Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 29, 2020 | Apr. 10, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Nestbuilder.com Corp. | |
Entity Central Index Key | 0001725516 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,673,237 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Current Assets | ||
Cash | $ 195,081 | $ 263,115 |
Accounts receivable, net of allowance for doubtful accounts | ||
Prepaid expenses | ||
Total current assets | 195,081 | 263,115 |
Total assets | 195,081 | 263,115 |
Current Liabilities | ||
Accounts payable and accrued expenses | 102,000 | 117,000 |
Convertible promissory notes payable | 77,938 | 77,454 |
Total current liabilities | 179,938 | 194,454 |
Total liabilities | 179,938 | 194,454 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value 25,000,000 shares authorized; 640,000 shares issued and outstanding at February 29, 2020 and November 30, 2019, respectively | 64 | 64 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,673,237 shares issued and outstanding at February 29, 2020 and 1,673,237 shares issued and outstanding at November 30, 2019. | 167 | 167 |
Additional paid-in-capital | 587,805 | 587,805 |
Accumulated deficit | (572,893) | (519,375) |
Total stockholders' equity | 15,142 | 68,661 |
Total liabilities and stockholders' equity | $ 195,081 | $ 263,115 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 29, 2020 | Nov. 30, 2019 |
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 | 640,000 | 640,000 |
Preferred stock, shares outstanding | 640,000 | 640,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,673,237 | 1,673,237 |
Common stock, shares outstanding | 1,673,237 | 1,673,237 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Revenues | ||
Real estate media revenue | $ 18,003 | $ 46,850 |
Cost of revenues | 36,038 | 28,976 |
Gross profit | (18,035) | 17,874 |
Operating expenses | ||
Salaries and benefits | 16,375 | 19,960 |
Marketing and promotions expense | 5,584 | 27,513 |
General and administrative | 13,524 | 20,564 |
Total operating expenses | 35,484 | 68,037 |
Operating (loss) | (53,519) | (50,163) |
Provision for income taxes | ||
Net (loss) | $ (53,519) | $ (50,163) |
Weighted average number of shares outstanding | 1,673,237 | 419,359 |
Basic and diluted net (loss) per share | $ (0.03) | $ (0.12) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Nov. 30, 2018 | $ 143 | $ 181,304 | $ (125,815) | $ 55,632 | |
Balance, shares at Nov. 30, 2018 | 1,433,196 | ||||
Net loss | (50,163) | (50,163) | |||
Issuance of common shares | $ 1 | 4,999 | 5,000 | ||
Issuance of common shares, shares | 10,000 | ||||
Balance at Feb. 28, 2019 | $ 144 | 186,303 | (175,978) | 10,469 | |
Balance, shares at Feb. 28, 2019 | 1,443,196 | ||||
Balance at Nov. 30, 2019 | $ 167 | $ 64 | 587,805 | (519,375) | 68,661 |
Balance, shares at Nov. 30, 2019 | 1,673,253 | 640,000 | |||
Net loss | (53,519) | (53,519) | |||
Balance at Feb. 29, 2020 | $ 167 | $ 64 | $ 587,805 | $ (572,893) | $ 15,142 |
Balance, shares at Feb. 29, 2020 | 1,673,253 | 640,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (53,519) | $ (50,163) |
Changes in operating assets and liabilities: | ||
Increase in accrued interest | 485 | 473 |
(Increase) decrease in accounts receivable | (3,825) | |
Increase (decrease) in accounts payable and accrued expenses | (15,000) | (10,544) |
Net cash provided by (used in) operating activities | (68,034) | (64,059) |
Cash flows from investing activities: | ||
Net cash (used in) and provided by investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 5,000 | |
Net cash provided by financing activities | 5,000 | |
Net increase (decrease) in cash | (68,034) | (59,059) |
Cash at beginning of period | 263,115 | 240,925 |
Cash at end of period | 195,081 | 181,866 |
Cash paid for: | ||
Interest | ||
Income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Feb. 29, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1: ORGANIZATION AND NATURE OF BUSINESS Organization We were incorporated in the State of Nevada on January 10, 2017 as a wholly owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation (“RealBiz”). On July 31, 2018, RealBiz effectuated our spin-off from RealBiz. Upon completion of the spin-off, RealBiz stockholders owned 100% of the outstanding shares of our common stock. The spin-off was effectuated by way of a pro rata distribution of our common stock to the RealBiz stockholders of record as of July 2, 2018. Each RealBiz stockholder received one share of our common stock for every 900 shares of RealBiz common stock held by such stockholder on the record date. The spinoff resulted in the issuance of 1,361,596 Nestbuilder.com common shares. 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 (Microvideo app). 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. In addition, we own and operate the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximately 180,000 home listings across all 50 states. We intend to monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer information with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms. In addition, due to the current economic conditions caused by the novel coronavirus pandemic, we are actively seeking potential buyers for the LoseTheAgent.com web site. Cost Allocations Prior to July 31, 2018, RealBiz Media Group, Inc. 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. Products and Services We currently offer the following products and services: Enterprise Video Production The Virtual Tour (VT) and Microvideo App (MVA) ReachFactor We launched a new real estate platform in the direct to consumer space in October 2018. The new product is designed to enable buyers and sellers of residential real estate to market and sell properties to each other without an agent. This platform is the result of two years of engineering and development work by our engineering team. All work was performed by in house staff and all licenses are owned by us. The new product represents our first foray into the business to consumer space that will attract the great majority of US homeowners. LoseTheAgent.com |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 29, 2020 are not indicative of the results that may be expected for the year ending November 30, 2020 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 the Company’s Form 10 for the year ended November 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2020. 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. Significant estimates include deferred tax asset allowance. Cash and Cash Equivalents 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 29, 2020 and November 30, 2019. 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 is not 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’s Property and Equipment are fully depreciated. 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 February 29, 2020 and November 30, 2019. 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. Fair Value of Financial Instruments (continued) 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 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance 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. Nestbuilder adopted the standard effective December 1, 2018 retrospectively. Revenue from Contracts with Customers Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy performance obligation 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 marketing and promotions expense in the accompanying financial statements. Advertising expense for the three months ended February 29, 2020 and February 28, 2019 was $5,584 and $27,513, 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 entity’s 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 29, 2020. 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. February 29, 2020 November 30, 2019 Series A Preferred Stock issued and outstanding 640,000 640,000 Shares on issuance of warrants as share-based compensation 1,192,500 1,192,500 Shares on convertible promissory notes 649,483 645,450 2,481,983 2,477,950 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 Standards 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. The company does not have any leasing arrangements. |
Going Concern
Going Concern | 3 Months Ended |
Feb. 29, 2020 | |
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 February 29, 2020, the Company had working capital of $15,142 and accumulated deficit of $572,893. 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 | 3 Months Ended |
Feb. 29, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4: PROPERTY AND EQUIPMENT At February 29, 2020 and November 30, 2019 Company’s property and equipment are as follows: Estimated Life February 29, 2020 November 30, 2019 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - The Company’s fixed assets are fully depreciated. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Feb. 29, 2020 | |
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: February 29, 2020 November 30, 2019 Trade payables and accruals $ 102,000 $ 117,000 Total accounts payable and accrued expenses $ 102,000 $ 117,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6: 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. 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 Convertible Promissory Notes Mr. Aliksanyan and Mr. Grbelja, both officers and board members of the Company, were issued convertible promissory notes in the amount of $12,500 each. Mr. McLeod, a board member and our President, was issued a convertible promissory note for $12,500. All notes were issued between August 20, 2018 and August 31, 2018. Series A Convertible Preferred Stock During the quarter ended August 31, 2019, Mr. McLeod, a board member and our President, purchased 280,000 shares of Series A Convertible Preferred Stock in exchange for $70,000. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
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 February 29, 2020, there were 1,673,237 shares of common stock issued and outstanding and 640,000 shares of Series A Convertible Preferred Stock issued and outstanding. 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 1,192,000 common stock warrants to its officers, contracted employees and professionals that vested immediately. 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 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 February 29, 2020 is as follows: Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2019 1,192,000 $ 0.20 $ 0.00 Warrants granted and issued - $ - $ - Warrants exercised - $ - $ - Warrants exchanged - $ - $ 0.00 Outstanding, February 29, 2020 1,192,000 $ 020 $ 0.00 Common stock exercisable upon issuance of warrants 1,192,000 $ 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 three months ended February 29, 2020: Expected volatility 100 % Expected dividends 0 % Expected term (in years) 5.0 Risk-free rate 1.42 % |
Contingencies
Contingencies | 3 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 8: CONTINGENCIES On August 17, 2018, we entered into employment agreements with Alex Aliksanyan, our Chief Executive Officer and a director, and Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director. Pursuant to the employment agreement with Alex Aliksanyan (the “Aliksanyan Employment Agreement”), Mr. Aliksanyan agreed to serve as our Chief Executive Officer, and we agreed to pay Mr. Aliksanyan an annual base salary of $120,000 per year. The initial term of the is 12 months and may be extended by mutual agreement between us and Mr. Mr. Mr. Pursuant to the employment agreement with Thomas M. Grbelja (the “Grbelja Employment Agreement”), Mr. Grbelja agreed to serve as our Chief Financial Officer, devoting a minimum of 50% of his time and attention to his duties as Chief Financial Officer. We agreed to pay Mr. Grbelja an annual base salary of $70,000 per year. The initial term of the is 12 months and may be extended by mutual agreement between us and |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 3 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes Payable | NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE On November 30, 2018, the Company issued six promissory notes, in the principal amount totaling $75,000, which includes notes payables to certain officers and board members of the Company, namely Mr. Aliksanyan, Mr. McLeod and Mr. Grbelja, in the amount of $12,500 each (See note 6). The Notes accrue interest at a rate of 2.5% per annum and mature on June 1, 2020. 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. . The company has accrued $485 in interest on those notes during the current fiscal year. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Feb. 29, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10: SUBSEQUENT EVENTS There are no subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 29, 2020 are not indicative of the results that may be expected for the year ending November 30, 2020 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 the Company’s Form 10 for the year ended November 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2020. |
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. Significant estimates include deferred tax asset allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 29, 2020 and November 30, 2019. |
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. 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 is not 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’s Property and Equipment are fully depreciated. |
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 February 29, 2020 and November 30, 2019. |
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 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance 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. Nestbuilder adopted the standard effective December 1, 2018 retrospectively. Revenue from Contracts with Customers Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy performance obligation |
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 marketing and promotions expense in the accompanying financial statements. Advertising expense for the three months ended February 29, 2020 and February 28, 2019 was $5,584 and $27,513, respectively. |
Share-Based Compensation | 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 entity’s 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 | 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 29, 2020. |
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. February 29, 2020 November 30, 2019 Series A Preferred Stock issued and outstanding 640,000 640,000 Shares on issuance of warrants as share-based compensation 1,192,500 1,192,500 Shares on convertible promissory notes 649,483 645,450 2,481,983 2,477,950 |
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 standards | Recently Issued Accounting Standards 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. The company does not have any leasing arrangements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Outstanding | February 29, 2020 November 30, 2019 Series A Preferred Stock issued and outstanding 640,000 640,000 Shares on issuance of warrants as share-based compensation 1,192,500 1,192,500 Shares on convertible promissory notes 649,483 645,450 2,481,983 2,477,950 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At February 29, 2020 and November 30, 2019 Company’s property and equipment are as follows: Estimated Life February 29, 2020 November 30, 2019 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) | 3 Months Ended |
Feb. 29, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The Company’s accounts payable and accrued expenses are as follows: February 29, 2020 November 30, 2019 Trade payables and accruals $ 102,000 $ 117,000 Total accounts payable and accrued expenses $ 102,000 $ 117,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | A summary of the Company’s outstanding common stock warrants as of February 29, 2020 is as follows: Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2019 1,192,000 $ 0.20 $ 0.00 Warrants granted and issued - $ - $ - Warrants exercised - $ - $ - Warrants exchanged - $ - $ 0.00 Outstanding, February 29, 2020 1,192,000 $ 020 $ 0.00 Common stock exercisable upon issuance of warrants 1,192,000 $ 0.20 $ 0.00 |
Schedule of Fair Value Assumptions for Warrants | 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 three months ended February 29, 2020: Expected volatility 100 % Expected dividends 0 % Expected term (in years) 5.0 Risk-free rate 1.42 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) - shares | 1 Months Ended | 3 Months Ended |
Jul. 31, 2018 | Feb. 28, 2019 | |
Common Stock [Member] | ||
Shares issued during period | 1,361,596 | 10,000 |
RealBiz [Member] | ||
Ownership percentage | 100.00% | |
Spin-off share issue, description | Each RealBiz stockholder received one share of our common stock for every 900 shares of RealBiz common stock held by such stockholder on the record date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | Nov. 30, 2019 | |
Cash equivalents | |||
Impairment of long-lived assets | |||
Advertising expense | $ 5,584 | $ 27,513 | |
Income taxes position, description | greater than 50 percent likelihood | ||
Computer Equipment [Member] | |||
Estimated life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended |
Feb. 29, 2020 | Nov. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,481,983 | 2,477,950 |
Series A Preferred Stock Issued and Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 640,000 | 640,000 |
Shares on Issuance of Warrants as Share-based Compensation [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,192,500 | 1,192,500 |
Shares on Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 649,483 | 645,450 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ 15,142 | |
Accumulated deficit | $ (572,893) | $ (519,375) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Nov. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (82,719) | $ (82,719) |
Property and equipment, net | ||
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Property and equipment | $ 82,719 | $ 82,719 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Total accounts payable and accrued expenses | $ 102,000 | $ 117,000 |
Trade Payables and Accruals [Member] | ||
Total accounts payable and accrued expenses | $ 102,000 | $ 117,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 27, 2017 | Jan. 31, 2018 | Aug. 31, 2019 | Feb. 28, 2019 | Feb. 29, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Common stock issued | 1,673,237 | 1,673,237 | ||||||
Number of shares purchased in exchange, value | $ 5,000 | |||||||
RealBiz [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued | 100 | |||||||
Constituting percentage of issued and outstanding common stock | 100.00% | |||||||
Settlement amount | $ 30,000 | |||||||
Mr. Aliksanyan [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 12,500 | $ 12,500 | ||||||
Mr. Grbelja [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | 12,500 | 12,500 | ||||||
Mr. McLeod [Member] | Series A Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares purchased in exchange | 280,000 | |||||||
Number of shares purchased in exchange, value | $ 70,000 | |||||||
Mr. McLeod [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 12,500 | $ 12,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 31, 2019 | May 03, 2019 | Apr. 30, 2019 | Jan. 10, 2019 | Jun. 30, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Nov. 30, 2019 | Aug. 20, 2019 |
Class of Stock [Line Items] | |||||||||
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 | |||||||
Preferred stock conversion basis description | 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. | ||||||||
Common stock, shares issued | 1,673,237 | 1,673,237 | |||||||
Common stock, shares outstanding | 1,673,237 | 1,673,237 | |||||||
Convertible Series A Preferred stock, shares issued | 640,000 | 640,000 | |||||||
Convertible Series A Preferred stock, shares outstanding | 640,000 | 640,000 | |||||||
Shares issued during period, value | $ 5,000 | ||||||||
Stock-based compensation | $ 176,564 | ||||||||
Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 1,192,000 | ||||||||
Number of shares called by each warrant | 1 | ||||||||
Warrants exercise price | $ 0.20 | ||||||||
Warrants expiration date | Aug. 20, 2024 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during period | 280,000 | 360,000 | |||||||
Shares issued during period, value | $ 70,000 | $ 90,000 | |||||||
Settlement Agreement [Member] | Unrestricted Shares [Member] | Auctus Fund LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during period | 201,157 | ||||||||
One Investor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during period | 28,900 | 10,000 | |||||||
Shares issued during period, value | $ 65,025 | $ 5,000 | |||||||
Mr. McLeod [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during period | 280,000 | ||||||||
Shares issued during period, value | $ 70,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Warrants Outstanding (Details) - Warrants [Member] | 3 Months Ended |
Feb. 29, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balance | shares | 1,192,000 |
Warrants granted and issued | shares | |
Warrants exercised | shares | |
Warrants exchanged | shares | |
Warrants Outstanding, ending balance | shares | 1,192,000 |
Common stock exercisable upon issuance of warrants | shares | 1,192,000 |
Warrants Outstanding, beginning balance, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Warrants granted and issued, Weighted Average Exercise Price | $ / shares | |
Warrants exercised, Weighted Average Exercise Price | $ / shares | |
Warrants exchanged, Weighted Average Exercise Price | $ / shares | |
Warrants Outstanding, ending balance, Weighted Average Exercise Price | $ / shares | 0.20 |
Common stock exercisable upon issuance of warrants, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, beginning balance, Intrinsic Value | $ | $ 0 |
Warrants granted and issued, Intrinsic Value | $ | |
Warrants exercised, Intrinsic Value | $ | |
Warrants exchanged, Intrinsic Value | $ | 0 |
Warrants Outstanding, ending balance, Intrinsic Value | $ | 0 |
Common stock exercisable upon issuance of warrants, Intrinsic Value | $ | $ 0 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Fair Value Assumptions for Warrants (Details) | Feb. 29, 2020 |
Expected volatility [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 100 |
Expected Dividends [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 0 |
Expected Term [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, term | 5 years |
Risk-Free Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 1.42 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - Employment Agreement [Member] - USD ($) | Aug. 17, 2018 | Nov. 30, 2017 |
Mr. Aliksanyan [Member] | ||
Annual base salary | $ 120,000 | $ 36,000 |
Mr. Grbelja [Member] | ||
Annual base salary | $ 70,000 | $ 24,000 |
Mr. Grbelja [Member] | Minimum [Member] | ||
Percentage for annual base salary | 50.00% |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 29, 2020 | Nov. 30, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | |||
Promissory note | $ 75,000 | ||
Debt instrument interest rate | 2.50% | ||
Debt instrument maturity date | Jun. 1, 2020 | ||
Stock conversion price per share | $ 0.12 | ||
Minimum percentage of shares to be owned beneficially after debt conversion | 4.99% | ||
Accrued interest | $ 485 | ||
Debt instrument converted shares | 649,483 | ||
Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Promissory note | $ 77,938 | ||
Mr. Aliksanyan [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | 12,500 | $ 12,500 | |
Mr. McLeod [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | 12,500 | 12,500 | |
Mr. Grbelja [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 12,500 | $ 12,500 |