| Stockholders' Equity | NOTE 7: STOCKHOLDERS’ EQUITY 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. On May 31, 2019, we
filed a certificate of designation with the Secretary of State of the State of Nevada to create a new class of preferred stock
designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock are entitled to receive
dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of Series A Convertible Preferred
Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or distribution of any Available
Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share equal to the Original Issue Price
of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock.
Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after
the issuance of such share, into one (1) share of Common Stock. As of November 30, 2019, there were 1,673,253 shares of common
stock issued and outstanding and 640,000 shares of Series A Convertible Preferred Stock issued and outstanding. The original 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. The existing Realbiz shareholders at the time of the spin-off were issued 1,109,069 shares
of Nestbuilder (conversion of 900 to 1). Furthermore, on September 18, 2018 and October 11, 2018, we entered into settlement agreements
with two holders (the “RealBiz Noteholders”) of three convertible promissory notes issued to the RealBiz Noteholder
by RealBiz, our former parent company (collectively, the “RealBiz Notes”). The RealBiz Noteholders 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 Noteholders a total of 252,527 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. Additionally, during 2018, two private placements were completed with the sale
of 71,500 common shares that and raised $108,280, as further detailed below. During 2018, $108,000 were identified as intercompany
related and therefore the Company adjusted its accounts payable related to those balances as an adjustment to additional paid in
capital (as further discussed in note 6). On September 18, 2018, we entered into an Entity
Subscription Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”), pursuant to which we sold to Geneva a total
of 31,500 shares of our common stock, restricted in accordance with Rule 144, for an aggregate purchase price of $37,280, as follows:
(i) 14,000 shares upon execution of the Entity Subscription Agreement on September 18, 2018, at a per-share purchase price of $0.52
per share, for a purchase price of $7,280; (ii) 10,000 shares upon completion of the launch of our new website product on September
27, 2018, at a per-share purchase price of $1.50 per share, for a purchase price of $15,000; and (iii) 7,500 shares upon us achieving
a minimum of 100 listings on our newly-launched website product on November 9, 2018, at a per-share purchase price of $2.00 per
share, for a purchase price of $15,000. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation in connection with
the issuances. On October 12, 2018, we entered into an Entity
Subscription Agreement with one individual, pursuant to which we sold a total of 40,000 shares of our common stock, restricted
in accordance with Rule 144, for an aggregate purchase price of $71,000, as follows: (i) 30,000 shares within 5 days of the execution
of the Entity Subscription Agreement on October 17, 2018, at a per-share purchase price of $1.70 per share, for a purchase price
of $51,000; and (ii) 10,000 shares upon us achieving a minimum of 100 listings on our newly-launched website product on November
9, 2018, at a per-share purchase price of $2.00 per share, for a purchase price of $20,000. The issuances were exempt from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and
there was no solicitation in connection with the issuances. On January 10, 2019, we issued a total of 10,000
shares of our common stock to one investor in exchange for $5,000. The issuance was exempt from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation
in connection with the issuance. On April 30, 2019, we entered into a settlement
agreement with Auctus Fund, LLC (“Auctus Fund”), the holder of a convertible promissory note (the “Auctus Fund
Note”) issued to Auctus Fund by RealBiz Media Group, Inc. (“RealBiz”), our former parent company. Pursuant to
the settlement agreement, we issued to Auctus Fund a total of 201,157 unrestricted shares of our common stock in connection with
our spin-off from RealBiz and received a release of any additional claims arising out of the Auctus Fund Note and our spin-off
from RealBiz On May 3, 2019, we issued a total of 28,900
shares of our common stock to one investor in exchange for $65,025. The issuance was exempt from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation
in connection with the issuance. On May 31, 2019, we issued 280,000 shares of
Series A Convertible Preferred Stock to an investor in exchange for a total of $70,000. The issuance of Series A Convertible Preferred
Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holder was either accredited
or sophisticated investors familiar with our operations. In June of 2019, we issued 360,000 shares of
Series A Convertible Preferred Stock in exchange for $90,000. In connection with the foregoing, Mr. McLeod, our President and one
of our directors, purchased 280,000 of those shares in exchange for $70,000. The issuances of Series A Convertible Preferred Stock
were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holders were all either accredited
or sophisticated investors familiar with our operations. Common stock warrants On August 20, 2019, the Company issued 1,192,500
common stock warrants to its officers, contracted employees and professionals that vested immediately. We currently anticipate
that the three contracted employees will be granted additional warrants on a quarterly basis. Each warrant is convertible into
1 share of common stock and vests immediately upon issuance with an exercise price of $0.20. The warrants also have a cashless
exercise option. The Company has recorded stock-based compensation expense of $176,564 for the year ending November 30, 2019 and
is included part of salaries and benefits. The warrants expire on August 20, 2024. A summary of the Company’s outstanding
common stock warrants as of November 30, 2019 is as follows:
Weighted
Average
Exercise Intrinsic
Warrants Price Value
Outstanding, November 30, 2018 - $ - $ -
Warrants granted and issued 1,192,500 $ 0.20 $ 0.00
Warrants exercised $ $
Warrants exchanged $ $ 0.00
Outstanding, November 30, 2019 1,192,500 $ 020 $ 0.00
Common stock issuable upon issuance of warrants 1,192,500 $ 0.20 $ 0.00 The Company estimates
the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the following assumptions
for warrants earned during the year ended November 30, 2019:
Expected volatility 100 %
Expected dividends 0 %
Expected term (in years) 5.0
Risk-free rate 1.42 % |
