Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2020 | Sep. 03, 2021 | May 28, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Biopower Operations Corp | ||
Entity Central Index Key | 0001510832 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Document Period End Date | Nov. 30, 2020 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 784,045 | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Current assets | ||
Cash | ||
Total assets | 0 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 406,202 | 361,213 |
Accounts payable and accrued expenses - related party | 1,545,751 | 1,460,995 |
Notes payable | 130,671 | 130,671 |
Convertible debt | 368,031 | 368,031 |
Convertible debt - related parties, | 399,448 | 399,448 |
Notes payable | 193,667 | 193,667 |
Notes payable - related parties | 1,320,700 | 1,320,700 |
Total current liabilities | 4,364,469 | 4,234,724 |
Commitments and Contingencies (Note 9) | ||
Stockholders' deficit | ||
Preferred stock, $1.00 par value: 10,000 authorized, 1 share issued and outstanding on November 30, 2020 and November 30, 2019, respectively | 1 | 1 |
Common stock, $0.0001 par value: 100,000,000 authorized; 43,107,680 and 43,107,680 issued and outstanding on November 30, 2020 and November 30, 2019, respectively | 4,312 | 4,312 |
Additional paid-in capital | 4,746,884 | 4,746,884 |
Accumulated deficit | (9,115,666) | (8,985,921) |
Total stockholders' deficit | (4,364,469) | (4,234,724) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 1 | $ 1 | |
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares issued | 1 | 1 | |
Preferred stock, shares outstanding | 1 | 1 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.10 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 43,107,680 | 43,107,680 | |
Common stock, shares outstanding | 43,107,680 | 43,107,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Selling, general and administrative expenses | ||
Total operating expenses | ||
Loss from operations | ||
Other expenses | ||
Interest expense | (44,990) | (44,990) |
Interest expense -related party | (84,755) | (84,755) |
Total other expenses | (129,745) | (129,745) |
Net loss | $ (129,745) | $ (129,745) |
Net loss per common share: basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding: basic and diluted | 43,107,680 | 43,107,680 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (129,745) | $ (129,745) |
Adjustments to reconcile net loss to net Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | 44,990 | 44,990 |
Accounts payable and accrued expenses - related party | 84,755 | 84,755 |
Net cash used in operating activities | ||
Net increase in cash and cash equivalents | ||
Cash and cash equivalents at beginning of period | ||
Cash and cash equivalents at end of period | ||
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Nov. 30, 2018 | $ 1 | $ 4,312 | $ 4,746,884 | $ (8,856,176) | $ (4,104,979) |
Balance, shares at Nov. 30, 2018 | 1 | 43,107,680 | |||
Net loss | (129,745) | (129,745) | |||
Balance at Nov. 30, 2019 | $ 1 | $ 4,312 | 4,746,884 | (8,985,921) | (4,234,724) |
Balance, shares at Nov. 30, 2019 | 1 | 43,107,680 | |||
Net loss | (129,745) | (129,745) | |||
Balance at Nov. 30, 2020 | $ 4,312 | $ 4,746,884 | $ (9,115,666) | $ (4,364,469) | |
Balance, shares at Nov. 30, 2020 | 43,107,680 |
Organization
Organization | 12 Months Ended |
Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization: BioPower Corporation (“BioPower” or “the Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly-owned subsidiary. On October 24, 2014, the Company executed a Share Exchange Agreement (“SEA”) with Green 3 3 3 3 3 3 3 3 The Company’s fiscal year end is November 30. On January 6, 2011, we acquired 100% of BioPower Corporation (“BC”), a Florida corporation incorporated on September 13, 2010, by our then-CEO and Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly owned subsidiary of the Company. On May 12, 2012 the Company formed FTZ Energy Exchange Inc., a wholly owned subsidiary, for the future development of an energy exchange. On June 7, 2012, the Company’s then-Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC (“FTZ”), a wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how and technology to build transaction fee-based exchanges for the sale of products and services in vertical markets. On August 2, 2012, the Company formed Agribopo, Inc., a wholly owned subsidiary for the development of biomass related projects. On November 27, 2012, the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC to convert biomass wastes from animals, humans and cellulosic biomass to cellulosic ethanol, fertilizer and other derivative products. On October 24, 2014, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Green 3 3 3 3 3 3 3 3 By October 24, 2016, G 3 3 In 2019, we entered into a memorandum of understanding with WPP Energy GmbH and China Energy Partners, but after exhausting all efforts we were unable to negotiate a definitive agreement or close the transaction On June 29, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”). Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (collectively, the “HyFi Tokens”) expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” means a decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets. In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company intends to use the Cash Consideration to bring the Company into a fully reporting status with the Securities and Exchange Commission and for public company operating expenses. Pursuant to the terms of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock. Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will have the following terms, among others: 1. Authorized Shares of Series C Preferred Stock. 2. Conversion. 3. Voting. 4. Dividends. The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration. Series A Preferred Stock Redemption Agreement & Senior Promissory Note Also on the Closing Date, the Company and China Energy Partners, LLC (“CEP”) entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The Series A Share will be held in escrow by an attorney designated by CEP (the “Escrow Agent”), and the CEP will designate such Escrow Agent within 30 calendar days after the Closing Date. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the Escrow Agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the Escrow Agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Principles of Consolidation All inter-company accounts and transactions have been eliminated in consolidation Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of November 30, 2020 the company had a working capital deficit of $4,364,469 and negative shareholders’ equity of $4,364,469. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended November 30, 2020 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On November 30, 2020, and November 30, 2019, the Company’s cash equivalents totaled $-0- and $-0- respectively. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We intend to adopt ASC 842 on July 1, 2020. The adoption of this guidance is not expected to have any impact on our financial statements. Stockholders’ Equity The Company has authorized 100,000,000 shares of Common Stock with a par value of $0.0001 and 10,000 shares of Preferred Stock with a par value of $1.00. As of November 30, 2020, and November 30, 2019, respectively, there were 43,107,680 shares of Common Stock issued and outstanding, and 1 shares of Preferred Stock issued and outstanding, respectively. |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 3. Notes Payable and Convertible Debt Notes payable consists of the following: Balance Interest Rate Maturity Demand loans $ 551,167 4% to 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance – November 30, 2020 and 2019 $ 694,198 As of November 30, 2020 and November 30, 2019 all loans are past due and in default. On July 27, 2016, the Company entered into demand loan agreements with a third-party investor totaling $193,667 at 4% interest, Payable upon demand. Between October 28, 2011 and January 7, 2012, the Company issued a total of $70,000 notes payable. Interest on note is payable at 4%. Tied to loan agreement. Interest on loan is payable at 4% The loan shall be payable on May 31, 2012. The lender may elect to convert the loan before maturity at a conversion price of $0.25 per share. The Loans and currently past due. On December 3 2013, the Company entered into convertible debt agreements with a third-party investor totaling $62,500 at 8% interest, Payable upon demand. The debt is convertible into common shares of stock at a conversion price of $0.10 per share. As of November 30, 2020 and 2019 the note is currently in default. The notes are convertible into common share at a price of $0.10 per share for any amount up to 50% of original amount of notes. On July 30 2015, the Company entered into convertible debt agreements with a third-party investor totaling $200,000 at 8% interest, due on December 31, 2015. The debt is convertible into common shares of stock at a conversion price of $0.15 per share. As of November 30, 2020 and 2019 the note is currently in default. 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 $0.10 per share. As of November 30, 2020 and 2019 the note is currently in default. On July 30, 2015, the Company entered into convertible debt agreements with a third party investor totaling $15,000 at 8% interest, due on May 23, 2018. The debt is convertible into common shares of stock at a conversion price of $.15 per share. As of November 30, 2020 and 2019 the note is currently in default. Between December 3, 2014 and July 28, 2015, the Company issued a total of $113,031 notes payable. Interest on note is payable at 8%. The loans were due prior to December 31, 2015 and are currently past due. Accrued interest on notes payable and convertible debt at November 30, 2020 and November 30, 2019 amounted to $230,080 and $185,090 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 $44,990 and $44,990 for the year ended November 31. 2020 and November 30, 2019 respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions 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 June 1, 2016 he agreed to reduce his accrued compensation by $25,000 as a contribution to additional paid in capital. He also agreed to reduce his long term note by $214,000 as a contribution to additional paid in capital. As the Company was not funded prior to December 1, 2016 the Board of Directors reversed the contribution of accrued salaries. As of November 30, 2020 and 2019, the Chief Executive Officer is owed $445,250 and $445,250, respectively, of accrued compensation. As of November 30, 2020 and 2019, the Chief Executive Officer is owed $920,514 and $886,159, respectively, of notes payable and accrued interest. 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 June 1, 2016 she agreed to reduce her accrued compensation by $225,000 as a contribution to additional paid in capital. She also agreed to reduce her long term note by $9,583 as a contribution to additional paid in capital. As the Company was not funded prior to December 1, 2016 the Board of Directors reversed the contribution of accrued salaries. As of November 30, 2020 and 2019, the Director is owed a total of $440,833 and $440,833, respectively, of accrued compensation. As of November 30, 2020 and 2019, the Director is owed a total of $853,392 and $822,992, respectively, of notes payable and accrued interest. As of November 30, 2016 a related party investor advanced a total of $99,448 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. As of November 30, 2020 and 2019 the note is currently in default. 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. As of November 30, 2020 and 2019 the note is currently in default. In May, 2016 the Chief Operating Officer made a loan of $50,000, bearing interest at 8% due on or before May 18, 2018. The debt is convertible into common shares of stock at a conversion price of $0.10 per share. As of November 30, 2020 and 2019 the note is currently in default. In July, 2016 the Chief Operating Officer made a loan of $50,000 as collateral, bearing interest at 8% due on or before July 31, 2018. The debt is convertible into common shares of stock at a conversion price of $0.10 per share. As of November 30, 2020 and 2019 the note is currently in default. Accrued interest on related party notes payable and convertible debt at November 30, 2020 and November 30, 2019, amounted to $399,398 and $314,642, 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 $84,755 and $84,755 for the year ended November 30, 2020 and 2019, 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. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 5. Stockholders’ Deficit In September, 2016, the Company accepted a common stock subscription for 1,000,000 shares of common stock at $0.10 per share or $100,000. There are 43,107,680 and 43,107,680 shares issued and outstanding at November 30, 2020 and November 30, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies 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 | 12 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events On June 29, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”). Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (collectively, the “HyFi Tokens”) expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” means a decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets. In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company intends to use the Cash Consideration to bring the Company into a fully reporting status with the Securities and Exchange Commission and for public company operating expenses. Pursuant to the terms of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock. Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will have the following terms, among others: 1. Authorized Shares of Series C Preferred Stock. 2. Conversion. 3. Voting. 4. Dividends. The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration. Series A Preferred Stock Redemption Agreement & Senior Promissory Note Also on the Closing Date, the Company and China Energy Partners, LLC (“CEP”) entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The Series A Share will be held in escrow by an attorney designated by CEP (the “Escrow Agent”), and the CEP will designate such Escrow Agent within 30 calendar days after the Closing Date. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the Escrow Agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the Escrow Agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note. On August 5, 2021 Company did the following share issuances: The Company issued 50,000 shares of common stock valued at ($0.05 per share) to a consultant. The Company issued 750,000 shares of common stock valued at ($0.05 per share) to Baruch Halpern for severance compensation. The Company issued 546,160 shares of common stock valued at ($0.05 per share) to Robert Kohn for partial conversion of accrued compensation. The Company issued 546,160 shares of common stock valued at ($0.05 per share) to Bonnie Nelson for partial conversion of accrued compensation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation All inter-company accounts and transactions have been eliminated in consolidation |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of November 30, 2020 the company had a working capital deficit of $4,364,469 and negative shareholders’ equity of $4,364,469. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended November 30, 2020 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. |
Cash and Cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On November 30, 2020, and November 30, 2019, the Company’s cash equivalents totaled $-0- and $-0- respectively. |
Income Taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Net Loss Per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We intend to adopt ASC 842 on July 1, 2020. The adoption of this guidance is not expected to have any impact on our financial statements. |
Stockholders' Equity | Stockholders’ Equity The Company has authorized 100,000,000 shares of Common Stock with a par value of $0.0001 and 10,000 shares of Preferred Stock with a par value of $1.00. As of November 30, 2020, and November 30, 2019, respectively, there were 43,107,680 shares of Common Stock issued and outstanding, and 1 shares of Preferred Stock issued and outstanding, respectively. |
Notes Payable and Convertible_2
Notes Payable and Convertible Debt (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Balance Interest Rate Maturity Demand loans $ 551,167 4% to 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance – November 30, 2020 and 2019 $ 694,198 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jun. 29, 2021 | Jun. 07, 2012 | Sep. 13, 2010 | Nov. 30, 2020 | Nov. 30, 2019 | Jan. 06, 2011 |
Ownership percentage | 100.00% | |||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||
Subsequent Event [Member] | ||||||
Cash consideration, acquisition | $ 300,000 | |||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||
Cash consideration, acquisition | $ 900,000 | |||||
Preferred stock, shares authorized | 900,000 | |||||
Stock conversion, shares | 450 | |||||
Stock conversion, issued shares | 900,000 | |||||
Stock conversion, description | The holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. | |||||
Number of preferred stock voting rights | 450 | |||||
Subsequent Event [Member] | HyFi Tokens [Member] | ||||||
Number of consideration shares | $ 400,000,000 | |||||
China Energy Partners, LLC [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | Redemption Agreement [Member] | ||||||
Debt instrument, principal value | $ 1,000,000 | |||||
CEO [Member] | ||||||
Percentage of outstanding shares | 100.00% | |||||
CEO [Member] | FTZ Exchange, LLC [Member] | ||||||
Percentage of outstanding shares | 100.00% | |||||
Director [Member] | ||||||
Percentage of outstanding shares | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2016 |
Accounting Policies [Abstract] | ||||
Working capital deficit | $ 4,364,469 | |||
Stockholders' deficit | 4,364,469 | $ 4,234,724 | $ 4,104,979 | |
Cash equivalents | $ 0 | $ 0 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.10 | |
Preferred stock, shares authorized | 10,000 | 10,000 | ||
Preferred stock, par value | $ 1 | $ 1 | ||
Common stock, shares issued | 43,107,680 | 43,107,680 | ||
Common stock, shares outstanding | 43,107,680 | 43,107,680 | ||
Preferred stock, shares issued | 1 | 1 | ||
Preferred stock, shares outstanding | 1 | 1 |
Notes Payable and Convertible_3
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | May 23, 2016 | Jul. 30, 2015 | Jan. 07, 2012 | Jul. 28, 2015 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Jul. 27, 2016 | Dec. 03, 2013 | May 31, 2012 |
Notes payable | $ 694,198 | $ 694,198 | ||||||||
Debt instrument, interest | 8.00% | |||||||||
Additional note payable | $ 113,031 | 551,167 | ||||||||
Debt instrument maturity date | Dec. 31, 2015 | |||||||||
Accrued interest | 230,080 | 185,090 | ||||||||
Third Party Investor [Member] | ||||||||||
Conversion price per share | $ 0.10 | |||||||||
Third Parties [Member] | ||||||||||
Interest expense | $ 44,990 | $ 44,990 | ||||||||
Demand Loan Agreements [Member] | Third Party Investor [Member] | ||||||||||
Notes payable | $ 193,667 | |||||||||
Debt instrument, interest | 4.00% | |||||||||
Demand Loan Agreements [Member] | Lender [Member] | ||||||||||
Debt instrument, interest | 4.00% | 4.00% | ||||||||
Additional note payable | $ 70,000 | |||||||||
Conversion price per share | $ 0.25 | |||||||||
Convertible Debt Agreement [Member] | Third Party Investor [Member] | ||||||||||
Debt instrument, interest | 8.00% | 8.00% | 8.00% | |||||||
Conversion price per share | $ 0.10 | $ 0.15 | $ 0.10 | |||||||
Convertible debt | $ 25,000 | $ 15,000 | $ 62,500 | |||||||
Debt instrument, original percentage | 50.00% | |||||||||
Debt instrument maturity date | May 23, 2018 | May 23, 2018 | ||||||||
Convertible Debt Agreement [Member] | Third Party Investor One [Member] | ||||||||||
Debt instrument, interest | 8.00% | |||||||||
Conversion price per share | $ 0.15 | |||||||||
Convertible debt | $ 200,000 | |||||||||
Debt instrument maturity date | Dec. 31, 2015 |
Notes Payable and Convertible_4
Notes Payable and Convertible Debt - Schedule of Notes Payable (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Jul. 28, 2015 | Nov. 30, 2020 | Nov. 30, 2019 | |
Beginning balance | $ 694,198 | ||
Borrowings | $ 113,031 | 551,167 | |
Reclassification of accrued compensation to notes payable | 143,031 | 143,031 | |
Ending balance | $ 694,198 | $ 694,198 | |
Interest rate | 8.00% | ||
Maturity date | December 1, 2017 | Various | |
Notes Payable [Member] | |||
Interest rate | 8.00% | 8.00% | |
Minimum [Member] | |||
Interest rate | 4.00% | 4.00% | |
Maximum [Member] | |||
Interest rate | 8.00% | 8.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 30, 2016 | Jun. 02, 2016 | May 27, 2016 | Jul. 31, 2016 | May 31, 2016 | Mar. 31, 2016 | Jul. 28, 2015 | Nov. 30, 2020 | Nov. 30, 2019 | May 23, 2016 | May 18, 2016 | Mar. 02, 2016 |
Debt instrument bearing interest | 8.00% | |||||||||||
Debt instrument maturity date | Dec. 31, 2015 | |||||||||||
Accrued interest | $ 399,398 | $ 314,642 | ||||||||||
Interest expense related party | 84,755 | 84,755 | ||||||||||
Director of Business Strategy [Member] | ||||||||||||
Accrued compensation | $ 669,582 | |||||||||||
Debt instrument bearing interest | 4.00% | |||||||||||
Debt instrument maturity date | Dec. 1, 2017 | |||||||||||
Debt instrument, description | 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. | |||||||||||
Third Party Investor [Member] | ||||||||||||
Debt instrument, price per share | $ 0.10 | |||||||||||
Loan amount | $ 100,000 | |||||||||||
Convertible notes payable to related parties | $ 25,000 | |||||||||||
Additional Paid-in Capital [Member] | ||||||||||||
Accrued compensation | $ 25,000 | |||||||||||
Reduced long term notes | 214,000 | |||||||||||
Additional Paid-in Capital [Member] | Director of Business Strategy [Member] | ||||||||||||
Accrued compensation | 225,000 | $ 206,250 | ||||||||||
Reduced long term notes | $ 9,583 | |||||||||||
CEO [Member] | ||||||||||||
Accrued compensation | $ 874,000 | 445,250 | 445,250 | |||||||||
Debt instrument bearing interest | 4.00% | |||||||||||
Debt instrument maturity date | Dec. 1, 2017 | |||||||||||
Debt instrument, description | 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. | |||||||||||
Notes payable to related parties | 920,514 | 886,159 | ||||||||||
CEO [Member] | Additional Paid-in Capital [Member] | ||||||||||||
Accrued compensation | $ 206,250 | |||||||||||
Director [Member] | ||||||||||||
Accrued compensation | 440,833 | 440,833 | ||||||||||
Notes payable to related parties | $ 853,392 | $ 822,992 | ||||||||||
Investor [Member] | ||||||||||||
Notes payable to related parties | $ 99,448 | |||||||||||
Debt instrument, conversion percentage | 100.00% | |||||||||||
Debt instrument, price per share | $ 0.15 | |||||||||||
COO [Member] | ||||||||||||
Debt instrument bearing interest | 8.00% | 8.00% | 8.00% | |||||||||
Debt instrument maturity date | Jul. 31, 2018 | May 18, 2018 | Mar. 2, 2018 | |||||||||
Debt instrument, conversion percentage | 100.00% | |||||||||||
Debt instrument, price per share | $ 0.10 | $ 0.10 | $ 0.15 | $ 0.10 | ||||||||
Loan amount | $ 50,000 | $ 50,000 | $ 100,000 | |||||||||
Officer [Member] | ||||||||||||
Debt instrument, price per share | $ 0.10 | |||||||||||
Loan amount | $ 50,000 | |||||||||||
Convertible notes payable to related parties | $ 50,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2016 |
Equity [Abstract] | |||
Common stock subscription, shares | 1,000,000 | ||
Common stock, per share | $ 0.0001 | $ 0.0001 | $ 0.10 |
Common stock subscription, value | $ 100,000 | ||
Common stock, shares issued | 43,107,680 | 43,107,680 | |
Common stock, shares outstanding | 43,107,680 | 43,107,680 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 29, 2021 | Aug. 05, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2016 |
Preferred stock, shares authorized | 10,000 | 10,000 | |||
Common stock, shares issued | 43,107,680 | 43,107,680 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.10 | ||
Subsequent Event [Member] | |||||
Cash consideration, acquisition | $ 300,000 | ||||
Subsequent Event [Member] | Consultant [Member] | |||||
Common stock, shares issued | 50,000 | ||||
Common stock, par value | $ 0.05 | ||||
Subsequent Event [Member] | Baruch Halpern [Member] | |||||
Common stock, shares issued | 750,000 | ||||
Common stock, par value | $ 0.05 | ||||
Subsequent Event [Member] | Robert Kohn [Member] | |||||
Common stock, shares issued | 546,160 | ||||
Common stock, par value | $ 0.05 | ||||
Subsequent Event [Member] | Bonnie Nelson [Member] | |||||
Common stock, shares issued | 546,160 | ||||
Common stock, par value | $ 0.05 | ||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||
Cash consideration, acquisition | $ 900,000 | ||||
Preferred stock, shares authorized | 900,000 | ||||
Stock conversion, shares | 450 | ||||
Stock conversion, issued shares | 900,000 | ||||
Stock conversion, description | The holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. | ||||
Number of preferred stock voting rights | 450 | ||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | China Energy Partners, LLC [Member] | Redemption Agreement [Member] | |||||
Debt instrument, principal value | $ 1,000,000 | ||||
Subsequent Event [Member] | HyFi Tokens [Member] | |||||
Number of consideration shares | $ 400,000,000 |