginning balance | $ 525 | ||
Borrowings | 194,939 | ||
Reclass accrued compensation | 874,000 | ||
Reclass accrued compensation | 669,582 | ||
Reclass accrued compensation | 150,000 | ||
Reclass accrued compensation | 120,000 | ||
Reclass accrued compensation | 120,000 | ||
Reclass accrued compensation | 120,000 | ||
Ending balance | $ 2,249,046 | ||
Interest Rate | 8.00% | ||
Current portion | $ 195,464 | $ 525 | |
Long term portion | $ 2,053,582 | ||
Notes Payable Related Parties [Member] | |||
Interest Rate | 0.00% | ||
Maturity, description | On Demand | ||
Notes Payable Related Parties One [Member] | |||
Interest Rate | 12.00% | ||
Maturity date | May 30, 2016 | ||
Notes Payable Related Parties Two [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 | ||
Notes Payable Related Parties Three [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 | ||
Notes Payable Related Parties Four [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 | ||
Notes Payable Related Parties Five [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 | ||
Notes Payable Related Parties Six [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 | ||
Notes Payable Related Parties Seven [Member] | |||
Interest Rate | 4.00% | ||
Maturity date | Dec. 1, 2017 |
Related Party Transactions - 31
Related Party Transactions - Schedule of Convertible Debt Related Parties (Details) - USD ($) | 6 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Beginning balance | $ 44,394 | |
Reclass non related to related | 74,448 | |
Reclass non related to related | 50,000 | |
Reclass debt discount to related | (78,113) | |
Borrowings | 25,000 | $ 22,500 |
Debt discount on convertible debt | (8,333) | |
Accounts payable settlement | 16,500 | |
Borrowings | 100,000 | |
Borrowings | 50,000 | |
Debt discount on derivative | (47,132) | |
Debt discount amortization | (71,960) | |
Ending balance | 298,724 | |
Current portion | (195,017) | |
Long term portion | $ 103,707 | |
Interest Rate | 8.00% | |
Convertible Debt Related Parties [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties One [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Dec. 30, 2015 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties Two [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Dec. 30, 2016 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties Three [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Jun. 15, 2016 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties Four [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Jun. 17, 2016 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties Five [Member] | ||
Interest Rate | 8.00% | |
Maturity date | Mar. 2, 2018 | |
Conversion Price | $ 0.15 | |
Convertible Debt Related Parties Six [Member] | ||
Interest Rate | 8.00% | |
Maturity date | May 18, 2018 | |
Conversion Price | $ 0.10 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | May 23, 2016 | May 18, 2016 | Feb. 18, 2016 | Dec. 15, 2015 | Jul. 23, 2015 | May 31, 2016 | May 31, 2015 | Nov. 30, 2015 |
Debt instrument bearing interest | 8.00% | |||||||
Debt discount | $ 72,218 | $ 5,166 | ||||||
Derivative liability | 81,739 | $ 60,356 | ||||||
Change in fair value of derivative liability | 49,328 | |||||||
Related Party Investor [Member] | ||||||||
Company received from investor | $ 50,000 | |||||||
Debt instrument bearing interest | 8.00% | |||||||
Debt instrument maturity date | May 18, 2018 | Jun. 17, 2016 | Jun. 15, 2016 | |||||
Debt conversion price | $ 0.10 | $ 0.15 | $ 0.15 | |||||
Debt conversion price, description | If an equity transaction occurs at a price below $0.10, then the conversion price will adjust to such price. | |||||||
Debt discount | $ 47,132 | 839 | ||||||
Derivative liability | $ 47,132 | |||||||
Change in fair value of derivative liability | 18 | |||||||
Fair value of derivative liability | 47,114 | |||||||
Derivative debt discount | 46,293 | |||||||
Third Party Investor [Member] | ||||||||
Company received from investor | $ 25,000 | |||||||
Debt instrument bearing interest | 8.00% | |||||||
Debt instrument maturity date | May 23, 2018 | |||||||
Debt conversion price | $ 0.10 | |||||||
Debt conversion price, description | If an equity transaction occurs at a price below $0.10, then the conversion price will adjust to such price. | |||||||
Debt discount | $ 23,579 | 258 | ||||||
Derivative liability | $ 23,579 | |||||||
Fair value of derivative liability | 23,579 | |||||||
Derivative debt discount | 23,321 | |||||||
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 | 29,752 | ||||||
Derivative liability | 111,074 | |||||||
Change in fair value of derivative liability | $ 61,074 | 49,310 | ||||||
Fair value of derivative liability | 11,046 | |||||||
Derivative debt discount | $ 20,247 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Conversion Feature (Details) | 6 Months Ended |
May 31, 2016USD ($) | |
Balance beginning | $ 60,356 |
Change in fair market value of derivative liabilities | (49,310) |
Balance ending | 11,046 |
Related Party Investor [Member] | |
Balance beginning | |
Debt discount originated from derivative liabilities | 47,132 |
Change in fair market value of derivative liabilities | (18) |
Balance ending | 47,114 |
Third Party Investor [Member] | |
Balance beginning | |
Debt discount originated from derivative liabilities | 23,579 |
Change in fair market value of derivative liabilities | |
Balance ending | $ 23,579 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value Assumptions of Commitment and Re-measurement Dates for Derivative Liabilities (Details) | 6 Months Ended |
May 31, 2016 | |
Expected dividends | |
Expected volatility | 153.55% |
Expect term | 6 months 29 days |
Risk free interest rate | 0.68% |
Related Party Investor [Member] | |
Expected dividends | |
Expected volatility | 270.72% |
Expect term | 1 year 11 months 16 days |
Risk free interest rate | 0.68% |
Third Party Investor [Member] | |
Expected dividends | |
Expected volatility | 270.29% |
Expect term | 1 year 11 months 23 days |
Risk free interest rate | 0.68% |
Commitment Date [Member] | |
Expected dividends | |
Expected volatility | 296.84% |
Expect term | 1 year 5 months 9 days |
Risk free interest rate | 0.33% |
Commitment Date [Member] | Related Party Investor [Member] | |
Expected dividends | |
Expected volatility | 268.40% |
Expect term | 2 years |
Risk free interest rate | 0.63% |
Commitment Date [Member] | Third Party Investor [Member] | |
Expected dividends | |
Expected volatility | 268.94% |
Expect term | 2 years |
Risk free interest rate | 0.69% |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2016 | May 31, 2016 | May 31, 2015 | Mar. 02, 2016 | Nov. 30, 2015 | |
Stockholders Equity Disclosure [Line Items] | |||||
Stock based compensation | $ 500,000 | $ 500,000 | $ 2,500 | ||
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 | |||
Mr. Baruch Halperns [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Common stock shares authorized | 3,000,000 | ||||
Common stock held for future issue | 3,000,000 | ||||
Number of shares claw-back in case of voluntarily resigns | 2,250,000 | ||||
Remaining shares of common stock | 750,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Employee Stock Compensation (Details) | 6 Months Ended |
May 31, 2016shares | |
Share based compensation common stock shares issued | 5,000,000 |
Issued stock, description | common stock shares |
Dr. Neil Williams, CEO G3P [Member] | |
Share based compensation common stock shares issued | 2,000,000 |
Issued stock, description | common stock shares |
Robert Kohn, CEO BioPower [Member] | |
Share based compensation common stock shares issued | 1,250,000 |
Issued stock, description | common stock shares |
Bonnie Nelson, Director of Strategy [Member] | |
Share based compensation common stock shares issued | 1,250,000 |
Issued stock, description | common stock shares |
Benjamin Williams, Sr. Vice President [Member] | |
Share based compensation common stock shares issued | 500,000 |
Issued stock, description | common stock shares |
Commitments and Contingencies37
Commitments and Contingencies (Details Narrative) - USD ($) | May 20, 2016 | May 29, 2015 | Jun. 03, 2013 | May 31, 2016 | May 31, 2015 | May 31, 2015 | May 31, 2014 |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Salaries expense | $ 120,000 | ||||||
Accrued officers and directors payroll | $ 377,000 | ||||||
Rent expense | $ 28,210 | $ 25,425 | |||||
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) | 6 Months Ended |
May 31, 2016USD ($) | |
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. |
Mr. Baruch Halpern [Member] | Chief Operating Officer [Member] | |
Term of contract | 2 years 5 months |
Contract expiration date | Aug. 10, 2018 |
Salary | $ 120,000 |
Salary deferral | All salaries will be accrued but may be paid from the Companys available cash flow funds. |
Commitments and Contingencies39
Commitments and Contingencies - Schedule of Employees Compensation (Details) | May 31, 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) - Subsequent Event [Member] | May 31, 2016USD ($)$ / shares |
Loan amount | $ | $ 200,000 |
Debt conversion, rate percentagge | 100.00% |
Debt conversion price | $ / shares | $ 0.10 |