Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 28, 2018 | Apr. 23, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Nestbuilder.com Corp. | |
Entity Central Index Key | 1,725,516 | |
Document Type | 10-Q/A | |
Document Period End Date | Feb. 28, 2018 | |
Amendment Flag | true | |
Amendment Description | Amendment | |
Current Fiscal Year End Date | --11-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 100 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Feb. 28, 2018 | Nov. 30, 2017 |
Current Assets | ||
Cash | $ 99,279 | $ 21,665 |
Accounts receivable, net of allowance for doubtful accounts | 9,558 | 8,603 |
Marketable securities | 26,000 | |
Prepaid expenses | 3,300 | 3,300 |
Total current assets | 138,137 | 33,568 |
Total assets | 138,137 | 33,568 |
Current Liabilities | ||
Accounts payable and accrued expenses | 375,571 | 388,090 |
Total current liabilities | 375,571 | 388,090 |
Total liabilities | 375,571 | 388,090 |
Commitments and Contingencies (Note 9) | ||
Stockholder’s Deficit | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 100 shares issued and outstanding at February 28, 2018 and November 30, 2017, respectively | ||
Additional paid-in-capital | (34,533) | (34,533) |
Accumulated deficit | (202,901) | (319,989) |
Total stockholder’s deficit | (237,434) | (354,522) |
Total liabilities and stockholder’s deficit | $ 138,137 | $ 33,568 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Feb. 28, 2018 | Nov. 30, 2017 |
Balance Sheets Parenthetical | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2018 | Feb. 28, 2017 | |
Revenues | ||||
Real estate media revenue | $ 26,448 | $ 33,904 | $ 71,740 | $ 96,250 |
Cost of revenues | 6,925 | 26,807 | 26,358 | 53,202 |
Gross profit | 19,523 | 7,097 | 45,381 | 43,047 |
Operating expenses | ||||
Salaries and benefits | 10,949 | 9,747 | 28,042 | 45,736 |
Selling and promotions expense | 170 | 169 | 2,035 | |
Depreciation and amortization expense | 5,904 | |||
General and administrative | 6,441 | 763 | 19,082 | 58,597 |
Total operating expenses | 17,390 | 10,680 | 47,293 | 112,272 |
Operating income (loss) | 2,133 | (3,583) | (1,912) | (69,225) |
Other income (expense) | ||||
Unrealized loss on marketable securities | (6,370) | |||
Gain on legal settlements | 162,370 | |||
Legal fees in connection with legal settlements | (37,000) | |||
Total other income (expense) | 119,000 | |||
Net income (loss) | $ 2,133 | $ (3,583) | $ 117,088 | $ (69,225) |
Weighted average number of shares outstanding | 100 | 100 | 100 | 100 |
Basic and diluted net loss per share | $ 21.33 | $ (35.80) | $ 1,170.88 | $ (692.25) |
Statements of Cash Flows (UNAUD
Statements of Cash Flows (UNAUDITED) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2018 | Feb. 28, 2017 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 2,133 | $ (3,583) | $ 117,088 | $ (69,225) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Unrealized loss on marketable securities | 6,370 | |||
Amortization and depreciation | 5,904 | |||
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (961) | 12,533 | (955) | (880) |
Increase (decrease) in accounts payable and accrued expenses | (8,317) | (22,404) | (12,519) | 4,412 |
Net cash provided by (used in) operating activities | (7,145) | (13,434) | 109,984 | (59,789) |
Cash flows from investing activities: | ||||
Increase in marketable securities | (32,370) | |||
Net cash used in investing activities | (32,370) | |||
Cash flows from financing activities: | ||||
Contribution (to) from Parent | 86,711 | |||
Net cash provided by (used in) financing activities | 86,711 | |||
Net increase (decrease) in cash | (7,145) | (13,434) | 77,614 | 26,652 |
Cash at beginning of period | 28,810 | 25,933 | 21,665 | 12,499 |
Cash at end of period | 21,665 | 12,499 | 99,279 | 39,151 |
Supplemental disclosure of cash flow information: | ||||
Interest | ||||
Income taxes |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 1: ORGANIZATION AND NATURE OF BUSINESS | Organization We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (Realbiz 360). The assets of these divisions were used to create a new suite of real estate products and services that create stickiness through the utilization of video, social media and loyalty programs. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. We are currently a wholly-owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation (RealBiz). We were formed for the purpose of receiving certain assets and liabilities of RealBiz in furtherance of the spin-off described in that certain Agreement dated December 12, 2016, as amended and restated by that certain Amended and Restated Agreement dated January 2, 2017, by and among RealBiz, Anshu Bhatnagar and Alex Aliksanyan (the Amended Agreement), and that certain Memorandum of Understanding dated December 29, 2016 between Mr. Bhatnagar and Mr. Aliksanyan (the MOU). Mr. Bhatnagar is the Chief Executive Officer or RealBiz and Alex Aliksanyan is the Chief Executive Officer of Nestbuilder. Following our formation, a dispute arose between Mr. Bhatnagar and Mr. Aliksanyan with regard to control of a bank account set aside per the Amended Agreement and the MOU to hold cash related to the business operations to be spun-off. On April 14, 2017, Mr. Aliksanyan filed an Emergency Motion for Temporary Restraining Order in the Circuit Court for Montgomery County, Maryland (case number 431801-V). On April 17, 2017, the Court issued a Temporary Restraining Order preventing Mr. Bhatnagar from taking any action that was not in conformity with the terms of the Amended Agreement and the MOU. On October 27, 2017, a Contribution and Spin-Off Agreement (the Spin-Off Agreement) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar. Mr. Bhatnagar, in his capacity as an individual, entered into the Spin-Off Agreement for the sole purpose of agreeing to sell back to Nestbuilder for nominal consideration any shares he and his affiliates might receive in the distribution described below, as set forth in Section 2.3 of the Spin-Off Agreement, which section was subsequently amended as described below. Pursuant to the Spin-Off Agreement, Nestbuilder and RealBiz agreed, among other things, to use commercially reasonable efforts to effectuate a pro rata distribution of Nestbuilder common stock to RealBiz stockholders. In addition, in furtherance of the separation and distribution described in the Spin-Off Agreement, RealBiz contributed to Nestbuilder certain of its assets, including all tangible and intangible assets related to its digital media and marketing services for the real estate industry. On January 29, 2018, Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar entered into that certain First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the First Amendment), whereby Section 2.3 of the Spin-Off Agreement was amended so that Mr. Bhatnagar is required to sell shares he and his affiliates receive in the distribution of Nestbuilder common stock to RealBiz stockholders only upon delivery of written notice by Nestbuilder to Mr. Bhatnagar requesting such sale back to Nestbuilder, which notice cannot be given less than 60 days after the distribution. On January 24, 2018, the board of directors of RealBiz authorized and approved (i) the pro rata distribution of NestBuilder common stock to the stockholders of RealBiz (the Spin Off Dividend) with a record date to be the close of business on such date which is the first Friday following the date on which the SEC declares the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto effective (the Record Date) and no stop order suspending that effectiveness is in effect, and no proceedings for such purpose are pending before or threatened by the SEC; (ii) a distribution date of the Spin-Off Dividend on the third Friday following the Record Date; and (iii) the following distribution ratio with respect to the Spin Off Dividend: Each holder of common stock of RealBiz will receive one share of Nestbuilder common stock for every 300 shares of common stock of RealBiz held on the Record Date. NestBuilders registration statement on Form 10 automatically became effective on February 20, 2018. On April 3, 2018, the board of directors of RealBiz authorized and approved the new record date of April 25, 2018 and the new distribution date of May 18, 2018 in order to provide additional time for the completion of the Securities and Exchange Commissions review of the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto and the delivery of proper notice of the Spin Off Dividend to the Financial Industry Regulatory Authority. Cost Allocations Historically, RealBiz Media Group, Inc. has charged its operating subsidiaries for various corporate costs incurred in the operation of the business based on the specific identification of the expense. Accordingly, no significant additional cost allocations were necessary for the preparation of these financial statements. Actual costs that would have been incurred if Nestbuilder.com Corp. had been a standalone company would depend on multiple factors, including organizational structure, capital structure, and strategic decisions made in various areas, including information technology and infrastructure. Transactions between Realbiz Media Group, Inc. and Nestbuilder.com Corp. have been included as related party transactions in these financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the Statements of Cash Flows as a financing activity and in the Balance Sheet as Parent Net Investment. Nature of Business We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (Realbiz 360). The assets of these divisions were used to create a new suite of real estate products and services that create stickiness through the utilization of video, social media, and loyalty programs. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web, mobile, and TV. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. Products and Services We currently offer the following products and services: Enterprise Video Production Nestbuilder Agent 2.0 (formerly PowerAgent): Nestbuilder Agent 2.0 The Virtual Tour (VT) and Microvideo App (MVA) ReachFactor |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended February 28, 2018 are not indicative of the results that may be expected for the year ending November 30, 2018 or for any other future period. These unaudited financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited financial statements and notes thereto included in Amendment No. 3 to the Companys registration statement on Form 10/A for the year ended October 31, 2017, filed with the Securities and Exchange Commission (the SEC) on April 12, 2018. Use of Estimates The preparation of abbreviated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the abbreviated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Companys estimates, the Companys financial condition and results of operations could be materially impacted. Significant estimates include the bad debt allowance of accounts receivable and deferred tax asset allowance. Cash and Cash Equivalents For purposes of net assets contributed presentation, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents as of February 28, 2018 and November 30, 2017. Accounts Receivable The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers ability to make required payments, economic events, and other factors. As the financial condition of these parties change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined the allowance for doubtful accounts to be $173 at February 28, 2018 and November 30, 2017. Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company incurred depreciation expense of $0 and $5,904 for the three months ended February 28, 2018 and 2017, respectively. Impairment of Long-Lived Assets In accordance with Accounting Standards Codification 360-10, Property, Plant, and Equipment, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not impair any long-lived assets as of February 28, 2018 and November 30, 2017. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 Website Development Costs. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Fair Value of Financial Instruments The Company adopted ASC topic 820, Fair Value Measurements and Disclosures (ASC 820), formerly SFAS No. 157 Fair Value Measurements, effective January 1, 2009. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Companys abbreviated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exits; (2) delivery has occurred or services have been rendered; (3) the Companys price to its customer is fixed or determinable and (4) collectability is reasonably assured. The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. Customers may pay a monthly recurring fee or an annual fee. Some customers additionally pay a one-time set up fee. Monthly recurring fees are recognized in the month the service is rendered. Collection of one-time set up fees and annual services fees give rise to recognized monthly revenue in the current month. Cost of Revenues Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended February 28, 2018 and 2017 was $169 and $2,035, respectively. Share-Based Compensation The Company computes share based payments in accordance with Accounting Standards Codification 718-10 Compensation (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entitys equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (SAB 107) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the more likely than not criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of February 28, 2018. Marketable securities In January 2018, as part of the Monaker lawsuit settlement, the company received $32,370 of their common shares, which we have classified as available for sale securities. Pursuant to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, our marketable securities are marked to market on a quarterly basis, with unrealized gains and losses being reflected as a component of other income. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. Concentrations, Risks and Uncertainties The Companys operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the codification. Additionally, this ASU supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The guidances core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue principles, an entity will identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue when the performance obligation is satisfied. The ASU further states that an entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this ASU are effective for annual reporting periods (including interim reporting periods within those periods) beginning after January 15, 2017, for public companies. Early adoption is not permitted. The Company is still evaluating the provisions of ASU 2014-09 and its impact on the Companys financial position, results of operations or cash flows. In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entitys Ability to Continue as a Going Concern. The new standard provides guidance around managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. The Company has adopted this standard effective for the year ending November 30, 2017. There was no impact on the Companys financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In September, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) which amends certain aspects of the new lease standard. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Companys financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805) Clarifying The Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, CompensationStock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360CompensationStock Compensation (Topic 718)Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying abbreviated financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 3: GOING CONCERN | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At February 28, 2018, the Company had a working capital deficit of $237,434 and accumulated deficit of $202,901. It is managements opinion that these facts raise substantial doubt about the Companys ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to meet its working capital needs through the next twelve months and to fund the growth of our business, the Company may consider plans to raise additional funds through the issuance of additional shares of common or preferred stock and or through the issuance of debt instruments. Although the Company intends to obtain additional financing to meet our cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 4: PROPERTY AND EQUIPMENT | At February 28, 2018 and November 30, 2017 Companys property and equipment are as follows: Estimated Life (in years) February 28, 2018 November 30, 2017 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - The Company has recorded -$0- and $5,904 of depreciation expense for the three month period ended February 28, 2018 and 2017, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES | The Companys accounts payable and accrued expenses are as follows: February 28, November 30, 2018 2017 Trade payables and accruals $ 362,641 $ 364,141 Other liabilities 13,930 23,949 Total accounts payable and accrued expenses $ 375,571 $ 388,090 |
DUE FROM_TO AFFILIATES
DUE FROM/TO AFFILIATES | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 6: DUE FROM/TO AFFILIATES | During the normal course of business, our parent, RealBiz, received and/or made advances for operating expenses and various debt obligation conversions to/from its former parent company, Monaker Group, Inc. (Monaker). As a result of these transactions, RealBiz has recorded a receivable of $1,287,517 as of February 28, 2018 and November 30, 2017, respectively. On May 11, 2016, RealBiz filed a lawsuit against Monaker seeking collection of this balance. All recoveries and liabilities associated with Monaker lawsuits have been transferred to Nestbuilder pursuant to the Contibution and Spin-Off Agreement. Due to uncertainty surrounding our ability to collect this amount, management has elected to record an allowance against the full amount of this receivable. On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 marketable securities of Monaker. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 7: RELATED PARTY TRANSACTIONS | Contribution and Spin-Off Agreement On October 27, 2017, a Contribution and Spin-Off Agreement (the Spin-Off Agreement) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar for purposes of Section 2.3 only, as amended by that certain First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018. Below is a brief summary of certain terms and conditions of the Spin-Off Agreement: Transfer of Assets and Assumption of Liabilities th We assumed from RealBiz all liabilities of RealBiz accruing before January 2, 2017, and all liabilities arising out of or relating to the assets contributed to us in accordance with the Spin-off Agreement. We expressly did not assume RealBiz liabilities accruing on or after January 2, 2017, and arising from acts, omissions, or agreements occurring on or after January 2, 2017 and which are not related to the assets or the business contributed to us by RealBiz in accordance with the Spin-off Agreement. The Distribution. Conditions Expenses Monaker Lawsuits On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker. Indemnification Representations and Warranties |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 8: STOCKHOLDERS' DEFICIT | The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. As of February 28, 2018 there were 100 common shares issued and outstanding and no preferred shares issued and outstanding. The 100 common shares were owned by RealBiz Media Group, Inc. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 9: CONTINGENCIES | On October 27, 2017, a Contribution and Spin-Off Agreement (the Spin-Off Agreement) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar for purposes of Section 2.3 only. Pursuant to the Spin-Off Agreement, RealBiz contributed to Nestbuilder certain of its assets, including all right, title and interest in the following lawsuits (collectively, the the Monaker Lawsuits): (a) the lawsuit filed by RealBiz against Monaker Group, Inc. (Monaker) on May 11, 2016 in the United States District Court for the Southern District of Florida (Case No. 0:16-cv-61017-FAM); (b) the lawsuit filed by Monaker against former directors of RealBiz and related parties in May 2017 in the 17 th RealBiz v. Monaker, Case No. 0:16-cv-61017-FAM Monaker v. RealBiz, Case No. 1:16-cv-24978-DLG On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker. In addition, the company received a settlement from a pending matter with Realbiz Media Group, Inc., the parent, in the amount of $30,000 in January 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Feb. 28, 2018 | |
Notes to Financial Statements | |
NOTE 10: SUBSEQUENT EVENTS | None. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2018 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended February 28, 2018 are not indicative of the results that may be expected for the year ending November 30, 2018 or for any other future period. These unaudited financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited financial statements and notes thereto included in Amendment No. 3 to the Companys registration statement on Form 10/A for the year ended October 31, 2017, filed with the Securities and Exchange Commission (the SEC) on April 12, 2018. |
Use of Estimates | The preparation of abbreviated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the abbreviated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Companys estimates, the Companys financial condition and results of operations could be materially impacted. Significant estimates include the bad debt allowance of accounts receivable and deferred tax asset allowance. |
Cash and Cash Equivalents | For purposes of net assets contributed presentation, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents as of February 28, 2018 and November 30, 2017. |
Accounts Receivable | The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers ability to make required payments, economic events, and other factors. As the financial condition of these parties change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined the allowance for doubtful accounts to be $173 at February 28, 2018 and November 30, 2017. |
Property and Equipment | All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company incurred depreciation expense of $0 and $5,904 for the three months ended February 28, 2018 and 2017, respectively. |
Impairment of Long-Lived Assets | In accordance with Accounting Standards Codification 360-10, Property, Plant, and Equipment, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not impair any long-lived assets as of February 28, 2018 and November 30, 2017. |
Website Development Costs | The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 Website Development Costs. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. |
Fair Value of Financial Instruments | The Company adopted ASC topic 820, Fair Value Measurements and Disclosures (ASC 820), formerly SFAS No. 157 Fair Value Measurements, effective January 1, 2009. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Companys abbreviated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Revenue Recognition | The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exits; (2) delivery has occurred or services have been rendered; (3) the Companys price to its customer is fixed or determinable and (4) collectability is reasonably assured. The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. Customers may pay a monthly recurring fee or an annual fee. Some customers additionally pay a one-time set up fee. Monthly recurring fees are recognized in the month the service is rendered. Collection of one-time set up fees and annual services fees give rise to recognized monthly revenue in the current month. |
Cost of Revenues | Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks. |
Advertising Expense | Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended February 28, 2018 and 2017 was $169 and $2,035, respectively. |
Share-Based Compensation | The Company computes share based payments in accordance with Accounting Standards Codification 718-10 Compensation (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entitys equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (SAB 107) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. |
Income Taxes | The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the more likely than not criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of February 28, 2018. |
Marketable securities | In January 2018, as part of the Monaker lawsuit settlement, the company received $32,370 of their common shares, which we have classified as available for sale securities. Pursuant to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, our marketable securities are marked to market on a quarterly basis, with unrealized gains and losses being reflected as a component of other income. |
Earnings Per Share | Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. |
Concentrations, Risks and Uncertainties | The Companys operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the codification. Additionally, this ASU supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The guidances core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue principles, an entity will identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue when the performance obligation is satisfied. The ASU further states that an entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this ASU are effective for annual reporting periods (including interim reporting periods within those periods) beginning after January 15, 2017, for public companies. Early adoption is not permitted. The Company is still evaluating the provisions of ASU 2014-09 and its impact on the Companys financial position, results of operations or cash flows. In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entitys Ability to Continue as a Going Concern. The new standard provides guidance around managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. The Company has adopted this standard effective for the year ending November 30, 2017. There was no impact on the Companys financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In September, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) which amends certain aspects of the new lease standard. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Companys financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805) Clarifying The Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, CompensationStock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360CompensationStock Compensation (Topic 718)Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying abbreviated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Property And Equipment Tables | |
Property and Equipment | Estimated Life (in years) February 28, 2018 November 30, 2017 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - |
ACCOUNTS PAYABLE AND ACCRUED 18
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Accounts Payable And Accrued Expenses Tables | |
Schedule of Accounts Payable and Accrued Liabilities | February 28, November 30, 2018 2017 Trade payables and accruals $ 362,641 $ 364,141 Other liabilities 13,930 23,949 Total accounts payable and accrued expenses $ 375,571 $ 388,090 |
ORGANIZATION AND NATURE OF BU19
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 1 Months Ended |
Jan. 24, 2018 | |
RealBiz [Member] | |
Divident common stock description | Each holder of common stock of RealBiz will receive one share of Nestbuilder common stock for every 300 shares of common stock of RealBiz held on the Record Date. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2018 | Feb. 28, 2017 | Jan. 31, 2018 | |
Cash and cash equivalents description | Money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. | ||||
Cash Equivalents | |||||
Allowance for doubtful accounts | 173 | 173 | |||
Depreciation and amortization expense | $ 5,904 | ||||
Advertising expense | $ 169 | $ 2,035 | |||
Computer Equipment [Member] | |||||
Estimated Life | 3 years | ||||
Monaker lawsuit settlement [Member] | |||||
Marketable securities, amount | $ 32,370 |
GOING CONCERN (Ditails Narrativ
GOING CONCERN (Ditails Narrative) - USD ($) | Feb. 28, 2018 | Nov. 30, 2017 |
Going Concern Ditails Narrative | ||
Working capital deficit | $ (237,434) | |
Accumulated deficit | $ (202,901) | $ (319,989) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Feb. 28, 2018 | Nov. 30, 2017 | |
Office equipment | $ 82,719 | $ 82,719 |
Less: accumulated depreciation | (82,719) | (82,719) |
Property and equipment | ||
Office Equipment [Member] | ||
Estimated Life | 3 years |
PROPERTY AND EQUIPMENT (Detai23
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2018 | Feb. 28, 2017 | |
Property And Equipment Details Narrative | ||||
Depreciation and amortization expense | $ 5,904 |
ACCOUNTS PAYABLE AND ACCRUED 24
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Feb. 28, 2018 | Nov. 30, 2017 |
Total accounts payable and accrued expenses | $ 375,571 | $ 388,090 |
Other Liabilities [Member] | ||
Total accounts payable and accrued expenses | 13,930 | 23,949 |
Trade payables and accruals [Member] | ||
Total accounts payable and accrued expenses | $ 362,641 | $ 364,141 |
DUE FROM_TO AFFILIATES (Details
DUE FROM/TO AFFILIATES (Details Narrative) - USD ($) | Jan. 02, 2018 | Jan. 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 |
Settlement amount | $ 63,000 | |||
Legal fees | 37,000 | |||
RealBiz [Member] | ||||
Accounts receivable | $ 1,287,517 | $ 1,287,517 | ||
Settlement amount | $ 30,000 | |||
Monaker [Member] | ||||
Marketable securities | $ 32,370 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 02, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Nov. 30, 2017 |
Common stock issued | 100 | 100 | ||
Settlement amount | $ 63,000 | |||
Legal fees | 37,000 | |||
RealBiz [Member] | ||||
Common stock issued | 100 | |||
Constituting percentage of issued and outstanding common stock | 100.00% | |||
Settlement amount | $ 30,000 | |||
Monaker [Member] | ||||
Marketable securities | $ 32,370 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Feb. 28, 2018 | Nov. 30, 2017 |
Shares capital, authorized | 275,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
RealBiz [Member] | ||
Common stock, shares issued | 100 | |
Common stock, shares outstanding | 100 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) - USD ($) | Jan. 02, 2018 | Jan. 31, 2018 |
Settlement amount | $ 63,000 | |
Legal fees | 37,000 | |
Monaker [Member] | ||
Marketable securities | $ 32,370 | |
RealBiz [Member] | ||
Settlement amount | $ 30,000 |