Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2023 | Jun. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 000-53274 | |
Entity Registrant Name | BioPower Operations Corporation | |
Entity Central Index Key | 0001510832 | |
Entity Tax Identification Number | 27-4460232 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 20801 Biscayne Blvd | |
Entity Address, Address Line Two | Suite 403 | |
Entity Address, City or Town | Aventura | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33180 | |
City Area Code | (786) | |
Local Phone Number | 923-0272 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,625,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Current assets | ||
Cash and cash equivalents | $ 135 | $ 825 |
Accounts receivable | 331 | 331 |
Inventory | 12,893 | 12,893 |
Total assets | 13,359 | 14,049 |
Current liabilities | ||
Deferred revenue | 375,000 | 375,000 |
Convertible debt variable priced conversion, not of discount of $7,639 | 216,111 | 157,167 |
Notes payable | 193,667 | 193,667 |
Derivative liability | 262,077 | 262,050 |
Total current liabilities | 6,100,680 | 5,953,792 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ deficit | ||
Common Stock owed | 125,000 | 125,000 |
Common stock, $.0001 par value: 500,000,000 authorized; 45,625,000 and 45,625,000 issued and outstanding on February 28, 2023 and November 30, 2022, respectively | 4,564 | 4,564 |
Additional paid-in capital | 4,279,317 | 4,279,317 |
Accumulated deficit | (10,497,102) | (10,349,524) |
Total stockholders’ deficit | (6,087,321) | (5,939,743) |
Total liabilities and stockholders’ deficit | 13,359 | 14,049 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock , value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock , value | 900 | 900 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued expenses | 499,159 | 451,846 |
Notes payable | 130,671 | 130,671 |
Convertible debt | 368,031 | 368,031 |
Related Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued expenses | 2,335,817 | 2,295,213 |
Notes payable | 1,320,700 | 1,320,700 |
Convertible debt | 399,447 | 399,447 |
Related Party [Member] | Senior Secured Related Party [Member] | ||
Current liabilities | ||
Notes payable |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Feb. 28, 2023 USD ($) $ / shares shares |
Convertible debt, discount | $ | $ 7,639 |
Preferred stock, shares issued | 900,000 |
Preferred stock, shares outstanding | 900,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 45,625,000 |
Common stock, shares outstanding | 45,625,000 |
Series A Preferred Stock [Member] | |
Preferred stock, par value | $ / shares | $ 1 |
Preferred stock, shares authorized | 10,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Series C Preferred Stock [Member] | |
Preferred stock, par value | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 900,000 |
Preferred stock, shares outstanding | 900,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Revenue: | ||
Total Revenue | $ 200,000 | |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Sale of Tokens [Member] | Sale of Tokens [Member] |
Operating expenses | ||
Selling, general and administrative expenses | $ 50,850 | $ 151,425 |
Total operating expenses | 50,850 | 151,425 |
Income / (Loss) from operations | (50,850) | 48,575 |
Other expenses | ||
Loss on derivative | (27) | |
Total other expenses | (96,728) | (47,395) |
Net loss | $ (147,578) | $ 1,180 |
Net loss per common share: basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding: basic and diluted | 45,625,000 | 45,000,000 |
Nonrelated Party [Member] | ||
Other expenses | ||
Interest expense -related party | $ (75,512) | $ (11,247) |
Related Party [Member] | ||
Other expenses | ||
Interest expense -related party | $ (21,189) | $ (36,148) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (147,578) | $ 1,180 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock issued for services | ||
Amortization of debt discount | 58,944 | |
Gain on derivative | 27 | |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (200,000) | |
Increase in prepaid expenses | (20,000) | |
Accounts payable and accrued expenses | 47,313 | (7,929) |
Accounts payable and accrued expenses - related party | 40,604 | 139,257 |
Net cash used in operating activities | (690) | (87,492) |
Net increase in cash and cash equivalents | (690) | (87,492) |
Cash and cash equivalents at beginning of period | 825 | 95,973 |
Cash and cash equivalents at end of period | 135 | 8,481 |
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 (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] | Common Stock Payable [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Nov. 30, 2021 | $ 1 | $ 900 | $ 4,500 | $ 4,140,411 | $ (9,556,990) | $ (5,411,178) | |
Balance, shares at Nov. 30, 2021 | 1 | 900,000 | 45,000,000 | ||||
Net loss | 1,180 | 1,180 | |||||
Balance at Feb. 28, 2022 | $ 1 | $ 900 | $ 4,500 | 4,140,411 | (9,555,810) | (5,409,998) | |
Balance, shares at Feb. 28, 2022 | 1 | 900,000 | 45,000,000 | ||||
Balance at Nov. 30, 2022 | $ 900 | $ 125,000 | $ 4,564 | 4,279,317 | (10,349,524) | (5,939,743) | |
Balance, shares at Nov. 30, 2022 | 900,000 | 500,000 | 45,625,000 | ||||
Net loss | (147,578) | (147,578) | |||||
Balance at Feb. 28, 2023 | $ 900 | $ 125,000 | $ 4,564 | $ 4,279,317 | $ (10,497,102) | $ (6,087,321) | |
Balance, shares at Feb. 28, 2023 | 900,000 | 500,000 | 45,625,000 |
Organization
Organization | 3 Months Ended |
Feb. 28, 2023 | |
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 Green3Power Holdings Company (“G3P”) to acquire G3P and its wholly owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”), and Green3Power International Company, a Nevis corporation (“G3PI”). This transaction was a stock for stock exchange (the “Exchange”), which was accounted for as an acquisition and recorded as an expense based on the fair value of the Company’s common stock as of the date of the exchange. Also exchanged was one share of the Company’s Series B preferred stock, which is convertible into common shares two years from the date of the SEA, if certain milestones are met as required by the SEA. No value was attributed to the preferred share. We conduct all of our operations through G3P and its subsidiaries which are primarily engaged in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services globally. The Company’s fiscal year end is November 30. On January 6, 2011, we acquired 100 100 On October 24, 2014, the Company entered into the SEA with G3P to acquire G3P and its wholly owned subsidiaries, G3P OPS and G3PI through the Exchange. By October 24, 2016, G3P had failed to meet the provisions of the SEA that would allow G3P to take over control of the Company. As a result, the Company’s Board of Directors tried to come to an arrangement to separate BioPower from its subsidiaries, but in the end, decided that it would be in the best interests of the Company’s shareholders to move forward looking for a new acquisition. From October 24, 2016 until February 2017, the Company continued project development of waste-to-energy projects with extremely limited funds. In February 2017, the Company ceased all operations. At that time, we became a shell company. 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” refers to the HyFi Decentralized Finance (“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”) in connection with qualifying products, licenses and projects. In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 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 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. The number of authorized shares of Series C preferred stock will be 900,000 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stockholder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 900,000 subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions. 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. On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock. Series A Preferred Stock Redemption Agreement & Senior Promissory Note Also on the Closing Date, the Company and 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 On October 7, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated articles in the State of Nevada and with FINRA, in order to change its corporate name from BioPower Operations Corporation. to HyFi Corp (the “Name Change”). The State of Nevada has officially changed the name of the Company to HYFI Corp. The Name Change and stock symbol change will be effective for Securities and Exchange Commission or trading purposes until it is cleared by the Financial Industry Regulatory Authority (FINRA). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements filed as part of the Company’s Annual Report on Form 10-K with the SEC on June 15, 2023. 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”) Accounting Standard Codification (the “ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Going Concern The accompanying unaudited consolidated 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 February 28, 2023, the Company had an accumulated deficit of $ 10,497,102 6,087,321 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 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. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin. As of February 28, 2023 and November 30, 2022, inventory amounted to $ 12,893 12,893 Revenue Recognition On July 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 Concentration One customers accounted for 100 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 February 28, 2023, and November 30, 2022, the Company’s cash equivalents totaled $ 135 825 Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% 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 ASC 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 ASC Topic 260, “Earnings per Share.” Basic earnings per common share 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 Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 1, 2021. The adoption of ASC 842 did not have any impact on our financial statements. Stockholders’ Equity On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 On March 4, 2022, the Company issued 625,000 0.40 250,000 As of February 28, 2023, and November 30, 2022, respectively, there were 45,625,000 45,625,000 900,000 1 0 |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 3 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 3. Notes Payable and Convertible Debt Notes payable consists of the following: Schedule of Notes Payable Balance Interest Rate Maturity Demand loans $ 551,167 4 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance –February 28, 2023 and November 30, 2022 $ 694,198 As of February 28, 2023 and November 30, 2022, 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 4 Between October 28, 2011 and January 7, 2012, the Company issued a total of $ 70,000 May 31, 2012 4 0.25 On December 3, 2013, the Company entered into convertible debt agreements with a third-party investor totaling $ 62,500 8 0.10 50 On July 30, 2015, the Company entered into convertible debt agreements with a third-party investor totaling $ 200,000 8 December 31, 2015 0.15 On May 23, 2016, the Company entered into convertible debt agreements with a third-party investor totaling $ 25,000 8 May 23, 2018 0.10 On July 30, 2015, the Company entered into convertible debt agreements with a third-party investor totaling $ 15,000 8 May 23, 2018 0.15 On July 30, 2015, the Company entered into convertible debt agreements with a third-party investor totaling $ 15,000 8 May 23, 2018 0.15 Between December 3, 2014 and July 28, 2015, the Company issued a total of $ 113,031 8 December 31, 2015 Accrued interest on notes payable and convertible debt at February 28, 2023 and November 30, 2022 amounted to $ 320,089 275,071 Interest expense on notes payable and convertible debt with third parties amounted to $ 11,247 11,247 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Feb. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions On May 27, 2016, the former Chief Executive Officer, now our Chief Financial Officer, agreed to reduce his accrued compensation by $ 206,250 874,000 4 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 25,000 214,000 445,250 445,250 15,722.47 805,637 805,637 On May 27, 2016, the Director of Strategy agreed to reduce her accrued compensation by $ 206,250 660,000 4 December 1, 2017 710,000 50,000 8 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 225,000 9,583 440,833 440,833 883,791 883,791 27,308 As of November 30, 2016, a related party investor advanced a total of $ 99,448 June 15, 2016 100 0.15 In March 2016, the Chief Operating Officer loaned to the Company $ 100,000 8 March 2, 2018 100 0.15 0.10 50,000 0.10 50,000 0.10 0.10 25,000 0.10 25,000 100,000 0.10 0.10 In May 2016, the Chief Operating Officer made a loan of $ 50,000 8 May 18, 2018 0.10 In July 2016, the Chief Operating Officer made a loan of $ 50,000 8 July 31, 2018 0.10 On June 29, 2021 the Company entered into an employment agreement with Robert Kohn. The Company agreed to an annual salary of $ 150,000 168,750 25,000 During the year ended November 30, 2021 the Company issued 17,500,000 0 175,000 5 Accrued interest on related party notes payable and convertible debt at November 30, 2022 and November 30, 2021, amounted to $ 568,912 484,156 Interest expense on notes payable and convertible debt with related parties amounted to $ 84,756 84,756 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. Convertible Loans – variable priced conversion Diagonal Lending Securities Purchase Agreement & Convertible Note On May 31, 2022, the Company entered into a Securities Purchase Agreement (the “Diagonal Lending SPA”) by and between the Company and 1800 Diagonal Lending LLC (“Diagonal Lending”). Pursuant to the terms of the Diagonal Lending SPA, the Company agreed to sell, and Diagonal Lending agreed to purchase, a convertible note of the Company in the aggregate principal amount of $ 90,000 78,750 55,000 On May 31, 2022 ,August 5, 2022 and September 26, 2022, pursuant to the terms of the Diagonal Lending SPA, the Company issued to Diagonal Lending a convertible promissory note (the “Diagonal Lending Note”) in the principal amount of $ 90,000 78,750 55,000 10 22 Diagonal Lending has the right from time to time, and at any time following November 27, 2022 and ending on the earlier of (i) payment of all amounts due under the Diagonal Lending Note, (ii) May 31, 2023, if all amounts are repaid in full at such time, or (iii) the date full repayment of all indebtedness to convert all or any part of the indebtedness into common stock subject to the terms of the Digital Lending Note at the Conversion Price (as hereinafter defined). The “Conversion Price” means 65% multiplied by the lowest trading price for the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, subject to a 4.99% equity blocker and subject to the terms of the Diagonal Lending Note. The Diagonal Lending Note may be prepaid; provided, however, that if the Company exercises its right to prepay, the Company will make payment to Diagonal Lending of an amount in cash equal to the percentage as set forth in the table below, multiplied by the sum of: (w) the then outstanding principal amount of the Diagonal Lending Note, plus (x) accrued and unpaid interest on the unpaid principal amount of the Diagonal Lending Note, plus (y) default interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) certain other amounts owed to Diagonal Lending pursuant to the terms of the Diagonal Lending Note. Schedule of Amount Owed on Prepayment of Diagonal Lending Note Prepayment Period Prepayment Percentage May 31, 2022 to July 30, 2022 120 % July 31, 2022 to October 28, 2022 125 % October 29, 2022 to November 27, 2022 130 % After November 27, 2022, prepayment will be subject to agreement of the parties with respect to the applicable prepayment percentage. |
Senior Promissory Note _ relate
Senior Promissory Note – related party | 3 Months Ended |
Feb. 28, 2023 | |
Senior Promissory Note Related Party | |
Senior Promissory Note – related party | Note 5. Senior Promissory Note – related party On June 29, 2021, the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the Note in the principal amount of $ 1,000,000 6% On June 22, 2022, the Company entered into the Addendum and Amendment of Promissory Note (the “Note Amendment”) by and between the Company and China Energy Partners, LLC (“China Energy”). Pursuant to the terms of the Note Amendment, the Company and China Energy agreed to amend the Senior Promissory Note issued by the Company to China Energy on June 29, 2021 (the “China Energy Note”) such that (i) the principal amount and accrued interest under the China Energy Note will be repaid in full on or before June 28, 2022, with $ 800,000 200,000 60,000 On June 28, 2022, the China Energy Note, as amended by the Note Amendment, was paid in full. |
Stockholders_ deficit
Stockholders’ deficit | 3 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 6. Stockholders’ deficit On August 5, 2021, Company effected the following share issuances: The Company issued 50,000 2,500 0.05 The Company issued 750,000 37,500 0.05 The Company issued 546,160 27,307 0.05 The Company issued 546,160 27,307 0.05 On the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the Note in the principal amount of $ 1,000,000 6% On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 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 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. The number of authorized shares of Series C preferred stock will be 900,000 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of November 30, 2021, if all of the 900,000 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions. On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock. On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 0.0001 45,625,000 45,000,000 900,000 1 0 On March 5, 2022, the Company entered into a Stock Purchase Agreement (the “Compton SPA”) by and between the Company and Clarke Compton. Pursuant to the terms of the Compton SPA, the Company agreed to sell, and Mr. Compton agreed to purchase 625,000 250,000 On June 26, 2022 PIP agreed to purchase, and the Company agreed to sell 500,000 0.25 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Commitments On April 6, 2022, the Company entered into an agreement (the “Sanctum Agreement”) with Sanctum Studios (“Sanctum”) relating to The Athena Project. Pursuant to the terms of the Sanctum Agreement, Sanctum agreed to conceptualize, create and produce a collection of 20,000 121,000 121,000 40,333.33 PIP North America ILO and Multi-Agreement On June 26, 2022 , the Company entered into an ILO and Multi-Agreement (the “PIP Agreement”) with PIP North America Inc. (“PIP”). Pursuant to the terms of the PIP Agreement, the parties agreed as follows: 1. The Company agreed to provide PIP the exclusivity to list the first initial license offering (“ILO”) for a minimum of 90 days. PIP can mutually agree to allow the Company to list another ILO during this period and PIP will receive 50% of gross revenues 2. PIP will not pay any listing fee for its first three ILOs, and the Company will provide free consulting services to help structure the ILOs. 3. The Company agreed to provide services necessary from Super How for the customization of the HyFi technology for the first three PIP ILOs, including smart contracts for each listing. 4. The Company agreed to provide, at the Company’s cost, Prime Trust for anti-money laundering (AML) and know your customer (KYC) services, including processing of the payments, conversion of tokens to fiat currency for the use by the ILO issuer and all other services necessary for any ILOs, projects or bridge loans that PIP agrees to list on HyFi marketplaces to raise capital. 5. The Company agreed to provide PIP with Exclusive License options for one-year $ 1 10 Whoever brings the issuer will receive 75% of the gross revenues and whoever does not bring the issuer will receive 25% of the gross revenues 6. PIP agreed to pay the Company 5 7. PIP agreed to purchase, and the Company agreed to sell 500,000 0.25 8. PIP agreed to purchase, and the Company agreed to sell 3,125,000 0.04 125,000 9. The Company agreed to grant PIP an option to purchase up to 50 HyFi vaults for $1,000. The option will expire on August 30, 2022. 10. The Company agreed to provide a license for the HyFi Vault Program, a blockchain promotional and marketing program, and services necessary from third party vendors, including Super How and Sanctum Studios. 11. In exchange for the above, PIP agreed to pay to the Company $ 500,000 On November 11, 2022, the Company entered into an agreement with Generation Power Group Limited. The Company agreed to act as a non-exclusive placement agent in connection with an offering to investors of up to an aggregate of $ 100,000,000 (a) Company Onboarding & Due Diligence Fee 125,000 (b) Placement Fee (c) Expenses (d) All fees and expenses payable hereunder are net of all applicable withholding and similar taxes. The term of this Agreement shall be from the date hereof until the earlier of: (i) 12 months from the date hereof; or (ii) the date of the closing of the Offering as agreed by HYFI and the Company. The engagement hereunder will commence upon the execution of this Agreement by both parties, and shall be terminable by either party, with or without cause, on 30 days’ prior written notice to the other. As of November 30, 2022, the Company has recorded the Onboarding & Due Diligence Fee as deferred revenue. On November 15, 2022, Robert Kohn resigned as Chief Financial Officer of the Company and as a member of the Company’s Board of Directors, effective immediately. Mr. Kohn’s resignation was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective November 15, 2022, the Board appointed Paul Christopher Walton to serve as the Company’s Chief Operating Officer, as well as the Company’s principal financial officer and principal accounting officer. Mr.Walton, Since September 2022, Mr. Walton has served as Chief Operating Officer of HyFi, helping to review its security token and renewable green energy financing business. He is responsible for developing the regulated financial infrastructure which will enable HyFi to raise capital for its clients, as well as attending to key operational responsibilities. For the past five years Mr. Walton advised several start-up fintech businesses to raise capital, arrange operations and develop business invest management and alternative investing markets. This work involved regulated blockchain and cryptocurrency businesses as well as style-based investment technology. At Optimal Asset Management, Mr. Walton grew assets and helped to develop a business which was eventually sold to BNY Mellon. Prior to this, Mr. Walton advised on a substantial portion of new technology and new product development at the London Stock Exchange’s New York operation, FTSE Russell for two periods between 2009 and 2017. Mr. Walton also ran business development for renowned economist, Mr. Stephen Ross, at his Ross, Jeffrey and Antle hedge fund, for a four-year period, helping to grow assets substantially. Mr. Walton worked for a number of leading investment banks in London over three decades from the 1980s to the early 2000’s. In this work, Mr. Walton was a highly rated financial analyst and investment strategist at the Warburg’s private bank, Schroders private bank, Goldman Sachs, Schroder Salomon Smith Barney, and Merrill Lynch. Mr. Walton received a Master’s Degree in Economics from the University of London and Bachelor’s Degree in Economics from the Victoria University of Manchester. Mr. Walton studied advanced management principles at the UK-based Ashridge Business School. For most of his career, Mr. Walton held regulatory qualifications administered by the then UK supervisory body, Financial Services Authority. Contingencies From time to time, the Company may be involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Feb. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On May 5, 2023, the Company entered into a Joint Venture Agreement with POWGEX ENERGY PTY LTD., a South Africa limited liability company (“POWGEX”). Pursuant to the terms of the Agreement, the Company will form a joint venture with POWGEX to conduct renewable energy projects in South Africa. The parties intend to enter into agreements and conduct renewable energy projects with the Sovereign Government of South Africa and its related ministries. The Company will arrange for an investment in POWGEX of USD $ 6 1 450 19.99% 1.5% POWGEX will sell between 2.22% 19.99% 450 1.11% 15.00% 450 The Agreement also requires the Company to sell up to 15% 50 Furthermore, the Company must now appoint Kip Harris, one of POWGEX’s officers, to its board of directors and James Waithaka, another of POWGEX’s officers, to its board of directors one year from the date of the Agreement. The Company will appoint one director and POWGEX will appoint two directors to the board of directors for the joint venture. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2023 | |
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”) Accounting Standard Codification (the “ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. |
Going Concern | Going Concern The accompanying unaudited consolidated 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 February 28, 2023, the Company had an accumulated deficit of $ 10,497,102 6,087,321 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 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. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin. As of February 28, 2023 and November 30, 2022, inventory amounted to $ 12,893 12,893 |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 |
Concentration | Concentration One customers accounted for 100 |
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 February 28, 2023, and November 30, 2022, the Company’s cash equivalents totaled $ 135 825 |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% 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 ASC 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 ASC Topic 260, “Earnings per Share.” Basic earnings per common share 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 Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 1, 2021. The adoption of ASC 842 did not have any impact on our financial statements. |
Stockholders’ Equity | Stockholders’ Equity On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 On March 4, 2022, the Company issued 625,000 0.40 250,000 As of February 28, 2023, and November 30, 2022, respectively, there were 45,625,000 45,625,000 900,000 1 0 |
Notes Payable and Convertible_2
Notes Payable and Convertible Debt (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Schedule of Notes Payable Balance Interest Rate Maturity Demand loans $ 551,167 4 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance –February 28, 2023 and November 30, 2022 $ 694,198 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Owed on Prepayment of Diagonal Lending Note | Schedule of Amount Owed on Prepayment of Diagonal Lending Note Prepayment Period Prepayment Percentage May 31, 2022 to July 30, 2022 120 % July 31, 2022 to October 28, 2022 125 % October 29, 2022 to November 27, 2022 130 % |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jun. 29, 2021 | Sep. 13, 2010 | Feb. 28, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | Jul. 28, 2021 | Jul. 27, 2021 | Jan. 06, 2011 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | |||||
Series C Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, shares authorized | 900,000 | 5,000,000 | 5,000,000 | |||||
Stock conversion, shares | 450 | |||||||
Stock conversion, issued shares | 900,000 | |||||||
Preferred stock, conversion basis | subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock | |||||||
Number of preferred stock voting rights | Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. | |||||||
Series A Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||
Series A Preferred Stock [Member] | China Energy Partners LLC [Member] | Redemption Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,000,000 | |||||||
HyFi [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Cash consideration, acquisition | $ 300,000 | |||||||
Number of consideration shares | 400,000,000 | |||||||
Business combination description | 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 | |||||||
BioPower Corporation [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Ownership, percentage | 100% | |||||||
Chief Executive Officer and Director [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Outstanding shares, percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Mar. 04, 2022 | Jun. 29, 2021 | Feb. 28, 2022 | Feb. 28, 2023 | Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2021 | Jul. 28, 2021 | Jul. 27, 2021 | |
Product Information [Line Items] | |||||||||
Accumulated deficit | $ 10,497,102 | $ 10,349,524 | |||||||
Stockholders' deficit | $ 5,409,998 | 6,087,321 | 5,939,743 | $ 5,411,178 | |||||
Inventory | 12,893 | 12,893 | |||||||
Cash equivalents | $ 135 | $ 825 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 1 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 45,625,000 | 45,625,000 | 45,625,000 | 45,000,000 | |||||
Common Stock, Shares, Outstanding | 45,625,000 | 45,625,000 | 45,625,000 | 45,000,000 | |||||
Preferred Stock, Shares Issued | 900,000 | 1 | 900,000 | 1 | |||||
Preferred Stock, Shares Outstanding | 900,000 | 0 | 900,000 | 0 | |||||
Canadian Investor [Member] | |||||||||
Product Information [Line Items] | |||||||||
Number of restricted stock, issued | 625,000 | ||||||||
Share issued price per share | $ 0.40 | ||||||||
Value of restricted stock, issued | $ 250,000 | ||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | |||||||||
Product Information [Line Items] | |||||||||
Concentration risk, percentage | 100% | ||||||||
HyFi [Member] | |||||||||
Product Information [Line Items] | |||||||||
Cash consideration, acquisition | $ 300,000 | ||||||||
Number of consideration shares | 400,000,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Jul. 28, 2015 | |
Short-Term Debt [Line Items] | ||
Balance | $ 694,198 | $ 113,031 |
Interest rate | 8% | |
Demand Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Balance | $ 551,167 | |
Maturity date | Various | |
Demand Loans [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 4% | |
Demand Loans [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8% | |
Reclassification of Accrued Compensation To Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Balance | $ 143,031 | |
Interest rate | 8% | |
Maturity date | December 1, 2017 |
Notes Payable and Convertible_3
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | ||||||
May 23, 2016 | Jul. 30, 2015 | Jan. 07, 2012 | Feb. 28, 2023 | Feb. 28, 2022 | Jul. 28, 2015 | Nov. 30, 2022 | Jul. 27, 2016 | Dec. 03, 2013 | |
Short-Term Debt [Line Items] | |||||||||
Notes Payable | $ 694,198 | $ 113,031 | |||||||
Debt instrument, interest | 8% | ||||||||
Debt instrument maturity date | Dec. 31, 2015 | ||||||||
Accrued interest | 320,089 | $ 275,071 | |||||||
Third Party Investor [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Conversion price per share | $ 0.10 | ||||||||
Third Parties [Member] | Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 11,247 | $ 11,247 | |||||||
Demand Loan Agreements [Member] | Third Party Investor [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes Payable | $ 193,667 | ||||||||
Debt instrument, interest | 4% | ||||||||
Demand Loan Agreements [Member] | Lender [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes Payable | $ 70,000 | ||||||||
Debt instrument, interest | 4% | ||||||||
Debt instrument maturity date | May 31, 2012 | ||||||||
Conversion price per share | $ 0.25 | ||||||||
Convertible Debt Agreement [Member] | Third Party Investor [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest | 8% | 8% | |||||||
Debt instrument maturity date | May 23, 2018 | ||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||
Convertible debt | $ 25,000 | $ 62,500 | |||||||
Debt instrument, original percentage | 50% | ||||||||
Convertible Debt Agreement [Member] | Third Party Investor One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest | 8% | ||||||||
Debt instrument maturity date | Dec. 31, 2015 | ||||||||
Conversion price per share | $ 0.15 | ||||||||
Convertible debt | $ 200,000 | ||||||||
Convertible Debt Agreement [Member] | Third Party Investor Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest | 8% | ||||||||
Debt instrument maturity date | May 23, 2018 | ||||||||
Conversion price per share | $ 0.15 | ||||||||
Convertible debt | $ 15,000 | ||||||||
Convertible Debt Agreement [Member] | Third Party Investor Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest | 8% | ||||||||
Debt instrument maturity date | May 23, 2018 | ||||||||
Conversion price per share | $ 0.15 | ||||||||
Convertible debt | $ 15,000 |
Schedule of Amount Owed on Prep
Schedule of Amount Owed on Prepayment of Diagonal Lending Note (Details) | Feb. 28, 2023 |
May 31, 2022 to July 30, 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Prepayment, rate | 120% |
July 31, 2022 to October 28, 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Prepayment, rate | 125% |
October 29, 2022 to November 27, 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Prepayment, rate | 130% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||||
May 31, 2022 USD ($) | Nov. 30, 2016 USD ($) $ / shares | Jun. 02, 2016 USD ($) | May 27, 2016 USD ($) | Jul. 31, 2016 USD ($) $ / shares | May 31, 2016 USD ($) $ / shares | Mar. 31, 2016 USD ($) $ / shares | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Jul. 28, 2015 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) Integer | Sep. 26, 2022 USD ($) | Aug. 05, 2022 USD ($) | Jun. 29, 2021 USD ($) | Nov. 30, 2020 USD ($) | May 23, 2016 USD ($) $ / shares | May 18, 2016 USD ($) $ / shares | Mar. 02, 2016 $ / shares | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2015 | ||||||||||||||||||
Notes payable to related parties | $ 694,198 | $ 113,031 | |||||||||||||||||
Accrued interest | $ 568,912 | $ 484,156 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 10% | ||||||||||||||||||
Debt instrument, description | Diagonal Lending has the right from time to time, and at any time following November 27, 2022 and ending on the earlier of (i) payment of all amounts due under the Diagonal Lending Note, (ii) May 31, 2023, if all amounts are repaid in full at such time, or (iii) the date full repayment of all indebtedness to convert all or any part of the indebtedness into common stock subject to the terms of the Digital Lending Note at the Conversion Price (as hereinafter defined). The “Conversion Price” means 65% multiplied by the lowest trading price for the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, subject to a 4.99% equity blocker and subject to the terms of the Diagonal Lending Note. | ||||||||||||||||||
Debt instruments, principal amount | $ 90,000 | $ 55,000 | $ 78,750 | ||||||||||||||||
Debt instrument, principal amount | $ 55,000 | $ 78,750 | |||||||||||||||||
Debt instrument, interest rate | 22% | ||||||||||||||||||
Third Party Investor [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, price per share | $ / shares | $ 0.10 | ||||||||||||||||||
Robert Kohn [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Accrued salary | 168,750 | 25,000 | $ 150,000 | ||||||||||||||||
Related Parties [Member] | Technology [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Value of purchased assets | $ 0 | ||||||||||||||||||
Related party transaction, rate | 5% | ||||||||||||||||||
Related Parties [Member] | HyFi Tokens [Member] | Technology [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of tokens, issued | Integer | 17,500,000 | ||||||||||||||||||
Troy Mac Donald [Member] | HyFi Tokens [Member] | Technology [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of tokens, issued | Integer | 175,000 | ||||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest expense related party | 21,189 | $ 36,148 | |||||||||||||||||
Related Party [Member] | Notes Payable and Convertible Debt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest expense related party | 84,756 | $ 84,756 | |||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Accrued compensation | $ 25,000 | $ 206,250 | 445,250 | 445,250 | |||||||||||||||
Increase decrease in long term debt | 214,000 | $ 874,000 | |||||||||||||||||
Debt instrument, interest rate | 4% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 01, 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 | ||||||||||||||||||
Decrease in accrued salaries | 15,722.47 | ||||||||||||||||||
Chief Financial Officer [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Notes payable to related parties | 805,637 | $ 805,637 | |||||||||||||||||
Director Of Business Strategy [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Accrued compensation | 225,000 | $ 206,250 | 440,833 | 440,833 | |||||||||||||||
Increase decrease in long term debt | $ 9,583 | $ 660,000 | |||||||||||||||||
Debt instrument, interest rate | 4% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 01, 2017 | ||||||||||||||||||
Debt instrument, description | 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 | ||||||||||||||||||
Debt instruments, principal amount | $ 710,000 | ||||||||||||||||||
Reduction in liability insurance | $ 27,308 | ||||||||||||||||||
Director Of Business Strategy [Member] | Three Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instruments, principal amount | $ 50,000 | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 8% | ||||||||||||||||||
Director Of Business Strategy [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Notes payable to related parties | $ 883,791 | $ 883,791 | |||||||||||||||||
Investor [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Jun. 15, 2016 | ||||||||||||||||||
Notes payable to related parties | $ 99,448 | ||||||||||||||||||
Debt instrument, conversion rate | 100% | ||||||||||||||||||
Debt instrument, price per share | $ / shares | $ 0.15 | ||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | 8% | ||||||||||||||||
Debt instrument, maturity date | Jul. 31, 2018 | May 18, 2018 | Mar. 02, 2018 | ||||||||||||||||
Debt instrument, conversion rate | 100% | ||||||||||||||||||
Debt instrument, price per share | $ / shares | $ 0.10 | $ 0.10 | $ 0.15 | $ 0.10 | $ 0.10 | ||||||||||||||
Loans payable | $ 50,000 | $ 50,000 | $ 100,000 | $ 100,000 | $ 50,000 | ||||||||||||||
Share price | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||
Convertible notes payable to related parties | $ 25,000 |
Senior Promissory Note _ rela_2
Senior Promissory Note – related party (Details Narrative) | Jun. 29, 2021 USD ($) |
China Energy Partners Note Amendment [Member] | |
Principal amount | $ 800,000 |
Debt transfer amount | 200,000 |
Accurued interest | 60,000 |
China Energy Partners LLC [Member] | Redemption Agreement [Member] | Series A Preferred Stock [Member] | |
Principal amount | $ 1,000,000 |
Debt instrument, interest rate | 6% |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) | Jun. 26, 2022 $ / shares shares | Mar. 05, 2022 USD ($) shares | Aug. 05, 2021 USD ($) $ / shares shares | Jun. 29, 2021 USD ($) Integer shares | Feb. 28, 2023 $ / shares shares | Nov. 30, 2022 $ / shares shares | May 31, 2022 shares | Nov. 30, 2021 $ / shares shares | Jul. 28, 2021 $ / shares shares | Jul. 27, 2021 $ / shares shares |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 1 | |||||||
Common stock, shares outstanding | 45,625,000 | 45,625,000 | 45,625,000 | 45,000,000 | ||||||
Common stock, shares issued | 45,625,000 | 45,625,000 | 45,625,000 | 45,000,000 | ||||||
Preferred stock, shares issued | 900,000 | 1 | 900,000 | 1 | ||||||
Preferred stock, shares outstanding | 900,000 | 0 | 900,000 | 0 | ||||||
Purchase price | $ | $ 250,000 | |||||||||
HyFi Tokens [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from acquisition | $ | $ 300,000 | |||||||||
NFTs received from acquisition | Integer | 400,000,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||||
Preferred stock, par value | $ / shares | $ 1 | $ 1 | ||||||||
Preferred stock, shares issued | 0 | 1 | ||||||||
Preferred stock, shares outstanding | 0 | 1 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued | $ | $ 900,000 | |||||||||
Preferred stock, shares authorized | 900,000 | 5,000,000 | 5,000,000 | |||||||
Conversion of stock, description | Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of November 30, 2021, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. | |||||||||
Conversion of stock shares issued | 900,000 | |||||||||
Number of preferred stock voting rights | Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares issued | 900,000 | 0 | ||||||||
Preferred stock, shares outstanding | 900,000 | 0 | ||||||||
Restricted Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of restriced common stock | 500,000 | |||||||||
Share price | $ / shares | $ 0.25 | |||||||||
Stock Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 625,000 | |||||||||
China Energy Partners LLC [Member] | Redemption Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt instrument, principal amount | $ | $ 1,000,000 | |||||||||
Debt instrument, interest rate | 6% | |||||||||
Consultant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 50,000 | |||||||||
Value of shares issued | $ | $ 2,500 | |||||||||
Issue price per share | $ / shares | $ 0.05 | |||||||||
Baruch Halpern [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issue price per share | $ / shares | $ 0.05 | |||||||||
Number of shares issued | 750,000 | |||||||||
Value of shares issued | $ | $ 37,500 | |||||||||
Robert Kohn [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issue price per share | $ / shares | $ 0.05 | |||||||||
Number of shares issued | 546,160 | |||||||||
Value of shares issued | $ | $ 27,307 | |||||||||
Bonnie Nelson [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issue price per share | $ / shares | $ 0.05 | |||||||||
Number of shares issued | 546,160 | |||||||||
Value of shares issued | $ | $ 27,307 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 11, 2022 USD ($) | Jul. 01, 2022 USD ($) | Jun. 26, 2022 USD ($) $ / shares shares | Jun. 26, 2022 USD ($) $ / shares shares | May 19, 2022 USD ($) | Apr. 06, 2022 USD ($) Integer | Apr. 04, 2022 USD ($) |
Restricted Common Stock [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Shares issued, shares | shares | 500,000 | ||||||
Share price | $ / shares | $ 0.25 | $ 0.25 | |||||
ILO and Multi Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Gross revenue, description | PIP can mutually agree to allow the Company to list another ILO during this period and PIP will receive 50% of gross revenues | ||||||
PIP Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Gross revenue, description | Whoever brings the issuer will receive 75% of the gross revenues and whoever does not bring the issuer will receive 25% of the gross revenues | ||||||
Gross sales percentage | 0.05 | 0.05 | |||||
PIP Agreement [Member] | Restricted Common Stock [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Shares issued, shares | shares | 500,000 | ||||||
Share price | $ / shares | $ 0.25 | $ 0.25 | |||||
Tokens issued during period shares | shares | 3,125,000 | ||||||
Token price | shares | 0.04 | 0.04 | |||||
Tokens issued during period value new issues | $ 125,000 | ||||||
Purchase of vaults, description | The Company agreed to grant PIP an option to purchase up to 50 HyFi vaults for $1,000. The option will expire on August 30, 2022. | ||||||
Debt payment amount | $ 500,000 | $ 500,000 | |||||
PIP Agreement [Member] | Exclusive License Options Year One [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Exclusive license Amount | 1,000,000 | 1,000,000 | |||||
PIP Agreement [Member] | Exclusive License Options Year Five [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Exclusive license Amount | $ 10,000,000 | $ 10,000,000 | |||||
Generation Power Group Limited [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Offering to investors | $ 100,000,000 | ||||||
Onboarding fee | $ 125,000 | ||||||
Digital Art [Member] | Sanctum Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Number of assets | Integer | 20,000 | ||||||
Payment of exchange | $ 40,333.33 | $ 40,333.33 | $ 121,000 | $ 40,333.33 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Millions | May 05, 2023 | Jul. 28, 2015 |
Interest rate | 8% | |
Management advisory fee | 1.50% | |
Subsequent Event [Member] | Minimum [Member] | POWGEX Energy PTY Ltd [Member] | ||
Outstanding equity interest | 2.22% | |
Subsequent Event [Member] | Minimum [Member] | POWGEX Energy PTY Ltd [Member] | Parent Company [Member] | ||
Outstanding equity interest | 1.11% | |
Subsequent Event [Member] | Maximum [Member] | POWGEX Energy PTY Ltd [Member] | ||
Outstanding equity interest | 19.99% | |
Subsequent Event [Member] | Maximum [Member] | POWGEX Energy PTY Ltd [Member] | Parent Company [Member] | ||
Outstanding equity interest | 15% | |
Subsequent Event [Member] | Maximum [Member] | Officers Of POWGEX [Member] | ||
Outstanding equity interest | 15% | |
POWGEX [Member] | Subsequent Event [Member] | ||
Notes and loan payable | $ 6 | |
Loan | 1 | |
Increase in investment | $ 450 | |
Interest rate | 19.99% | |
Increase in investment | $ 450 | |
POWGEX Energy PTY Ltd [Member] | Subsequent Event [Member] | ||
Increase in investment | 450 | |
Officers Of POWGEX [Member] | Subsequent Event [Member] | ||
Increase in investment | $ 50 |