Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2018 | Oct. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Nestbuilder.com Corp. | |
Entity Central Index Key | 1,725,516 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 1,262,378 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Current Assets | ||
Cash | $ 147,174 | $ 21,665 |
Accounts receivable | 146 | 8,603 |
Marketable securities | 32,153 | |
Prepaid expenses | 3,300 | 3,300 |
Total current assets | 182,772 | 33,568 |
Total assets | 182,772 | 33,568 |
Current Liabilities | ||
Accounts payable and accrued expenses | 103,615 | 388,090 |
Total current liabilities | 103,615 | 388,090 |
Convertible promissory notes payable | 75,000 | |
Total liabilities | 178,615 | 388,090 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value 25,000,000 shares authorized; 0 shares issued and outstanding at August 31, 2018 and November 30, 2017, respectively | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,108,058 shares issued and outstanding at August 31, 2018 and 100 shares issued and outstanding at November 30, 2017. | 1,108 | |
Additional paid-in-capital | 71,616 | (34,533) |
Accumulated (deficit) | (68,567) | (319,989) |
Total stockholders' equity (deficit) | 4,157 | (354,522) |
Total liabilities and stockholders' equity | $ 182,772 | $ 33,568 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2018 | Nov. 30, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 1,108,058 | 100 |
Common stock, shares outstanding | 1,108,058 | 100 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Revenues | ||||
Real estate media revenue | $ 66,718 | $ 103,119 | $ 214,330 | $ 296,450 |
Cost of revenues | 35,887 | 39,128 | 98,255 | 155,282 |
Gross profit | 30,831 | 63,991 | 116,075 | 141,168 |
Operating expenses | ||||
Salaries and benefits | 23,556 | 31,895 | 73,648 | 131,520 |
Selling and promotions expense | 1,136 | 148 | 1,890 | 2,659 |
Depreciation and amortization expense | 10,311 | |||
General and administrative | 13,603 | 4,888 | 73,909 | 75,133 |
Total operating expenses | 38,295 | 36,931 | 149,447 | 219,623 |
Operating income (loss) | (7,464) | 27,060 | (33,372) | (78,455) |
Other income (expense) | ||||
Unrealized gain ( loss) on marketable securities | 12,962 | (16,870) | ||
Gain on legal settlements | 179,023 | |||
Legal fees in connection with legal settlements | (37,000) | |||
Gain on cancellation of accounts payable | 159,641 | 159,641 | ||
Total other income (expense) | 172,603 | 284,794 | ||
Net income (loss) | $ 165,139 | $ 27,060 | $ 251,422 | $ (78,455) |
Weighted average number of shares outstanding | 1,733,060 | 100 | 1,733,060 | 100 |
Basic net loss per share | $ 0.10 | $ 271 | $ 0.15 | $ (785) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 165,139 | $ 27,060 | $ 251,422 | $ (78,455) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Non cash gain on settlement of lawsuits | (49,023) | |||
Unrealized loss on marketable securities | (12,962) | 16,870 | ||
Amortization and depreciation | 10,311 | |||
Gain on cancellation of accounts payable | (159,641) | (159,641) | ||
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 8,457 | 7,691 | ||
Increase ( decrease) in deferred revenue | (15,000) | |||
Increase (decrease) in accounts payable and accrued expenses | (17,576) | 3,847 | ||
Net cash provided by (used in) operating activities | 50,509 | (71,606) | ||
Cash flows from investing activities: | ||||
Net cash used in investing activities | ||||
Cash flows from financing activities: | ||||
Contribution from Parent | 86,711 | |||
Proceeds from convertible promissory notes issuance | 75,000 | |||
Net cash provided by (used in) financing activities | 75,000 | 86,711 | ||
Net increase in cash | 125,509 | 15,105 | ||
Cash at beginning of period | 21,665 | 12,499 | ||
Cash at end of period | $ 147,174 | $ 27,604 | 147,174 | 27,604 |
Supplemental disclosure of cash flow information: | ||||
Interest | 1,481 | 938 | ||
Income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | 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. On July 31, 2018 , RealBiz 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. 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 | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 and nine months ended August 31, 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 (i) audited financial statements and notes thereto included in for the year ended October 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2018, and (ii) the unaudited financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q 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 Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. 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 August 31, 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. 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 $10,311 for the nine months ended August 31, 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 asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 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 Company’s 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 management’s 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 management’s 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 Company’s 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 August 31, 2018 and 2017 were $1,136 and $147, respectively. Advertising expense for the nine months ended August 31, 2018 and 2017 were $1,890 and 2,659, respectively. 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 August 31, 2018. Marketable securities As part of a legal settlement, the Company received $32,370 of common shares of the Monaker Group from the Monaker Group in January 2018. In March 2018, the company received $16,653 of common shares of Realbiz Media Group, Inc. from Realbiz Media Group, Inc. as part of a legal settlement. We have classified these shares as “trading” 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. In August 2018, the Company issued $75,000 in convertible promissory notes with a conversion price of $0.12 per share. If converted, those notes would require 625,000 shares to be issued. Total fully diluted shares outstanding at August 31, 2018 and November 30, 2017 were 1,733,060 and 100, respectively. Concentrations, Risks and Uncertainties The Company’s 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). ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from outside contracts with customers and supersedes most of the existing revenue recognition guidance and notes that lease contracts with customers are a scope exception. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. On August 12, 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09. Public business entities may elect to adopt the amendments as of the original effective date, however, adoption is required for annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated financial statements. In January 2016, the FASB issued ASU-2016-01, Financial Instruments- Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liability Letters. The Company is currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated 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 Company’s 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 Company’s 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 Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock 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, Compensation—Stock 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 2016-360—Compensation—Stock 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 Company’s 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 | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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 August 31, 2018, the Company had working capital of $79,157 and accumulated deficit of $68,567. It is management’s opinion that these facts raise substantial doubt about the Company’s 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 | 9 Months Ended |
Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment At August 31, 2018 and November 30, 2017 Company’s property and equipment are as follows: Estimated Life (in years) August 31, 2018 November 30, 2017 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - The Company has recorded -$0 of depreciation expense for the three month period ended August 31, 2018 and 2017, respectively and -$0 and $10,311 of depreciation expense for the nine month period ended August 31, 2018 and 2017, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Aug. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company’s accounts payable and accrued expenses are as follows: August 31, 2018 November 30, 2017 Trade payables and accruals $ 95,000 $ 364,141 Other liabilities 8,615 23,949 Total accounts payable and accrued expenses $ 103,615 $ 388,090 We identified approximately $267,000 of previously recorded accounts payable which we determined were not valid payables. Of that total, $157,651 represented amounts recorded as amounts due to third parties, which we identified as balances already paid, non Nestbuilder liabilities and amounts that had already been previously settled that were not previously written off. The remaining $108,.000 were identified as intercompany related generated and therefore we adjusted our accounts payable related to those balances as an adjustment to additional paid in capital. |
Due From_To Affiliates
Due From/To Affiliates | 9 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
Due From/To Affiliates | NOTE 6: DUE FROM/TO AFFILIATES During the normal course of business, our former 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 November 30, 2017. 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. The amount is recorded in gain on legal settlements in the accompanying statement of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7: RELATED PARTY TRANSACTIONS Spin-Off of the Company On July 31, 2018 , 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 Indemnification Representations and Warranties On January 2, 2018 the Monaker Lawsuits were settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker. The amount is recorded in gain on legal settlements in the accompanying statement of operations. The Company received a settlement from a pending matter with Realbiz Media Group, Inc., our former parent, in the amount of $30,000 in January 2018 and also received 4,163,315 shares or Realbiz Media Group common stock in March 2018 valued at $16,653. The amount is recorded in gain on legal settlements in the accompanying statement of operations. Convertible Promissory Notes On August 17, 2018, Mr. Aliksanyan and Mr. Grbelja, both officers and board members of the Company, and Mr. McLeod, a board member of the Company, were issued convertible promissory notes in the amount of $12,500 each. (See note 9) |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8: STOCKHOLDERS’ EQUITY The total number of shares of all classes of stock that the Company has 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 August 31, 2018 there were 1,108,058 common shares issued and outstanding and no preferred shares issued and outstanding. The issued and outstanding shares of common stock were owned by the shareholders of our former parent company, RealBiz, as a result of the spin-off of the Company effectuated by RealBiz on July 31, 2018. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 9 Months Ended |
Aug. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes Payable | NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE On August 17, 2018, the Company issued six promissory notes, in the principal amount totaling $75,000. The Notes accrue interest at a rate of 2.5% per annum and mature on February 28, 2019. Pursuant to the terms of the Notes, the Company may prepay the principal amount of the note together with accrued interest at any time prior to the date of maturity without a prepayment penalty. . Mr. Aliksanyan and Mr. Grbelja, who are both officers and board members of the company, were issued notes in the amount of $12,500 each. Mr. McLeod, who is a board member, was issued a note in the amount of $12,500. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10: SUBSEQUENT EVENTS On September 18, 2018, we entered into a settlement agreement with a holder (the “RealBiz Noteholder”) of two convertible promissory notes issued to the RealBiz Noteholder by RealBiz, our former parent company (collectively, the “RealBiz Notes”). The RealBiz Noteholder claimed that under the RealBiz Notes it was contractually entitled to receive shares of our common stock in connection with our spin-off from RealBiz on July 31, 2018. Pursuant to the settlement agreement, we issued to the RealBiz Noteholder a total of 129,225 unrestricted shares of our common stock in connection with our spin-off from RealBiz in exchange for a release of any additional claims arising out of the RealBiz Notes and our spin-off from RealBiz. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 and nine months ended August 31, 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 (i) audited financial statements and notes thereto included in for the year ended October 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2018, and (ii) the unaudited financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q |
Use of Estimates | 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 Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. |
Cash and Cash Equivalents | 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 August 31, 2018 and November 30, 2017. |
Accounts Receivable | 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. |
Property and Equipment | 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 $10,311 for the nine months ended August 31, 2018 and 2017, respectively. |
Impairment of Long-Lived Assets | 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 asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 2018 and November 30, 2017. |
Website Development Costs | 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 | 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 Company’s 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 management’s 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 management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Revenue Recognition | 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 Company’s 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 Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks. |
Advertising Expense | 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 August 31, 2018 and 2017 were $1,136 and $147, respectively. Advertising expense for the nine months ended August 31, 2018 and 2017 were $1,890 and 2,659, respectively. |
Income Taxes | 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 August 31, 2018. |
Marketable Securities | Marketable securities As part of a legal settlement, the Company received $32,370 of common shares of the Monaker Group from the Monaker Group in January 2018. In March 2018, the company received $16,653 of common shares of Realbiz Media Group, Inc. from Realbiz Media Group, Inc. as part of a legal settlement. We have classified these shares as “trading” 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 | 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. In August 2018, the Company issued $75,000 in convertible promissory notes with a conversion price of $0.12 per share. If converted, those notes would require 625,000 shares to be issued. Total fully diluted shares outstanding at August 31, 2018 and November 30, 2017 were 1,733,060 and 100, respectively. |
Concentrations, Risks and Uncertainties | Concentrations, Risks and Uncertainties The Company’s 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 | Recently Issued Accounting Pronouncements In May 2014, the FASB issued (ASU No. 2014-09), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from outside contracts with customers and supersedes most of the existing revenue recognition guidance and notes that lease contracts with customers are a scope exception. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. On August 12, 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09. Public business entities may elect to adopt the amendments as of the original effective date, however, adoption is required for annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated financial statements. In January 2016, the FASB issued ASU-2016-01, Financial Instruments- Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liability Letters. The Company is currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated 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 Company’s 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 Company’s 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 Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock 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, Compensation—Stock 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 2016-360—Compensation—Stock 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 Company’s 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) | 9 Months Ended |
Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Estimated Life (in years) August 31, 2018 November 30, 2017 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The Company’s accounts payable and accrued expenses are as follows: August 31, 2018 November 30, 2017 Trade payables and accruals $ 95,000 $ 364,141 Other liabilities 8,615 23,949 Total accounts payable and accrued expenses $ 103,615 $ 388,090 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) - RealBiz [Member] - $ / shares | 9 Months Ended | |
Aug. 31, 2018 | Jul. 31, 2018 | |
Ownership interest rate | 100.00% | |
Dividend common stock description | Each RealBiz stockholder received one share of common stock of the Company for every 900 shares of RealBiz common stock held by such stockholder on the record date. | |
Share issued price per share | $ 0.12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 17, 2018 | Mar. 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2017 | Jan. 31, 2018 |
Cash Equivalents | ||||||||
Depreciation and amortization expense | $ 10,311 | |||||||
Advertising expense | 1,136 | 147 | 1,890 | 2,659 | ||||
Gain on legal settlements | 179,023 | |||||||
Convertible promissory note | $ 75,000 | $ 75,000 | $ 75,000 | |||||
Debt conversion price per share | $ 0.12 | $ 0.12 | $ 0.12 | |||||
Debt instrument converted shares | 625,000 | 625,000 | ||||||
Anti dilutive securities outstanding | 1,733,060 | 100 | ||||||
Monaker lawsuit settlement [Member] | ||||||||
Marketable securities, amount | $ 32,370 | |||||||
RealBiz [Member] | ||||||||
Gain on legal settlements | $ 16,653 | |||||||
Computer Equipment [Member] | ||||||||
Estimated Life | 3 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 79,157 | |
Accumulated deficit | $ (68,567) | $ (319,989) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 10,311 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2018 | Nov. 30, 2017 | |
Less: accumulated depreciation | $ (82,719) | $ (82,719) |
Property and equipment | ||
Office Equipment [Member] | ||
Estimated Life | 3 years | |
Property and equipment | $ 82,719 | $ 82,719 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details Narrative) | 9 Months Ended |
Aug. 31, 2018USD ($) | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | $ 267,000 |
Due to third parties | 157,651 |
Intercompany adjustments | $ 108,000 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Total accounts payable and accrued expenses | $ 103,615 | $ 388,090 |
Trade payables and accruals [Member] | ||
Total accounts payable and accrued expenses | 95,000 | 364,141 |
Other Liabilities [Member] | ||
Total accounts payable and accrued expenses | $ 8,615 | $ 23,949 |
Due From_To Affiliates (Details
Due From/To Affiliates (Details Narrative) - USD ($) | Jan. 02, 2018 | Jan. 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2017 |
Settlement amount | $ 63,000 | $ 37,000 | |||||
Legal fees | 37,000 | ||||||
RealBiz [Member] | |||||||
Accounts receivable | $ 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 | Mar. 31, 2018 | Jan. 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 17, 2018 | Jul. 31, 2018 | Nov. 30, 2017 |
Common stock issued | 1,108,058 | 1,108,058 | 1,108,058 | 100 | |||||||
Settlement amount | $ 63,000 | $ 37,000 | |||||||||
Legal fees | 37,000 | ||||||||||
Gain on legal settlements | $ 179,023 | ||||||||||
RealBiz [Member] | |||||||||||
Ownership interest rate | 100.00% | ||||||||||
Dividend common stock description | Each RealBiz stockholder received one share of common stock of the Company for every 900 shares of RealBiz common stock held by such stockholder on the record date. | ||||||||||
Share issued price per share | $ 0.12 | ||||||||||
RealBiz [Member] | |||||||||||
Ownership interest rate | 100.00% | ||||||||||
Share issued price per share | $ 0.12 | ||||||||||
Common stock issued | 100 | 100 | 100 | ||||||||
Constituting percentage of issued and outstanding common stock | 100.00% | ||||||||||
Settlement amount | $ 30,000 | ||||||||||
Common stock shares issued upon settlement | 4,163,315 | ||||||||||
Gain on legal settlements | $ 16,653 | ||||||||||
Monaker [Member] | |||||||||||
Marketable securities | $ 32,370 | ||||||||||
Mr. Aliksanyan [Member] | |||||||||||
Debt instrument face amount | $ 12,500 | ||||||||||
Mr. Grbelja [Member] | |||||||||||
Debt instrument face amount | 12,500 | ||||||||||
Mr. McLeod [Member] | |||||||||||
Debt instrument face amount | $ 12,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Aug. 31, 2018 | Nov. 30, 2017 |
Equity [Abstract] | ||
Shares capital, authorized | 275,000,000 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1,108,058 | 100 |
Common stock, shares outstanding | 1,108,058 | 100 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | Aug. 17, 2018 | Aug. 31, 2018 |
Promissory note | $ 75,000 | $ 75,000 |
Accured interest rate | 2.50% | |
Debt instrument mature date | Feb. 28, 2019 | |
Stock conversion price per share | $ 0.12 | $ 0.12 |
Debt instrument beneficially own in excess percentage | 0.0499 | |
Debt instrument converted shares | 625,000 | 625,000 |
Mr. Aliksanyan [Member] | ||
Debt instrument face amount | $ 12,500 | |
Mr. Grbelja [Member] | ||
Debt instrument face amount | 12,500 | |
Mr. McLeod [Member] | ||
Debt instrument face amount | $ 12,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Sep. 18, 2018shares |
Subsequent Event [Member] | Settlement Agreement [Member] | RealBiz Noteholder [Member] | Unrestricted Stock [Member] | |
Unrestricted shares of common stock | 129,225 |