| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying
unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with
accounting principles generally accepted in the GAAP and with the instructions to Form 10-Q. In the opinion of management, the financial
statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments
(consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial
condition, results of operations and cash flows for the for three-months ended February 29, 2020. However, these results are not necessarily
indicative of results for any other interim period or for the year ended November 30, 2020. The preparation of financial statements in
conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial
statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts
could differ from these estimates. Certain information
and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been
omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be
read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report published on the SEC’s
website, for the year ended November 30, 2019. Use of Estimates The preparation
of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and
expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ
from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going
concern assumptions. Derivative Liabilities and Fair Value
of Financial Instruments Fair value accounting
requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement
of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt
host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the
instrument is not considered conventional convertible debt under Accounting Standards Codification (“ASC”) 470, the Company
will continue its evaluation process of these instruments as derivative financial instruments under ASC 815, “Derivatives and Hedging”. Once determined,
derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value
being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain
of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and
other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value
in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined
in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal
(or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk
of non performance, which includes, among other things, the Company’s credit risk. Valuation techniques
are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application
of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or
liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the
use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting
measurement as follows: Level 1: Quoted prices (unadjusted)
in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs
other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated
by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the
asset or liability that are supported by little or no market activity, and that are significant to the fair values. Recent Accounting Pronouncements In June 2016, the
Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU
No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition
requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to
be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about
past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability
of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted,
on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal
years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is
not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In December 2019,
the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The amendments in this
ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain
aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years
beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is
permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected
to have a material impact to the Company’s consolidated financial statements after evaluation. The Company has
implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does
not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a
material impact on the consolidated financial statements of the Company. |
