Cover
Cover - USD ($) | 12 Months Ended | ||
Nov. 30, 2022 | Mar. 03, 2023 | May 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | First Amended | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Nov. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --11-30 | ||
Entity File Number | 000-55875 | ||
Entity Registrant Name | Renewable Innovations, Inc. | ||
Entity Central Index Key | 0001725516 | ||
Entity Tax Identification Number | 82-3254264 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 588 West 400 South | ||
Entity Address, Address Line Two | Suite 110 | ||
Entity Address, City or Town | Lindon | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84042 | ||
City Area Code | (801) | ||
Local Phone Number | 406-6740 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 365,435 | ||
Entity Common Stock, Shares Outstanding | 6,090,580 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 5036 | ||
Auditor Name | Assurance Dimensions | ||
Auditor Location | Margate, Florida |
Balance sheets
Balance sheets - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Current assets | ||
Cash | $ 1,260,199 | $ 357,189 |
Accounts receivable, net of allowance of $7,500 and $0 | 74,167 | 15,000 |
Inventories | 347,207 | 418,451 |
Prepaid expenses | 584,132 | 18,943 |
Contract asset | 43,528 | |
Total current assets | 2,309,233 | 809,583 |
Property and equipment, net | 2,563,766 | 2,193,565 |
Deposits | 35,000 | 35,000 |
Right of use asset | 4,239,676 | 3,123,565 |
Total assets | 9,147,675 | 6,161,713 |
Current liabilities | ||
Accounts payable | 627,976 | 468,487 |
Accrued payroll liabilities | 70,973 | 45,361 |
Other current liabilities | 34,000 | |
Contract liabilities - customer deposits | 2,842,356 | 1,007,709 |
Lease liability - current portion | 475,195 | 455,661 |
Total current liabilities | 4,016,500 | 2,011,218 |
Noncurrent liabilities | ||
Lease liability, net of current portion | 3,876,145 | 2,740,852 |
Total liabilities | 7,892,645 | 4,752,070 |
Commitments and Contingences (Note 12) | ||
Stockholders’ equity | ||
Preferred stock value | 19 | 10 |
Common stock value | 500 | 500 |
Additional paid-in capital | 4,786,652 | 2,588,161 |
Accumulated deficit | (3,532,141) | (1,179,028) |
Total stockholders’ equity | 1,255,030 | 1,409,643 |
Total liabilities and stockholders’ equity | 9,147,675 | 6,161,713 |
Nestbuilder Com Corp [Member] | ||
Current assets | ||
Cash | 2,571 | 19,622 |
Total current assets | 2,571 | 19,622 |
Property and equipment, net | ||
Total assets | 2,571 | 19,622 |
Current liabilities | ||
Accounts payable and accrued expenses | 111,499 | 102,000 |
Paycheck protection SBA loan | 15,077 | |
Convertible promissory notes payable and accrued interest- related party | 22,522 | |
Convertible promissory notes payable and accrued interest | 28,049 | |
Total current liabilities | 111,499 | 167,648 |
Noncurrent liabilities | ||
Total liabilities | 111,499 | 167,648 |
Commitments and Contingences (Note 12) | ||
Stockholders’ equity | ||
Preferred stock value | ||
Common stock value | 608 | 167 |
Additional paid-in capital | 1,544,257 | 587,869 |
Treasury stock, at cost (640,000 shares) | (120,000) | (120,000) |
Accumulated deficit | (1,533,793) | (616,062) |
Total stockholders’ equity | (108,928) | (148,026) |
Total liabilities and stockholders’ equity | $ 2,571 | $ 19,622 |
Balance sheets (Parenthetical)
Balance sheets (Parenthetical) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 19,148 | 10,355 |
Preferred stock, shares outstanding | 19,148 | 10,355 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 500,000 | 500,000 |
Common stock, shares outstanding | 500,000 | 500,000 |
Accounts receivable, net of allowance, current | $ 7,500 | $ 0 |
Nestbuilder Com Corp [Member] | ||
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 | 6,090,580 | 1,673,237 |
Common stock, shares outstanding | 6,090,580 | 1,673,237 |
Treasury stock shares | 640,000 | 640,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Revenues | ||
Sales | $ 2,430,194 | $ 370,341 |
Cost of sales | 2,557,814 | 339,629 |
Gross profit (loss) | (127,620) | 30,712 |
Operating expenses | ||
Sales, general, and administrative | 989,916 | 1,387,939 |
Depreciation | 357,327 | 28,085 |
Total operating expenses | 1,347,243 | 1,416,024 |
Loss from operations | (1,474,863) | (1,385,312) |
Other income (expense): | ||
Rental income | 84,900 | 207,538 |
Settlement expense | (983,500) | |
Gain on settlement | 20,450 | |
Total other income (expense) | (878,150) | 207,538 |
Income (loss) before income taxes | (2,353,013) | (1,177,774) |
Income tax expense | 100 | 1,254 |
Net (loss) | (2,353,113) | (1,179,028) |
Nestbuilder Com Corp [Member] | ||
Revenues | ||
Sales | 46,675 | 61,050 |
Cost of sales | 17,195 | 16,942 |
Gross profit (loss) | 29,480 | 44,108 |
Operating expenses | ||
Salaries and benefits | 749,044 | 18,946 |
General and administrative | 133,788 | 61,842 |
Total operating expenses | 882,832 | 80,788 |
Loss from operations | (853,352) | (36,680) |
Other income (expense): | ||
Interest expense | (7,258) | (3,470) |
Gain on forgiveness of paycheck protection program loan from SBA | 15,077 | 13,080 |
Loss on extinguishment of debt | (72,198) | |
Total other income (expense) | (64,379) | 9,610 |
Income (loss) before income taxes | (917,731) | (27,070) |
Income tax expense | ||
Net (loss) | $ (917,731) | $ (27,070) |
Weighted average number of shares outstanding – basic and diluted | 4,088,424 | 1,673,237 |
Basic and diluted net (loss) per common share | $ (0.22) | $ (0.02) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] Nestbuilder Com Corp [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] Nestbuilder Com Corp [Member] | Common Stock [Member] | Treasury Stock [Member] Nestbuilder Com Corp [Member] | Additional Paid-in Capital [Member] Nestbuilder Com Corp [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Nestbuilder Com Corp [Member] | Retained Earnings [Member] | Stock Subscription Receivable [Member] Nestbuilder Com Corp [Member] | Nestbuilder Com Corp [Member] | Total |
Balance at Nov. 30, 2020 | $ 167 | $ (120,000) | $ 587,869 | $ (588,992) | $ (120,956) | |||||||
Balance, shares at Nov. 30, 2020 | 1,673,237 | |||||||||||
Net loss (restated) | (27,070) | (1,179,028) | (27,070) | (1,179,028) | ||||||||
Issuance of common stock to founders | $ 500 | (500) | ||||||||||
Issuance of common stock to founders, shares | 500,000 | |||||||||||
Issuance of preferred stock for cash | $ 9 | 2,260,662 | 2,260,671 | |||||||||
Issuance of preferred stock for cash, shares | 9,043 | |||||||||||
Issuance of preferred stock for contributed assets | $ 1 | 327,999 | 328,000 | |||||||||
Issuance of preferred stock for contributed assets, shares | 1,312 | |||||||||||
Balance at Nov. 30, 2021 | $ 10 | $ 167 | $ 500 | (120,000) | 587,869 | 2,588,161 | (616,062) | (1,179,028) | (148,026) | 1,409,643 | ||
Balance, shares at Nov. 30, 2021 | 10,355 | 1,673,237 | 500,000 | |||||||||
Net loss (restated) | (917,731) | (2,353,113) | (917,731) | (2,353,113) | ||||||||
Issuance of common stock to founders | $ 129 | 102,871 | (36,000) | 67,000 | ||||||||
Issuance of common stock to founders, shares | 1,287,500 | |||||||||||
Fair value of common stock issued for debt conversion | $ 133 | 143,668 | 143,801 | |||||||||
Fair value of common stock issued for debt conversion, shares | 1,336,838 | |||||||||||
Issuance of warrants, vested immediately, with convertible notes | 6,275 | 6,275 | ||||||||||
Cash received for stock subscription receivable | 36,000 | 36,000 | ||||||||||
Exercise of warrants for cash | $ 42 | 10,380 | 10,422 | |||||||||
Exercise of warrants for cash, shares | 418,005 | |||||||||||
Vesting of restricted stock | $ 137 | 91,529 | 91,666 | |||||||||
Vesting of restricted stock, shares | 1,375,000 | |||||||||||
Stock-based compensation | 601,665 | 601,665 | ||||||||||
Issuance of preferred stock for cash | $ 5 | 1,214,995 | 1,215,000 | |||||||||
Issuance of preferred stock for cash, shares | 4,860 | |||||||||||
Issuance of preferred stock as part of settlement agreement | $ 4 | 983,496 | 983,500 | |||||||||
Issuance of preferred stock as part of settlement agreement, shares | 3,933 | |||||||||||
Balance at Nov. 30, 2022 | $ 19 | $ 608 | $ 500 | $ (120,000) | $ 1,544,257 | $ 4,786,652 | $ (1,533,793) | $ (3,532,141) | $ (108,928) | $ 1,255,030 | ||
Balance, shares at Nov. 30, 2022 | 19,148 | 6,090,580 | 500,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (2,353,113) | $ (1,179,028) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Stock-based compensation | 983,500 | |
Depreciation and amortization | 446,994 | 85,114 |
Lease amortization | 487,082 | 236,109 |
Bad debt | 7,500 | |
Gain on settlement | (20,450) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (66,667) | (15,000) |
Inventories | 71,244 | (418,451) |
Prepaid expenses and other current assets | (565,189) | (53,943) |
Contract asset | (43,528) | |
Accounts payable | 159,489 | 468,487 |
Accrued payroll liabilities | 25,612 | 45,361 |
Right of use asset and lease liability, net | (448,366) | (163,161) |
Other current liabilities | (14,000) | 34,000 |
Contract liabilities | 1,834,647 | 1,007,709 |
Net cash provided by operating activities | 504,755 | 47,197 |
Cash flows from investing activities | ||
Purchase of property and equipment | (816,745) | (1,950,679) |
Net cash used in investing activities | (816,745) | (1,950,679) |
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock | 1,215,000 | 2,260,671 |
Net cash provided by financing activities | 1,215,000 | 2,260,671 |
Net change in cash | 903,010 | 357,189 |
Cash at beginning of year | 357,189 | |
Cash at end of year | 1,260,199 | 357,189 |
Non-cash activities: | ||
Right of use asset acquired in exchange for lease liability, net | 1,633,349 | 3,359,674 |
Issuance of preferred stock for contributed assets | 328,000 | |
Issuance of common stock to founders | 500 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Nestbuilder Com Corp [Member] | ||
Cash flows from operating activities | ||
Net loss | (917,731) | (27,070) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Gain on forgiveness of paycheck protection program and SBA loan | (15,077) | (13,080) |
Stock-based compensation | 601,665 | |
Vesting of restricted stock | 91,666 | |
Loss on debt extinguishment | 72,198 | |
Amortization of warrants issued with debt | 6,275 | |
Changes in operating assets and liabilities | ||
Increase in accrued interest on notes payable | 1,032 | 3,468 |
Increase (decrease) in accounts payable and accrued expenses | 9,499 | (8,000) |
Net cash provided by operating activities | (150,473) | (44,682) |
Cash flows from investing activities | ||
Net cash used in investing activities | ||
Cash flows from financing activities | ||
Proceed from issuance of stock | 67,000 | |
Proceeds from warrants exercised | 10,422 | |
Proceeds from stock subscriptions received | 36,000 | |
Proceeds from Paycheck Protection SBA Loan | 13,080 | |
Proceeds from issuance of convertible promissory notes- related party | 5,000 | 21,101 |
Proceeds from issuance of convertible promissory notes | 15,000 | 25,999 |
Net cash provided by financing activities | 133,422 | 60,180 |
Net change in cash | (17,051) | 15,498 |
Cash at beginning of year | 19,622 | 4,124 |
Cash at end of year | 2,571 | 19,622 |
Non-cash activities: | ||
Conversion debt settlement | 71,604 | |
Warrants amended with debt settlement | 16,486 | |
Warrants issued with convertible notes | $ 6,275 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Nov. 30, 2022 | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – NATURE OF OPERATIONS ORGANIZATION AND NATURE OF BUSINESS Renewable Innovations, Inc., a Delaware corporation (“we,” “us,” “our,” “Renewable,” or the “Company”), was incorporated in 2019 and commenced operations in 2021. Renewable’s goal is to accelerate the growth and opportunities within the renewable economy. Our team of industry leaders brings extensive experience and connections across the Renewable, Hydrogen, and Alternative Energy sectors. ● Hydrogen Fuel Cell (HFC) scalable backup and primary power systems ● Mobile and transportable HFC-powered EV Rapid Charge systems for the Electric Vehicle market to help close the Grid Gap (TM) ● Advanced Hydrogen transport and refueling vehicles ● Greenhouse Grids to power communities Our customers include government agencies and leading Fortune 500 companies. Upon formation of the Company, the common shares authorized was 10,000 2,000 1,000,000 250-for-1 forward stock split 500,000 |
Nestbuilder Com Corp [Member] | |
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 referral fees from our LoseTheAgent.com website ). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text, video slices and pictures of home listings) to a video with voice over 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 100,000 home listings across all 50 states. Products and Services We currently offer the following products and services: Enterprise Video Production The Virtual Tour (VT) LoseTheAgent.com |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. Significant accounting estimates reflected in the Company’s financial statements include allowance for doubtful accounts, revenue recognition, contract liabilities, useful lives of property, plant and equipment and fair value of lease liability and right of use assets, and inventory obsolescence. Cash Cash consists of petty cash and checking accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered cash equivalents. There were no The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, accounts receivable has a balance in the allowance of doubtful accounts of $ 7,500 0 Inventory All inventory consists of raw materials and is valued at the lower of first-in-first-out cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Management periodically evaluates inventory for obsolescence and has determined that no inventory is obsolete at November 30, 2022 and 2021. Property and Equipment Property and equipment are recorded at cost and depreciated using straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general, and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended November 30, 2022 and 2021 was $ 446,994 85,114 89,667 57,029 SCHEDULE OF ESTIMATED USEFUL LIVES Category Estimated Useful Life Furniture and fixtures 5 to 10 years Computer equipment 5 to 10 years Office equipment 5 to 10 years Software 3 years Leasehold improvements 7 years Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as real estate contracts that provide an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate and improvements. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate we use the incremental borrowing rate IBR, in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as plant, property, and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. Impairment of long-lived Assets U.S. GAAP requires that long-lived assets held by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. No Revenue Recognition. When entering into contracts with our customers, we follow the five steps outlined in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) i. Identify the contract with our customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations. v. Evaluate the satisfaction of the performance obligations. We account for contracts, with our customers, when we have approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. Under Topic 606, we recognize revenue when or as we satisfy a performance obligation by transferring a promised good or service to our customer. A good or service is considered transferred when the customer obtains control. The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. We recognize revenue once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: i. We have a right to payment for the product or service, ii. The customer has legal title to the product, iii. We have transferred physical possession of the product to the customer, iv. The customer has the risk and rewards of ownership of the product, and v. The customer has accepted the product. The following are the two revenue streams: Revenue Recognition for Sale and/or Install of Power Systems. Some of our contracts are to enhance assets controlled by the customer. In these cases, revenue is earned as the performance obligation is satisfied, and costs are expensed as they occur. Payment terms for these contracts generally match the payment terms for assets not controlled by the customer. On a periodic basis, management evaluates progress towards completion of each contract based on professional judgment and expertise. This is considered an appropriate method because management is aware of the specifications requested by the customer and can evaluate the progress toward those specifications. The Company has not had experience with returns to date. Additionally, the customer is generally involved in the customization and selection of specifications for the contracted goods and services. Therefore, management considers returns as they arise. The Company provides explicit warranties on products, in that it provides assurance that the related product will function as the parties intended. These warranties are not separably purchasable. Warranties do not constitute a separate performance obligation. Revenue Recognition for the Design and Testing of Power Systems. Freight Costs. Costs to Obtain or Fulfill a Contract Disaggregated Revenue SCHEDULE OF DISAGGREGATION OF REVENUE November 30, 2022 2021 (Restated) Sales of services $ 37,673 $ 15,000 Sales of products 2,392,521 355,341 Total sales $ 2,430,194 $ 370,341 Reconciliation of Contract Balances 2,842,356 1,007,709 The following table provides a summary of the changes included in contract liabilities – customer deposits during the years ended November 30, 2022 and 2021: SUMMARY OF CHANGES IN CONTRACT LIABILITIES November 30, 2022 2021 (Restated) Beginning balance $ 1,007,709 $ - Additions to contract liabilities 4,264,841 1,613,050 Deductions to contract liabilities (2,430,194 ) (605,341 ) Ending balance $ 2,842,356 $ 1,007,709 Remaining Performance Obligations 5,600,000 in unsatisfied performance obligations yet to be collected, which are expected to be fully satisfied within 1-2 years . Cost of Revenue The expenses that are included in costs of revenue include all raw material and in-house manufacturing costs—including manufacturing labor and certain indirect manufacturing costs like rent and utility costs for the manufacturing facility—for the products we manufacture. Advertising The Company expenses marketing and advertising costs as incurred. During the year ended November 30, 2022 and 2021, the Company spent $ 71,725 167,020 Settlement During the year ended November 30, 2022, the Company issued preferred stock and recognized a settlement expense of $ 983,500 to one of the founders of the Company as part of a settlement agreement with a third-party. In connection with the legal settlement, the Company also recognized a gain of $ 20,450 for a sublease security deposit. Concentration of Credit and Business Risk The Company maintains its cash accounts at a commercial bank located in United States. The FDIC insures $ 250,000 1,010,000 107,189 For the year ended November 30, 2022, two vendors accounted for 29 15 For the years ended November 30, 2022 and 2021, two customers accounted for 98.6 97.3 Two customers represented 100 100 Stock-Based Compensation The Company accounts for stock grants that are issued to non-employees based on the estimated fair value of goods or services provided to the Company. Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. We also follow the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes 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% likelihood of being realized upon ultimate settlement with the relevant tax authority. Our income is subject to taxation in the United States. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. Currently, 2019, 2020, and 2021 tax years are open and subject to examination by the taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. Fair Value Measurements The Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs, other than quoted prices in Level 1, that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Unobservable inputs that reflect management’s assumptions based on the best available information. The Company did not identify any assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with the relevant accounting standards. The carrying amount of the Company’s cash, accounts receivable, inventory, prepaid expenses, accounts payable, accrued liabilities and other current liabilities approximate their fair value because of the short-term nature of these instruments. Recent Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective December 1, 2022, for the Company, with early implementation allowed. The Company elected to adopt ASU 2016-02 effective December 1, 2020. The adoption of ASU 2016-02 required the Company to record lease assets and liabilities on the balance sheet and also disclose key information about the Company’s leasing arrangement. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective December 31, 2021, applied on the full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company has reviewed all other recently issues, but not yet adopted, accounting standards in order to determine effects, if any on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
Nestbuilder Com Corp [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company utilizes fair value estimates for the calculation of stock-based compensation for applicable warrants and restricted stock awards. Actual results could differ from those estimates. 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 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 Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 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 November 30, 2022, and November 30, 2021. 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 ASC topic 820, “Fair Value Measurements and Disclosures” (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. 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. Reclassification Reclassification adjustment has been made in the prior period financial statements to reclassify convertible promissory notes payable and related accrued interest to related parties as of November 30, 2021. This reclassification resulted in a change in the presentation of notes payable on the balance sheet but had no effect on the previously reported net loss. 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. We adopted the standard effective December 1, 2018, with no cumulative adjustment needed as of this date. All of our revenue is generated from the United States of America. We generate revenue from service fees for video creation and production and referral fees from our LoseTheAgent.com website . ● 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 selling and promotions expense in the accompanying financial statements. Advertising expense for the year ended November 30, 2022, and 2021 were $ 169 544 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 estimates the fair value of stock options by using the Black-Scholes option pricing model. Additionally, the Company has early adopted ASU 2018-07 during fiscal year 2019. In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. 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 for its most recent tax filing. 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 November 30, 2022. 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 equal to basic because the common stock equivalents are anti-dilutive. The Company’s anti-dilutive common stock equivalents include the following: SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING November 30, November 30, Shares on issuance of warrants as share-based compensation 10,135,000 1,428,005 Shares on convertible promissory notes - 722,443 Shares on unvested restricted stock 802,083 - Anti-dilutive securities 10,937,083 2,150,448 Concentrations, Risks and Uncertainties The Company’s operations and revenue 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. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 on January 1, 2022. There is no impact of the adoption of the standard on the financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued and not implemented that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Nov. 30, 2022 | |
GOING CONCERN | NOTE 4 – GOING CONCERN The accompanying financial statements have been prepared assuming that we will continue as a going concern. As of November 30, 2022, we had an accumulated deficit of $ 3,532,141 , and we had a net loss of $ 2,353,113 for the year then ended. These facts and others 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. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management’s plan to eliminate the going concern situation includes, but is not limited to, the following: ● The creation of additional sales and profits across its product lines; ● The continuation of improving cash flow by maintaining moderate cost reductions; ● Requiring 50% deposit on all purchase orders; ● Continuing positive cash flows from operating activities; ● Potential issuances of additional common stock to existing shareholders and through PIPE financing. |
Nestbuilder Com Corp [Member] | |
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 November 30, 2022, the Company had a working capital deficit of $ 108,928 1,533,793 917,731 150,473 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 | 12 Months Ended |
Nov. 30, 2022 | |
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of November 30: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Machinery and equipment $ 579,076 $ 451,592 Leasehold improvements 141,580 141,580 Demonstration units 1,685,506 1,685,506 Construction in progress 689,711 - Total property and equipment 3,095,873 2,278,678 Less: accumulated depreciation (532,107 ) (85,113 ) Property and equipment, net $ 2,563,766 $ 2,193,565 Depreciation expense for the years ended November 31, 2022 and 2021 was $ 446,994 and $ 85,114 , respectively. |
Nestbuilder Com Corp [Member] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT At November 30, 2022 and November 30, 2021 Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated November 30, 2022 November 30, 2021 Office equipment 3 $ 82,719 $ 82,719 Machinery and equipment Leasehold improvements Demonstration units Construction in progress Total property and equipment Less: accumulated depreciation (82,719 ) (82,719 ) Property and equipment, net $ - $ - The Company has recorded no depreciation expense for the years ended November 30, 2022, and 2021. Depreciation expense for the years ended November 31, 2022 and 2021 was - |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Nov. 30, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 - ACCOUNTS PAYABLE ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable of $ 627,976 468,487 29 % of purchases. For the year ended November 30, 2021, one vendor accounted for 15 % of purchases. |
Nestbuilder Com Corp [Member] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company’s accounts payable and accrued expenses are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES November 30, November 30, 2022 2021 Trade payables and accruals $ 111,499 $ 102,000 Total accounts payable and accrued expenses $ 111,499 $ 102,000 Accounts payable of $ - are made up of payables due to vendors in the ordinary course of business a November 30, 2022 and 2021, respectively. For the year ended November 30, 2022, two vendors accounted for - % of purchases. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Nov. 30, 2022 | |
Nestbuilder Com Corp [Member] | |
RELATED PARTY TRANSACTIONS | NOTE 6: RELATED PARTY TRANSACTIONS Convertible Promissory Notes During the year ended November 30, 2022, Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, converted promissory notes for common stock as part of a Note Conversion and Warrant Amendment Agreement (See Note 7 and Note 9). Common Stock Purchase Warrants On February 4, 2022, the Company issued 5,075,000 1 0.0925 February 4, 2027 Pursuant to the terms of the Common Stock Purchase Warrants, ¼ th th On May 5, 2022, Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, exercised a portion of their warrants to purchase common stock. A total of 130,505 0.02 There was $ 338,333 473,667 Common Stock Purchase Warrant Amendments On May 26, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $ 0.20 0.0925 0.062 On July 13, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $ 0.062 0.045 Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, had 5,875,000 There was no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications. Restricted Stock Awards On February 4, 2022, the Company issued 825,000 its officers and directors at a price per share of $ 0.0925 vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, 55,000 77,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Nov. 30, 2022 | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10 – STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Series A As of November 30, 2022 and 2021, there were 100,000 19,148 10,355 Each Series A Preferred share is entitled to one vote on matters that only the Holders are entitled to vote upon The Preferred stock is entitled to receive non-cumulative preferential dividends, when and as declared by the Board of Directors. Dividends accrue at 8 % per annum beginning on the original issue date, calculated as simple interest. For the years ended November 30, 2022 and 2021, no declarations have been made. The Preferred stock has a conversion price of eighty percent ( 80 During the year ended November 30, 2021, the Company issued 9,043 2,260,671 1,312 During the year ended November 30, 2022, the Company issued 4,860 shares of preferred stock to several investors for cash of $ 1,214,995 and 3,933 preferred shares to one of the founders as part of a settlement agreement. Common Stock As of November 30, 2022 and 2021, there were 1,000,000 500,000 Upon formation of the Company, the common shares authorized was 10,000 . In May 2021, 2,000 common shares were issued to Robert Mount and Lynn Barney, the Company’s founders 1,000,000 , in addition to authorizing the preferred stock discussed above. Upon the filing of the amended articles of incorporation, the common shares were subject to a 250-for-1 forward stock split ; thus, increasing the common shares outstanding to 500,000 shares. |
Nestbuilder Com Corp [Member] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7: STOCKHOLDERS’ DEFICIT STOCKHOLDERS’ EQUITY (DEFICIT) The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 250,000,000 0.0001 25,000,000 0.0001 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. 6,090,580 zero Common Stock On February 4, 2022, the Company issued 1,375,000 0.0925 vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, 91,966 128,333 572,917 802,083 On February 7, 2022, our existing noteholders exercised their conversion rights of $ 69,554 679,534 0.07 628,238 0.035 $ 141,752 0.035 0.177 55,712 , which is included in the loss on extinguishment of debt of $ 72,198 On February 28, 2022, the company issued 1,287,500 0.08 67,000 36,000 36,000 On May 11, 2022, our remaining noteholders exercised their conversion rights of $ 2,050 29,066 0.07 $ 2,050 Common stock warrants In June 2021, the Company issued an additional 80,000 16,000 0.10 December 31, 2022 In September 2021, the Company issued an additional 18,005 3,601 0.10 December 31, 2022 In January 2022, the Company issued an additional 100,000 Securities Purchase Agreement 20,000 0.10 December 31, 2022 6,275 On February 4, 2022, the Company issued 9,025,000 1 0.0925 February 4, 2027 Pursuant to the terms of the Common Stock Purchase Warrants, ¼ th th 601,665 842,333 On February 7, 2022, the Company and the purchasers under the Securities Purchase Agreement executed Note Conversion and Warrant Amendment Agreements pursuant to which they amended the common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated December 10, 2020, to reduce the exercise price per share from $ 0.10 0.02 217,500 16,486 , which is included in the loss on extinguishment of debt of $ 72,198 On May 5, 2022, a portion of our existing common stock warrant holders exercised their purchase right to purchase 335,505 6,710 On May 26, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $ 0.20 0.0925 0.062 On July 13, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $ 0.062 0.045 On September 22, 2022, a portion of our existing common stock warrant holders exercised their purchase right to purchase 82,500 3,712 A summary of the Company’s outstanding common stock warrants as of November 30, 2022, is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2021 1,428,005 $ 0.186 $ 0.00 Warrants granted and issued 9,125,000 $ 0.92 $ 0.00 Warrants exercised (418,005 ) $ 0.25 $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, November 30, 2022 10,135,000 $ 0.045 $ 0.00 Common stock issuable upon exercise of warrants 10,135,000 $ 0.045 $ 0.00 The following table summarizes information about common stock warrants outstanding on November 30, 2022: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Weighted Number Exercisable at Weighted November 30 2022 Remaining Life Exercise Price November 30, 2022 Exercise Price 1,110,000 1.72 $ 0.045 1,110,000 $ 0.0450 9,025,000 4.18 .045 - 0.045 10,135,000 3.91 $ 0.045 1,110,000 $ 0.045 The Company estimates the fair value of each award on the date of grant using a Black Scholes valuation model that uses the following assumptions for warrants modified during the year ended November 30, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 595 Expected dividends 0 Expected term (in years) 5 Risk-free rate 3.01 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Nov. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Operating Leases For the year ended November 30, 2021, we had two Operating leases as follows: ● Office space in Lindon, Utah, with monthly payments of $ 5,000 2,790 3.28 17 ● Manufacturing space in American Fork, Utah, with a monthly payment of $ 40,826.52 80,052 3.28 80 We entered into two lease agreements each beginning June 1, 2021. The first lease agreement was for office space in Lindon, Utah, and was for a term of 24 86 Both lease agreements contain a variable portion that covers Common Area Maintenance fees. These fees represent our proportionate share of the leased square footage relative to the total square footage of the lessor’s property. No other aspect of the lease agreements contains variable fees. Both leases contain options for extending the leases at the end of the initially stated lease periods. The Lindon lease can be renewed for one-year terms at a three percent increase in monthly rent. When we signed this lease, we expected to renew the lease for one complete year, and thus treated the lease as a two-year lease. 86 As these leases do not provide the implicit rate, we use an estimated incremental borrowing rate (IBR). To estimate the IBR, we used the risk-free rate of the US treasury rate, plus a premium for credit risk. As of November 30, 2022, we had two Operating leases as follows: ● Office space in Lindon, Utah, with monthly payments of $ 7,557 15,503 7.52 71 ● Manufacturing space in American Fork, Utah, with a monthly payment of $ 41,643.05 80,052 3.28 68 During the year ended November 30, 2022 we cancelled our lease for office space in Lindon Utah early, with no material gain or loss, and entered into a new lease agreement with the same lessor for different, larger office space, and for longer terms. Specifically, the new Lindon lease is for 72 72 Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES ROU asset – December 1, 2020 $ - Additions 3,359,674 - Amortization (236,109 ) ROU asset - November 30, 2021 $ 3,123,565 Lease liability – December 1, 2020 - Additions $ 3,359,674 - Amortization (163,161 ) Lease liability - November 30, 2021 $ 3,196,513 ROU asset – December 1, 2021 $ 3,123,565 Additions 1,633,349 Deletions (30,156 ) Amortization (487,082 ) ROU asset - November 30, 2022 $ 4,239,676 Lease liability - December 1, 2021 $ 3,196,513 Additions 1,633,349 Deletions (30,606 ) Amortization (447,916 ) Lease liability - November 30, 2022 $ 4,351,340 As of November 30, 2022, our operating leases had a weighted average remaining lease term of 68.85 5.9 78.33 3.28 The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Balance Sheet as of November 30, 2022: SCHEDULE OF MINIMUM LEASE PAYMENTS Fiscal Year Minimum lease payments 2023 $ 681,173 2024 879,958 2025 900,306 2026 921,161 2027 942,536 Thereafter 741,909 Total 5,067,043 Less interest (715,704 ) Present value of future minimum lease payments 4,351,340 Less current obligations (475,195 ) Long term lease obligations $ 3,876,145 Subleases We entered into sublease agreements for the manufacturing property in American Fork for fiscal years 2022 and 2021. We subleased 10,000 square feet in 2022 for a total of $84,900 in sublease income, and 30,000 square feet in 2021 for a total of $ 207,538 in sublease income. In connection with the sublease, there were lease deposits of $0 and $ 34,000 for the years ended November 30, 2022 and 2021 respectively. |
Nestbuilder Com Corp [Member] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES On August 17, 2018, we entered into employment agreements with Alex Aliksanyan, our former 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 36,000 1,500 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 70,000 24,000 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 12 Months Ended |
Nov. 30, 2022 | |
Nestbuilder Com Corp [Member] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE From December 10, 2020 through January 27, 2021, we entered into a Securities Purchase Agreement, by and among us and the purchasers named thereunder, pursuant to which we issued to each of seven investors a Senior Convertible Promissory Note in the principle amount of up to $ 10,000 50,000 0.10 The Notes bear Interest at the rate of 10.0 July 31, 2022 47,160 16,000 3,601 20,000 Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion of $ 0.07 9.99 On February 7, 2022, the existing noteholders exercised their conversion rights and were issued 679,534 0.07 47,567 0.035 628,238 21,988 On May 11, 2022, our remaining noteholders exercised their conversion rights and were issued 29,066 0.07 2,050 |
PAYCHECK PROTECTION PROGRAM_SBA
PAYCHECK PROTECTION PROGRAM/SBA LOAN | 12 Months Ended |
Nov. 30, 2022 | |
Nestbuilder Com Corp [Member] | |
PAYCHECK PROTECTION PROGRAM/SBA LOAN | NOTE 10: PAYCHECK PROTECTION PROGRAM/SBA LOAN On May 6, 2020, the Company obtained a $ 13,080 13,080 In March 2021, the Company obtained an additional Paycheck Protection Program loan in the amount of $ 15,077 15,077 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Nov. 30, 2022 | |
INCOME TAX | NOTE 11 – INCOME TAX For the years ended November 30, 2022 and 2021, the Company had $ 100 1,254 no The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of November 30, SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES Deferred tax assets 2022 2021 Net operating losses $ 1,259,148 $ 396,202 Right of use asset/liability 27,728 18,114 Allowance and reserves 1,862 - Total gross deferred tax assets 1,288,738 414,316 Less: valuation allowance (868,535 ) (292,160 ) Total deferred tax assets 420,203 122,156 Deferred tax liabilities Depreciation of fixed assets (420,203 ) (122,156 ) Total deferred tax liabilities (420,203 ) (122,156 ) Net deferred tax assets $ - $ - Components of net deferred tax assets, including a valuation allowance, are as follows as of November 30: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS 2022 2021 Deferred tax assets $ 1,288,738 $ 414,316 Valuation allowance (868,535 ) (292,160 ) Total deferred tax assets 420,203 $ 122,156 Deferred tax liabilities (420,203 ) (122,156 ) Total net deferred assets/liabilities $ - $ - The valuation allowance for deferred tax assets as of November 30, 2022 and 2021 was $ 868,535 and $ 292,160 , respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management has recorded a 100 % valuation allowance, against its net deferred tax assets, since management believes it is more likely than not that it will not be realized at the date of this statement. The Company will continue to monitor the potential utilization of this asset. Should factors and evidence change to aid in this assessment, a potential adjustment to the valuation allowance in future periods may occur. The Company records any penalties and interest as a component of operating expenses. The reconciliation between statutory rate and effective rate is as follows as of November 30, SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE 2022 2021 Federal statutory tax rate 21 % 21 % State taxes 0 % 0 % Nondeductible items 0 % 0 % Change in valuation allowance (21 )% (21 )% Return to provision adjustments 0 % 0 % Effective tax rate 0 % 0 % The Company reported no uncertain tax liability as of November 30, 2022 and expects no significant change to the uncertain tax liability over the next twelve months. The Company’s 2019, 2020, and 2021 federal and state income tax returns are open for examination by the applicable governmental authorities. As of November 30, 2022, the Company has a net operating loss (NOL) carryforward of $ 5,097,041 . The NOL carryforward does not have an expiration. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years) . In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a 382 limitation on its NOLs that will limit or possibly eliminate the use of its NOLs in the future. Company’s Management has recorded a 100 % valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether or not an “ownership change” has occurred. |
Nestbuilder Com Corp [Member] | |
INCOME TAX | NOTE 11: INCOME TAXES INCOME TAX The Company accounts for income taxes considering deferred tax assets and liabilities which represent the future tax consequences of the differences between financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year the change is enacted. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE 2022 2021 Statutory federal rate (21.0 )% (21.0 )% Permanent differences, PPP forgiveness 0 % 0 % Change in valuation allowance 21.0 % 21.0 % Effective tax rate 0.0 % 0.0 % At November 30, 2022 and 2021 the Company’s deferred tax assets were as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS 2022 2021 Tax benefit of net operating loss carry forward $ 35,157 $ 2,934 Change in valuation allowance (35,157 ) (2,934 ) Provision for income tax - - Deferred tax assets (liabilities) Net deferred tax assets- net operating losses 111,854 76,697 Less: Valuation allowance (111,854 ) (76,697 ) Net deferred tax asset $ - - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The change in the valuation allowance during the years ended November 30, 2022 and 2021 was approximately $ 35,000 and $ 3,000 , respectively. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased. As of November 30, 2022, the Company had unused net operating loss carry forwards of $ 532,637 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Nov. 30, 2022 | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On December 1, 2022, pursuant to an Agreement and Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder (“Parent”), NB Merger Corp. (the “Merger Sub”) a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder, Renewable Innovations, Inc., (the “Company”) a Delaware corporation, Lynn Barney, as the representative of the Company’s securityholders, and Alex Aliksanyan, as the Parent representative, the Parent acquired the Company through the merger of the Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of the Parent. In connection with the Merger, the Parent filed articles of merger with the Nevada Secretary of State to change its name to Renewable Innovations, Inc. pursuant to a parent/subsidiary merger between Parent and the Company as a wholly owned non-operating subsidiary, which was established for the purpose of giving effect to this name change. Immediately prior to the Merger, there were 6,090,580 shares of Parent Common Stock issued and outstanding and warrants outstanding to acquire up to an aggregate of 10,135,000 shares of Parent Common Stock. As a result of the Merger, Parent issued to the shareholders of the Company an aggregate of 2,155,684 shares of Parent Series A Convertible Preferred Stock, par value $ 0.0001 100 shares of Parent Common Stock, and votes an as converted basis which represents a 97 In accordance with ASC 855, “Subsequent Events”, the Company has evaluated all subsequent events through the date of this filing. No other significant events have occurred besides the events disclosed in the Notes to the Financial Statements. |
Nestbuilder Com Corp [Member] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS On December 1, 2022, pursuant to an Agreement and Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder, NB Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder (“Merger Sub”), Renewable Innovations, Inc., a Delaware corporation (“Renewable Innovations”), Lynn Barney, as the representative of Renewable Innovations’ securityholders, and Alex Aliksanyan, as the Nestbuilder representative, Nestbuilder acquired Renewable Innovations through the merger of Merger Sub with and into Renewable Innovations (the “Merger”), with Renewable Innovations continuing as the surviving corporation and becoming a wholly owned subsidiary of Nestbuilder. In connection with the Merger, we intend to file articles of merger with the Nevada Secretary of State to change our name to Renewable Innovations, Inc. pursuant to a parent/subsidiary merger between us (as “Nestbuilder.com Corp.”) and our wholly-owned non-operating subsidiary, Renewable Innovations, Inc., which was established for the purpose of giving effect to this name change. Immediately prior to the Merger, there were 6,090,580 10,135,000 2,155,684 0.0001 100 93 |
RESTATEMENT FOR CORRECTION OF A
RESTATEMENT FOR CORRECTION OF AN ERROR | 12 Months Ended |
Nov. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT FOR CORRECTION OF AN ERROR | NOTE 2 – RESTATEMENT FOR CORRECTION OF AN ERROR In preparation of the first quarter 2023 financial statements, management recognized potential errors in prior-period accounting. After reviewing the accounting records, management determined two main errors occurred in the reported fiscal year 2022 financial records. The first error management found was that raw materials within inventory was overstated; therefore, the restated balance sheet dated November 30, 2022, shows a reduction in inventory. The second error was realized while reviewing the accounting records related to cost of sales recorded in the wrong period. Management determined that certain inputs used to estimate percent complete for in-progress projects were also incorrect and certain expenses were erroneously classified in fiscal year ended November 30, 2022. After correcting these errors, the amount of revenue was reduced, contract assets decreased, contract liabilities increased, and certain expenses and cost of sales were revised for the year ended November 30, 2022. Management has been assessing their internal controls and working to improve the design and implementation of those internal controls in an effort to prevent such misstatements from occurring in the future. The income statement for the year ended November 30, 2022 was restated as follows: SCHEDULE OF RESTATEMENT As Previously Reported Restatement Adjustment As Restated Sales $ 3,468,587 $ (1,038,393 ) $ 2,430,194 Cost of sales 2,578,368 (20,554 ) 2,557,814 Gross profit (loss) 890,219 (1,017,839 ) (127,620 ) Operating expenses Sales, general, and administrative 598,029 391,887 989,916 Depreciation 358,878 (1,551 ) 357,327 Total operating expenses 956,907 390,336 1,347,243 Loss from operations (66,688 ) (1,408,175 ) (1,474,863 ) Other income (expense): Rental income 84,900 - 84,900 Settlement expense (983,500 ) - (983,500 ) Gain on settlement 20,450 - 20,450 Total other income (expense) (878,150 ) - (878,150 ) Net loss before income taxes (944,838 ) (1,408,175 ) (2,353,013 ) Income tax expense 100 - 100 Net loss $ (944,938 ) $ (1,408,175 ) $ (2,353,113 ) The balance sheet as of November 30, 2022 was restated as follows: As Previously Reported Restatement Adjustment (Restated) ASSETS Current assets Cash $ 1,260,199 $ - $ 1,260,199 Accounts receivable, net of allowance of $ 7,500 0 74,167 - 74,167 Inventories 510,318 (163,111 ) 347,207 Prepaid expenses 584,132 - 584,132 Contract asset 222,395 (178,867 ) 43,528 Total current assets 2,651,211 (341,978 ) 2,309,233 Property and equipment, net 2,563,766 - 2,563,766 Deposits 35,000 - 35,000 Right of use asset 4,239,676 - 4,239,676 Total assets $ 9,489,653 $ (341,978 ) $ 9,147,675 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 627,976 $ - $ 627,976 Accrued payroll liabilities 70,973 - 70,973 Other current liabilities - - - Contract liabilities - customer deposits 1,776,159 1,066,197 2,842,356 Lease liability - current portion 475,195 - 475,195 Total current liabilities 2,950,303 1,066,197 4,016,500 Noncurrent liabilities Lease liability, net of current portion 3,876,145 - 3,876,145 Total liabilities 6,826,448 1,066,197 7,892,645 Stockholders’ equity Common stock, par value $ .001 1,000,000 500,000 500 - 500 Preferred A stock, par value $ .001 100,000 19,148 10,355 19 - 19 Additional paid-in capital 4,786,652 - 4,786,652 Accumulated deficit (2,123,966 ) (1,408,175 ) (3,532,141 ) Total stockholders’ equity 2,663,205 (1,408,175 ) 1,255,030 Total liabilities and stockholders’ equity $ 9,489,653 $ (341,978 ) $ 9,147,675 Based on the above restatement as of and for the year ended November 30, 2022, certain disclosures in Notes 3, 4, 5, 6, 10, 11 and 13 were revised to align with the restated balances. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Nov. 30, 2022 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 5 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of November 30: SCHEDULE OF ACCOUNTS RECEIVABLES 2022 2021 Trade Accounts Receivable $ 81,667 $ 15,000 Less Allowance for doubtful accounts (7,500 ) - Total Accounts Receivable (net) $ 74,167 $ 15,000 Accounts receivable as of November 30, 2022 and 2021 are made up of trade receivables due from customers in the ordinary course of business. |
INVENTORY
INVENTORY | 12 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Inventory consisted of the following as of November 30: SCHEDULE OF INVENTORY 2022 2021 Raw materials $ 347,207 $ 315,462 Work in process - 102,989 Total Inventory 347,207 418,451 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Nov. 30, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 7 – PREPAID EXPENSES Prepaid expenses consisted of the following as of November 30: SCHEDULE OF PREPAID EXPENSES 2022 2021 Prepaid expenses $ 573,494 $ 14,024 Prepaid insurance 10,638 4,919 Total prepaid expenses $ 584,132 $ 18,943 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2022 | |
Use of Estimates | Use of Estimates We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. Significant accounting estimates reflected in the Company’s financial statements include allowance for doubtful accounts, revenue recognition, contract liabilities, useful lives of property, plant and equipment and fair value of lease liability and right of use assets, and inventory obsolescence. |
Cash | Cash Cash consists of petty cash and checking accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered cash equivalents. There were no The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general, and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended November 30, 2022 and 2021 was $ 446,994 85,114 89,667 57,029 SCHEDULE OF ESTIMATED USEFUL LIVES Category Estimated Useful Life Furniture and fixtures 5 to 10 years Computer equipment 5 to 10 years Office equipment 5 to 10 years Software 3 years Leasehold improvements 7 years |
Impairment of long-lived Assets | Impairment of long-lived Assets U.S. GAAP requires that long-lived assets held by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. No |
Revenue Recognition. | Revenue Recognition. When entering into contracts with our customers, we follow the five steps outlined in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) i. Identify the contract with our customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations. v. Evaluate the satisfaction of the performance obligations. We account for contracts, with our customers, when we have approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. Under Topic 606, we recognize revenue when or as we satisfy a performance obligation by transferring a promised good or service to our customer. A good or service is considered transferred when the customer obtains control. The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. We recognize revenue once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: i. We have a right to payment for the product or service, ii. The customer has legal title to the product, iii. We have transferred physical possession of the product to the customer, iv. The customer has the risk and rewards of ownership of the product, and v. The customer has accepted the product. The following are the two revenue streams: Revenue Recognition for Sale and/or Install of Power Systems. Some of our contracts are to enhance assets controlled by the customer. In these cases, revenue is earned as the performance obligation is satisfied, and costs are expensed as they occur. Payment terms for these contracts generally match the payment terms for assets not controlled by the customer. On a periodic basis, management evaluates progress towards completion of each contract based on professional judgment and expertise. This is considered an appropriate method because management is aware of the specifications requested by the customer and can evaluate the progress toward those specifications. The Company has not had experience with returns to date. Additionally, the customer is generally involved in the customization and selection of specifications for the contracted goods and services. Therefore, management considers returns as they arise. The Company provides explicit warranties on products, in that it provides assurance that the related product will function as the parties intended. These warranties are not separably purchasable. Warranties do not constitute a separate performance obligation. Revenue Recognition for the Design and Testing of Power Systems. Freight Costs. Costs to Obtain or Fulfill a Contract Disaggregated Revenue SCHEDULE OF DISAGGREGATION OF REVENUE November 30, 2022 2021 (Restated) Sales of services $ 37,673 $ 15,000 Sales of products 2,392,521 355,341 Total sales $ 2,430,194 $ 370,341 Reconciliation of Contract Balances 2,842,356 1,007,709 The following table provides a summary of the changes included in contract liabilities – customer deposits during the years ended November 30, 2022 and 2021: SUMMARY OF CHANGES IN CONTRACT LIABILITIES November 30, 2022 2021 (Restated) Beginning balance $ 1,007,709 $ - Additions to contract liabilities 4,264,841 1,613,050 Deductions to contract liabilities (2,430,194 ) (605,341 ) Ending balance $ 2,842,356 $ 1,007,709 Remaining Performance Obligations 5,600,000 in unsatisfied performance obligations yet to be collected, which are expected to be fully satisfied within 1-2 years . |
Advertising | Advertising The Company expenses marketing and advertising costs as incurred. During the year ended November 30, 2022 and 2021, the Company spent $ 71,725 167,020 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock grants that are issued to non-employees based on the estimated fair value of goods or services provided to the Company. |
Income Taxes | Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. We also follow the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes 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% likelihood of being realized upon ultimate settlement with the relevant tax authority. Our income is subject to taxation in the United States. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. Currently, 2019, 2020, and 2021 tax years are open and subject to examination by the taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. Fair Value Measurements The Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs, other than quoted prices in Level 1, that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Unobservable inputs that reflect management’s assumptions based on the best available information. The Company did not identify any assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with the relevant accounting standards. The carrying amount of the Company’s cash, accounts receivable, inventory, prepaid expenses, accounts payable, accrued liabilities and other current liabilities approximate their fair value because of the short-term nature of these instruments. |
Concentration of Credit and Business Risk | Concentration of Credit and Business Risk The Company maintains its cash accounts at a commercial bank located in United States. The FDIC insures $ 250,000 1,010,000 107,189 For the year ended November 30, 2022, two vendors accounted for 29 15 For the years ended November 30, 2022 and 2021, two customers accounted for 98.6 97.3 Two customers represented 100 100 |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective December 1, 2022, for the Company, with early implementation allowed. The Company elected to adopt ASU 2016-02 effective December 1, 2020. The adoption of ASU 2016-02 required the Company to record lease assets and liabilities on the balance sheet and also disclose key information about the Company’s leasing arrangement. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective December 31, 2021, applied on the full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company has reviewed all other recently issues, but not yet adopted, accounting standards in order to determine effects, if any on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
Accounts Receivable | Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, accounts receivable has a balance in the allowance of doubtful accounts of $ 7,500 0 |
Inventory | Inventory All inventory consists of raw materials and is valued at the lower of first-in-first-out cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Management periodically evaluates inventory for obsolescence and has determined that no inventory is obsolete at November 30, 2022 and 2021. |
Leases | Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as real estate contracts that provide an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate and improvements. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate we use the incremental borrowing rate IBR, in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as plant, property, and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. |
Cost of Revenue | Cost of Revenue The expenses that are included in costs of revenue include all raw material and in-house manufacturing costs—including manufacturing labor and certain indirect manufacturing costs like rent and utility costs for the manufacturing facility—for the products we manufacture. |
Settlement | Settlement During the year ended November 30, 2022, the Company issued preferred stock and recognized a settlement expense of $ 983,500 to one of the founders of the Company as part of a settlement agreement with a third-party. In connection with the legal settlement, the Company also recognized a gain of $ 20,450 for a sublease security deposit. |
Nestbuilder Com Corp [Member] | |
Use of Estimates | Use of Estimates The preparation of the 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company utilizes fair value estimates for the calculation of stock-based compensation for applicable warrants and restricted stock awards. Actual results could differ from those estimates. |
Cash | 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 |
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 |
Impairment of long-lived Assets | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 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 November 30, 2022, and November 30, 2021. |
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 ASC topic 820, “Fair Value Measurements and Disclosures” (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. 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. |
Reclassification | Reclassification Reclassification adjustment has been made in the prior period financial statements to reclassify convertible promissory notes payable and related accrued interest to related parties as of November 30, 2021. This reclassification resulted in a change in the presentation of notes payable on the balance sheet but had no effect on the previously reported net loss. |
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. We adopted the standard effective December 1, 2018, with no cumulative adjustment needed as of this date. All of our revenue is generated from the United States of America. We generate revenue from service fees for video creation and production and referral fees from our LoseTheAgent.com website . ● 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 | 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 year ended November 30, 2022, and 2021 were $ 169 544 |
Stock-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 estimates the fair value of stock options by using the Black-Scholes option pricing model. Additionally, the Company has early adopted ASU 2018-07 during fiscal year 2019. In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. |
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 for its most recent tax filing. 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 November 30, 2022. |
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 equal to basic because the common stock equivalents are anti-dilutive. The Company’s anti-dilutive common stock equivalents include the following: SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING November 30, November 30, Shares on issuance of warrants as share-based compensation 10,135,000 1,428,005 Shares on convertible promissory notes - 722,443 Shares on unvested restricted stock 802,083 - Anti-dilutive securities 10,937,083 2,150,448 |
Concentration of Credit and Business Risk | Concentrations, Risks and Uncertainties The Company’s operations and revenue 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. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 |
Recent Accounting Standards | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 on January 1, 2022. There is no impact of the adoption of the standard on the financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued and not implemented that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Category Estimated Useful Life Furniture and fixtures 5 to 10 years Computer equipment 5 to 10 years Office equipment 5 to 10 years Software 3 years Leasehold improvements 7 years |
SCHEDULE OF DISAGGREGATION OF REVENUE | Disaggregated Revenue SCHEDULE OF DISAGGREGATION OF REVENUE November 30, 2022 2021 (Restated) Sales of services $ 37,673 $ 15,000 Sales of products 2,392,521 355,341 Total sales $ 2,430,194 $ 370,341 |
SUMMARY OF CHANGES IN CONTRACT LIABILITIES | The following table provides a summary of the changes included in contract liabilities – customer deposits during the years ended November 30, 2022 and 2021: SUMMARY OF CHANGES IN CONTRACT LIABILITIES November 30, 2022 2021 (Restated) Beginning balance $ 1,007,709 $ - Additions to contract liabilities 4,264,841 1,613,050 Deductions to contract liabilities (2,430,194 ) (605,341 ) Ending balance $ 2,842,356 $ 1,007,709 |
Nestbuilder Com Corp [Member] | |
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING November 30, November 30, Shares on issuance of warrants as share-based compensation 10,135,000 1,428,005 Shares on convertible promissory notes - 722,443 Shares on unvested restricted stock 802,083 - Anti-dilutive securities 10,937,083 2,150,448 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following as of November 30: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Machinery and equipment $ 579,076 $ 451,592 Leasehold improvements 141,580 141,580 Demonstration units 1,685,506 1,685,506 Construction in progress 689,711 - Total property and equipment 3,095,873 2,278,678 Less: accumulated depreciation (532,107 ) (85,113 ) Property and equipment, net $ 2,563,766 $ 2,193,565 |
Nestbuilder Com Corp [Member] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At November 30, 2022 and November 30, 2021 Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated November 30, 2022 November 30, 2021 Office equipment 3 $ 82,719 $ 82,719 Machinery and equipment Leasehold improvements Demonstration units Construction in progress Total property and equipment Less: accumulated depreciation (82,719 ) (82,719 ) Property and equipment, net $ - $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Nestbuilder Com Corp [Member] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | The Company’s accounts payable and accrued expenses are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES November 30, November 30, 2022 2021 Trade payables and accruals $ 111,499 $ 102,000 Total accounts payable and accrued expenses $ 111,499 $ 102,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) - Nestbuilder Com Corp [Member] | 12 Months Ended |
Nov. 30, 2022 | |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING | A summary of the Company’s outstanding common stock warrants as of November 30, 2022, is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2021 1,428,005 $ 0.186 $ 0.00 Warrants granted and issued 9,125,000 $ 0.92 $ 0.00 Warrants exercised (418,005 ) $ 0.25 $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, November 30, 2022 10,135,000 $ 0.045 $ 0.00 Common stock issuable upon exercise of warrants 10,135,000 $ 0.045 $ 0.00 |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE | The following table summarizes information about common stock warrants outstanding on November 30, 2022: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Weighted Number Exercisable at Weighted November 30 2022 Remaining Life Exercise Price November 30, 2022 Exercise Price 1,110,000 1.72 $ 0.045 1,110,000 $ 0.0450 9,025,000 4.18 .045 - 0.045 10,135,000 3.91 $ 0.045 1,110,000 $ 0.045 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | The Company estimates the fair value of each award on the date of grant using a Black Scholes valuation model that uses the following assumptions for warrants modified during the year ended November 30, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 595 Expected dividends 0 Expected term (in years) 5 Risk-free rate 3.01 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES | Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES ROU asset – December 1, 2020 $ - Additions 3,359,674 - Amortization (236,109 ) ROU asset - November 30, 2021 $ 3,123,565 Lease liability – December 1, 2020 - Additions $ 3,359,674 - Amortization (163,161 ) Lease liability - November 30, 2021 $ 3,196,513 ROU asset – December 1, 2021 $ 3,123,565 Additions 1,633,349 Deletions (30,156 ) Amortization (487,082 ) ROU asset - November 30, 2022 $ 4,239,676 Lease liability - December 1, 2021 $ 3,196,513 Additions 1,633,349 Deletions (30,606 ) Amortization (447,916 ) Lease liability - November 30, 2022 $ 4,351,340 |
SCHEDULE OF MINIMUM LEASE PAYMENTS | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Balance Sheet as of November 30, 2022: SCHEDULE OF MINIMUM LEASE PAYMENTS Fiscal Year Minimum lease payments 2023 $ 681,173 2024 879,958 2025 900,306 2026 921,161 2027 942,536 Thereafter 741,909 Total 5,067,043 Less interest (715,704 ) Present value of future minimum lease payments 4,351,340 Less current obligations (475,195 ) Long term lease obligations $ 3,876,145 |
Nestbuilder Com Corp [Member] | |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE | The reconciliation between statutory rate and effective rate is as follows as of November 30, SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE 2022 2021 Federal statutory tax rate 21 % 21 % State taxes 0 % 0 % Nondeductible items 0 % 0 % Change in valuation allowance (21 )% (21 )% Return to provision adjustments 0 % 0 % Effective tax rate 0 % 0 % |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS | Components of net deferred tax assets, including a valuation allowance, are as follows as of November 30: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS 2022 2021 Deferred tax assets $ 1,288,738 $ 414,316 Valuation allowance (868,535 ) (292,160 ) Total deferred tax assets 420,203 $ 122,156 Deferred tax liabilities (420,203 ) (122,156 ) Total net deferred assets/liabilities $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES | The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of November 30, SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES Deferred tax assets 2022 2021 Net operating losses $ 1,259,148 $ 396,202 Right of use asset/liability 27,728 18,114 Allowance and reserves 1,862 - Total gross deferred tax assets 1,288,738 414,316 Less: valuation allowance (868,535 ) (292,160 ) Total deferred tax assets 420,203 122,156 Deferred tax liabilities Depreciation of fixed assets (420,203 ) (122,156 ) Total deferred tax liabilities (420,203 ) (122,156 ) Net deferred tax assets $ - $ - |
Nestbuilder Com Corp [Member] | |
SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE 2022 2021 Statutory federal rate (21.0 )% (21.0 )% Permanent differences, PPP forgiveness 0 % 0 % Change in valuation allowance 21.0 % 21.0 % Effective tax rate 0.0 % 0.0 % |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS | At November 30, 2022 and 2021 the Company’s deferred tax assets were as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS 2022 2021 Tax benefit of net operating loss carry forward $ 35,157 $ 2,934 Change in valuation allowance (35,157 ) (2,934 ) Provision for income tax - - Deferred tax assets (liabilities) Net deferred tax assets- net operating losses 111,854 76,697 Less: Valuation allowance (111,854 ) (76,697 ) Net deferred tax asset $ - - |
RESTATEMENT FOR CORRECTION OF_2
RESTATEMENT FOR CORRECTION OF AN ERROR (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF RESTATEMENT | The income statement for the year ended November 30, 2022 was restated as follows: SCHEDULE OF RESTATEMENT As Previously Reported Restatement Adjustment As Restated Sales $ 3,468,587 $ (1,038,393 ) $ 2,430,194 Cost of sales 2,578,368 (20,554 ) 2,557,814 Gross profit (loss) 890,219 (1,017,839 ) (127,620 ) Operating expenses Sales, general, and administrative 598,029 391,887 989,916 Depreciation 358,878 (1,551 ) 357,327 Total operating expenses 956,907 390,336 1,347,243 Loss from operations (66,688 ) (1,408,175 ) (1,474,863 ) Other income (expense): Rental income 84,900 - 84,900 Settlement expense (983,500 ) - (983,500 ) Gain on settlement 20,450 - 20,450 Total other income (expense) (878,150 ) - (878,150 ) Net loss before income taxes (944,838 ) (1,408,175 ) (2,353,013 ) Income tax expense 100 - 100 Net loss $ (944,938 ) $ (1,408,175 ) $ (2,353,113 ) The balance sheet as of November 30, 2022 was restated as follows: As Previously Reported Restatement Adjustment (Restated) ASSETS Current assets Cash $ 1,260,199 $ - $ 1,260,199 Accounts receivable, net of allowance of $ 7,500 0 74,167 - 74,167 Inventories 510,318 (163,111 ) 347,207 Prepaid expenses 584,132 - 584,132 Contract asset 222,395 (178,867 ) 43,528 Total current assets 2,651,211 (341,978 ) 2,309,233 Property and equipment, net 2,563,766 - 2,563,766 Deposits 35,000 - 35,000 Right of use asset 4,239,676 - 4,239,676 Total assets $ 9,489,653 $ (341,978 ) $ 9,147,675 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 627,976 $ - $ 627,976 Accrued payroll liabilities 70,973 - 70,973 Other current liabilities - - - Contract liabilities - customer deposits 1,776,159 1,066,197 2,842,356 Lease liability - current portion 475,195 - 475,195 Total current liabilities 2,950,303 1,066,197 4,016,500 Noncurrent liabilities Lease liability, net of current portion 3,876,145 - 3,876,145 Total liabilities 6,826,448 1,066,197 7,892,645 Stockholders’ equity Common stock, par value $ .001 1,000,000 500,000 500 - 500 Preferred A stock, par value $ .001 100,000 19,148 10,355 19 - 19 Additional paid-in capital 4,786,652 - 4,786,652 Accumulated deficit (2,123,966 ) (1,408,175 ) (3,532,141 ) Total stockholders’ equity 2,663,205 (1,408,175 ) 1,255,030 Total liabilities and stockholders’ equity $ 9,489,653 $ (341,978 ) $ 9,147,675 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Credit Loss [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLES | Accounts receivable consisted of the following as of November 30: SCHEDULE OF ACCOUNTS RECEIVABLES 2022 2021 Trade Accounts Receivable $ 81,667 $ 15,000 Less Allowance for doubtful accounts (7,500 ) - Total Accounts Receivable (net) $ 74,167 $ 15,000 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consisted of the following as of November 30: SCHEDULE OF INVENTORY 2022 2021 Raw materials $ 347,207 $ 315,462 Work in process - 102,989 Total Inventory 347,207 418,451 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Prepaid Expenses | |
SCHEDULE OF PREPAID EXPENSES | Prepaid expenses consisted of the following as of November 30: SCHEDULE OF PREPAID EXPENSES 2022 2021 Prepaid expenses $ 573,494 $ 14,024 Prepaid insurance 10,638 4,919 Total prepaid expenses $ 584,132 $ 18,943 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING (Details) - Nestbuilder Com Corp [Member] - shares | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Anti-dilutive securities | 10,937,083 | 2,150,448 |
Shares On Issuance Of Warrants Outstanding [Member] | ||
Anti-dilutive securities | 10,135,000 | 1,428,005 |
Shares On Convertible Promissory Notes [Member] | ||
Anti-dilutive securities | 722,443 | |
Shares On Unvested Restricted Stock [Member] | ||
Anti-dilutive securities | 802,083 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Advertising costs | 71,725 | 167,020 |
Cash FDIC insured amount | 250,000 | |
Allowance for doubtful accounts receivable | 7,500 | 0 |
Inventory adjustments | 0 | 0 |
Depreciation expense | 446,994 | 85,114 |
Cost of sales | 89,667 | 57,029 |
Impairment of long-lived assets | 0 | 0 |
Deferred revenue current | 2,842,356 | $ 1,007,709 |
Revenue, Remaining Performance Obligation, Amount | $ 5,600,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation | performance obligations yet to be collected, which are expected to be fully satisfied within 1-2 years | |
Litigation Settlement, Expense | $ 983,500 | |
Gain loss related to litigation settlement | $ 20,450 | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | 29% | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | 15% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Customer Two [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | 98.60% | 97.30% |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | 100% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer One [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | 100% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash FDIC insured amount | $ 1,010,000 | $ 107,189 |
Nestbuilder Com Corp [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | 0 | 0 |
Advertising costs | 169 | $ 544 |
Cash FDIC insured amount | $ 250,000 | |
Nestbuilder Com Corp [Member] | Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk percentage | ||
Nestbuilder Com Corp [Member] | Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Retained earnings accumulated deficit | $ 3,532,141 | $ 1,179,028 |
Net loss | 2,353,113 | 1,179,028 |
Cash used in operations | (504,755) | (47,197) |
Nestbuilder Com Corp [Member] | ||
Working capital | 108,928 | |
Retained earnings accumulated deficit | 1,533,793 | 616,062 |
Net loss | 917,731 | 27,070 |
Cash used in operations | $ 150,473 | $ 44,682 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 579,076 | $ 451,592 |
Leasehold improvements | 141,580 | 141,580 |
Demonstration units | 1,685,506 | 1,685,506 |
Construction in progress | 689,711 | |
Total property and equipment | 3,095,873 | 2,278,678 |
Less: accumulated depreciation | (532,107) | (85,113) |
Property and equipment, net | 2,563,766 | 2,193,565 |
Nestbuilder Com Corp [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Office equipment | 82,719 | 82,719 |
Less: accumulated depreciation | (82,719) | (82,719) |
Property and equipment, net | ||
Nestbuilder Com Corp [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (in years) | 3 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - Property, Plant and Equipment [Member] - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 446,994 | $ 85,114 |
Nestbuilder Com Corp [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation, Depletion and Amortization, Nonproduction |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Nestbuilder Com Corp [Member] - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Trade payables and accruals | $ 111,499 | $ 102,000 |
Total accounts payable and accrued expenses | $ 111,499 | $ 102,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Accounts payable | $ 627,976 | $ 468,487 |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||
Concentration Risk, Percentage | 29% | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||
Concentration Risk, Percentage | 15% | |
Nestbuilder Com Corp [Member] | ||
Accounts payable | ||
Nestbuilder Com Corp [Member] | Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||
Concentration Risk, Percentage |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Feb. 04, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Sep. 22, 2022 | Jul. 13, 2022 | May 26, 2022 | May 05, 2022 | |
Stock based compensation | $ 983,500 | ||||||
Nestbuilder Com Corp [Member] | |||||||
Number of common stock warrants issued | 10,135,000 | 82,500 | 335,505 | ||||
Stock based compensation | $ 601,665 | ||||||
Nestbuilder Com Corp [Member] | Restricted Stock [Member] | |||||||
Unvested stock based compensation | $ 77,000 | ||||||
Nestbuilder Com Corp [Member] | 2019 Warrant Agreements [Member] | |||||||
Warrants exercise price | $ 0.062 | $ 0.20 | |||||
Nestbuilder Com Corp [Member] | 2022 Warrant Agreements [Member] | |||||||
Warrants exercise price | $ 0.045 | 0.0925 | |||||
Nestbuilder Com Corp [Member] | 2019 and 2022 Warrant Agreements [Member] | |||||||
Warrants exercise price | $ 0.062 | ||||||
Nestbuilder Com Corp [Member] | Amended Agreement [Member] | |||||||
Warrants outstanding | 5,875,000 | ||||||
Nestbuilder Com Corp [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||
Stock based compensation | $ 55,000 | ||||||
Officer and Director [Member] | Nestbuilder Com Corp [Member] | |||||||
Restricted common stock issued | 825,000 | ||||||
Share price | $ 0.0925 | ||||||
Warrant [Member] | Nestbuilder Com Corp [Member] | |||||||
Each warrant converted to common stock | 1 | ||||||
Warrants exercise price | $ 0.0925 | $ 0.02 | |||||
Warrants expire date | Feb. 04, 2027 | ||||||
Warrant exercised | 130,505 | ||||||
Unvested stock based compensation | 473,667 | ||||||
Warrant [Member] | Nestbuilder Com Corp [Member] | General and Administrative Expense [Member] | |||||||
Stock based compensation | $ 338,333 | ||||||
Warrant [Member] | Officer and Director [Member] | Nestbuilder Com Corp [Member] | |||||||
Number of common stock warrants issued | 5,075,000 | ||||||
Each warrant converted to common stock | 1 | ||||||
Warrants exercise price | $ 0.0925 | ||||||
Warrants expire date | Feb. 04, 2027 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING (Details) - Warrant [Member] - Nestbuilder Com Corp [Member] | 12 Months Ended |
Nov. 30, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, beginning balance | shares | 1,428,005 |
Weighted average exercise price, warrants outstanding, beginning balance | $ / shares | $ 0.186 |
Intrinsic value, warrants outstanding, beginning balance | $ | $ 0 |
Warrants granted and issued | shares | 9,125,000 |
Weighted average exercise price, warrants granted and issued | $ / shares | $ 0.92 |
Intrinsic value, warrants granted and issued | $ | $ 0 |
Warrants exercised | shares | (418,005) |
Weighted average exercise price, warrants exercised | $ / shares | $ 0.25 |
Intrinsic value, warrants exercised | $ | $ 0 |
Warrants exchanged | shares | |
Weighted average exercise price, warrants exchanged | $ / shares | |
Intrinsic value, warrants exchanged | $ | $ 0 |
Warrants outstanding, ending balance | shares | 10,135,000 |
Weighted average exercise price, warrants outstanding, ending balance | $ / shares | $ 0.045 |
Intrinsic value, warrants outstanding, ending balance | $ | $ 0 |
Warrants, common stock issuable upon exercise of warrants | shares | 10,135,000 |
Weighted average exercise price, common stock issuable upon exercise of warrants | $ / shares | $ 0.045 |
Intrinsic value, common stock issuable upon exercise of warrants | $ | $ 0 |
SCHEDULE OF COMMON STOCK WARR_2
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE (Details) - Nestbuilder Com Corp [Member] | 12 Months Ended |
Nov. 30, 2022 $ / shares shares | |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Number | shares | 1,110,000 |
Warrants Outstanding, Weighted Average Remaining Life | 1 year 8 months 19 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.045 |
Warrants Exercisable, Number | shares | 1,110,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.0450 |
Warrant Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Number | shares | 9,025,000 |
Warrants Outstanding, Weighted Average Remaining Life | 4 years 2 months 4 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.045 |
Warrants Exercisable, Number | shares | |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.045 |
Warrant Three [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Number | shares | 10,135,000 |
Warrants Outstanding, Weighted Average Remaining Life | 3 years 10 months 28 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.045 |
Warrants Exercisable, Number | shares | 1,110,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.045 |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - Nestbuilder Com Corp [Member] | Nov. 30, 2022 |
Measurement Input, Option Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 595 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (in years) | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 3.01 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||
May 11, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 07, 2022 USD ($) $ / shares shares | Feb. 04, 2022 $ / shares shares | May 13, 2021 shares | Mar. 31, 2022 USD ($) | May 31, 2021 shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Sep. 22, 2022 USD ($) shares | Jul. 13, 2022 $ / shares | May 26, 2022 $ / shares | May 05, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | May 12, 2021 shares | |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares issued | 500,000 | 500,000 | |||||||||||||||
Common stock, shares outstanding | 500,000 | 500,000 | 500,000 | ||||||||||||||
Preferred stock, shares issued | 19,148 | 10,355 | |||||||||||||||
Preferred stock, shares outstanding | 19,148 | 10,355 | |||||||||||||||
Stock based compensation | $ | $ 983,500 | ||||||||||||||||
Preferred stock, value | $ | |||||||||||||||||
Stockholders' Equity Note, Stock Split | 250-for-1 forward stock split | ||||||||||||||||
Robert Mount and Lynn Barney [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 2,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, value | $ | $ 500 | ||||||||||||||||
Preferred stock, shares issued | 500,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||||||||
Preferred stock, shares outstanding | 19,148 | 10,355 | |||||||||||||||
Preferred stock, voting rights | Each Series A Preferred share is entitled to one vote on matters that only the Holders are entitled to vote upon | ||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | ||||||||||||||||
Preferred stock, conversion percenatge | 80 | ||||||||||||||||
Series A Preferred Stock [Member] | Equipment [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 1,312 | ||||||||||||||||
Series A Preferred Stock [Member] | Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, value | $ | $ 1,214,995 | $ 2,260,671 | |||||||||||||||
Preferred stock, shares issued | 4,860 | 9,043 | |||||||||||||||
Series A Preferred Stock [Member] | Founder [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 3,933 | ||||||||||||||||
Nestbuilder Com Corp [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Capital units, authorized | 275,000,000 | ||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares issued | 6,090,580 | 1,673,237 | |||||||||||||||
Common stock, shares outstanding | 6,090,580 | 1,673,237 | |||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||
Share price per share | $ / shares | $ 0.07 | $ 0.035 | |||||||||||||||
Stock based compensation | $ | $ 601,665 | ||||||||||||||||
Preferred stock, value | $ | $ 2,050 | $ 141,752 | 67,000 | ||||||||||||||
Preferred stock, shares issued | 29,066 | 628,238 | |||||||||||||||
Loss on extinguishment of debt | $ | 72,198 | ||||||||||||||||
Interest expense | $ | 7,258 | 3,470 | |||||||||||||||
Warrants amended with debt settlement | $ | $ 16,486 | ||||||||||||||||
Warrant to purchase common stock | 10,135,000 | 82,500 | 335,505 | ||||||||||||||
Warrants | $ | $ 3,712 | $ 6,710 | |||||||||||||||
Nestbuilder Com Corp [Member] | 2019 Warrant Agreements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 0.062 | $ 0.20 | |||||||||||||||
Nestbuilder Com Corp [Member] | 2019 Warrant Agreements [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | 0.20 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2022 Warrant Agreements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | 0.045 | 0.0925 | |||||||||||||||
Nestbuilder Com Corp [Member] | 2022 Warrant Agreements [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | 0.0925 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2019 and 2022 Warrant Agreements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 0.062 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2019 and 2022 Warrant Agreements [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | 0.062 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2019 and 2022 Warrant Agreements [Member] | Minimum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 0.045 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Noteholder [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price per share | $ / shares | $ 0.07 | ||||||||||||||||
Preferred stock, value | $ | $ 47,567 | ||||||||||||||||
Preferred stock, shares issued | 679,534 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Restricted Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Unvested stock based compensation | $ | $ 77,000 | ||||||||||||||||
Number of restricted stock vested | 572,917 | ||||||||||||||||
Number of restricted stock unvested | 802,083 | ||||||||||||||||
Nestbuilder Com Corp [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ | $ 55,000 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Restricted stock | 1,375,000 | ||||||||||||||||
Share price per share | $ / shares | $ 0.08 | $ 0.0925 | |||||||||||||||
Unvested stock based compensation | $ | 128,333 | ||||||||||||||||
Preferred stock, value | $ | $ 67,000 | $ 129 | |||||||||||||||
Preferred stock, shares issued | 1,287,500 | 1,287,500 | |||||||||||||||
Nestbuilder Com Corp [Member] | Common Stock [Member] | Three Noteholders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price per share | $ / shares | $ 0.177 | ||||||||||||||||
Conversion price | $ / shares | $ 0.035 | ||||||||||||||||
Loss on extinguishment of debt | $ | $ 55,712 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Common Stock [Member] | Noteholder [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price per share | $ / shares | $ 0.07 | ||||||||||||||||
Preferred stock, value | $ | $ 69,554 | ||||||||||||||||
Preferred stock, shares issued | 679,534 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Common Stock [Member] | General and Administrative Expense [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ | $ 91,966 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Stock Subscription Receivable [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, value | $ | $ 36,000 | $ 36,000 | (36,000) | ||||||||||||||
Nestbuilder Com Corp [Member] | Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Unvested stock based compensation | $ | 473,667 | ||||||||||||||||
Warrants issued | 9,025,000 | ||||||||||||||||
Exercise price | $ / shares | $ 0.0925 | $ 0.02 | |||||||||||||||
Warrants expire date | Feb. 04, 2027 | ||||||||||||||||
Each warrant converted to common stock | 1 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued | 100,000 | 18,005 | 80,000 | ||||||||||||||
Convertible debt | $ | $ 20,000 | $ 3,601 | $ 16,000 | ||||||||||||||
Exercise price | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||
Warrants expire date | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||||||
Interest expense | $ | 6,275 | ||||||||||||||||
Warrants outstanding | 217,500 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 0.10 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 0.02 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Warrant [Member] | General and Administrative Expense [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ | 338,333 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2022 Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Unvested stock based compensation | $ | 842,333 | ||||||||||||||||
Nestbuilder Com Corp [Member] | 2022 Warrant [Member] | General and Administrative Expense [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ | $ 601,665 | ||||||||||||||||
Nestbuilder Com Corp [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, conversion basis | 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. | ||||||||||||||||
Preferred stock, shares issued | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | ||||
Apr. 20, 2020 USD ($) | Aug. 17, 2018 USD ($) | Nov. 30, 2022 USD ($) ft² | Nov. 30, 2021 USD ($) ft² | Nov. 30, 2017 USD ($) | |
Loss Contingencies [Line Items] | |||||
Weighted average discount rate | 5.90% | 3.28% | |||
Weighted average remaining lease term | 68 months 25 days | 78 months 10 days | |||
Operating lease extension term | Both leases contain options for extending the leases at the end of the initially stated lease periods. The Lindon lease can be renewed for one-year terms at a three percent increase in monthly rent. When we signed this lease, we expected to renew the lease for one complete year, and thus treated the lease as a two-year lease. | ||||
Office Space [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease, monthly payments | $ 7,557 | $ 5,000 | |||
Area of land | ft² | 15,503 | 2,790 | |||
Weighted average discount rate | 7.52% | 3.28% | |||
Weighted average remaining lease term | 71 months | 17 months | |||
Operating lease term | 24 months | ||||
Manufacturing Space [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease, monthly payments | $ 41,643.05 | $ 40,826.52 | |||
Area of land | ft² | 80,052 | 80,052 | |||
Weighted average discount rate | 3.28% | 3.28% | |||
Weighted average remaining lease term | 68 months | 80 months | |||
Operating lease term | 86 months | ||||
New Lindon Lease [Member] | |||||
Loss Contingencies [Line Items] | |||||
Weighted average remaining lease term | 72 months | ||||
Employment Agreement [Member] | Mr. Aliksanyan [Member] | Nestbuilder Com Corp [Member] | |||||
Loss Contingencies [Line Items] | |||||
Annual base salary | $ 120,000 | $ 36,000 | |||
Payment to employment agreement termination | $ 1,500 | ||||
Employment Agreement [Member] | Mr. Grbelja [Member] | Nestbuilder Com Corp [Member] | |||||
Loss Contingencies [Line Items] | |||||
Annual base salary | $ 70,000 | $ 24,000 | |||
Employment Agreement [Member] | Mr. Grbelja [Member] | Nestbuilder Com Corp [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Percentage for annual base salary | 50% | ||||
Sublease Agreement [Member] | Manufacturing Space [Member] | |||||
Loss Contingencies [Line Items] | |||||
Area of land | ft² | 30,000 | ||||
Sublease Income | $ 207,538 | ||||
[custom:LeaseDeposits] | $ 34,000 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||||
May 11, 2022 | Feb. 07, 2022 | Jan. 27, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Sep. 22, 2022 | May 05, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | Jun. 20, 2021 | |
Short-Term Debt [Line Items] | ||||||||||
Stock issued during period value new issues | ||||||||||
Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Warrant to purchase common stock | 10,135,000 | 82,500 | 335,505 | |||||||
Stock issued during period shares new issues | 29,066 | 628,238 | ||||||||
Shares issued, price per share | $ 0.07 | $ 0.035 | ||||||||
Stock issued during period value new issues | $ 2,050 | $ 141,752 | $ 67,000 | |||||||
Noteholder [Member] | Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Stock issued during period shares new issues | 679,534 | |||||||||
Shares issued, price per share | $ 0.07 | |||||||||
Stock issued during period value new issues | $ 47,567 | |||||||||
Three Noteholders [Member] | Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Stock issued during period shares new issues | 628,238 | |||||||||
Shares issued, price per share | $ 0.035 | |||||||||
Stock issued during period value new issues | $ 21,988 | |||||||||
Senior Convertible Promissory Note [Member] | Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Promissory note | $ 47,160 | $ 20,000 | $ 3,601 | $ 16,000 | ||||||
Debt instrument interest rate | 10% | |||||||||
Debt instrument maturity date | Jul. 31, 2022 | |||||||||
Common stock conversion price per shares | $ 0.07 | |||||||||
Senior Convertible Promissory Note [Member] | Nestbuilder Com Corp [Member] | Investors [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Beneficially ownership percentage | 9.99% | |||||||||
Securities Purchase Agreement [Member] | Seven Investor [Member] | Maximum [Member] | Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Warrant to purchase common stock | 50,000 | |||||||||
Warrants exercise price | $ 0.10 | |||||||||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Seven Investor [Member] | Maximum [Member] | Nestbuilder Com Corp [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Promissory note | $ 10,000 |
PAYCHECK PROTECTION PROGRAM_S_2
PAYCHECK PROTECTION PROGRAM/SBA LOAN (Details Narrative) - Nestbuilder Com Corp [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 24, 2021 | May 06, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||
Gain on forgiveness of PPP and SBA loans | $ 15,077 | $ 13,080 | ||||
PPP Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from PPP loan | $ 13,080 | $ 15,077 | ||||
Gain on forgiveness of PPP and SBA loans | $ 13,080 | $ 15,077 |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE RATE (Details) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Statutory federal rate | (21.00%) | (21.00%) |
Change in valuation allowance | 21% | 21% |
Effective tax rate | 0% | 0% |
Federal statutory tax rate | 21% | 21% |
State taxes | 0% | 0% |
Nondeductible items | 0% | 0% |
Change in valuation allowance | (21.00%) | (21.00%) |
Return to provision adjustments | 0% | 0% |
Nestbuilder Com Corp [Member] | ||
Statutory federal rate | (21.00%) | (21.00%) |
Permanent differences, PPP forgiveness | 0% | 0% |
Change in valuation allowance | 21% | 21% |
Effective tax rate | 0% | 0% |
Federal statutory tax rate | 21% | 21% |
Change in valuation allowance | (21.00%) | (21.00%) |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Tax benefit of net operating loss carry forward | $ 1,259,148 | $ 396,202 |
Provision for income tax | 100 | 1,254 |
Valuation allowance | (868,535) | (292,160) |
Total deferred tax assets | 420,203 | 122,156 |
Deferred tax assets | 1,288,738 | 414,316 |
Deferred tax liabilities | (420,203) | (122,156) |
Total net deferred assets/liabilities | ||
Nestbuilder Com Corp [Member] | ||
Tax benefit of net operating loss carry forward | 35,157 | 2,934 |
Change in valuation allowance | (35,157) | (2,934) |
Provision for income tax | ||
Net deferred tax assets- net operating losses | 111,854 | 76,697 |
Valuation allowance | (111,854) | (76,697) |
Total deferred tax assets |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Operating loss carryforwards | $ 5,097,041 | |
Current income tax provision | 100 | $ 1,254 |
Deferred income tax provision | 0 | 0 |
Deferred tax assets valuation allowance | $ 868,535 | 292,160 |
Deferred tax assets valuation allowance percentage | 100% | |
Other Information Pertaining to Income Taxes | Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years) | |
Nestbuilder Com Corp [Member] | ||
Operating Loss Carryforwards, Valuation Allowance | $ 35,000 | 3,000 |
Operating loss carryforwards | 532,637 | |
Deferred tax assets valuation allowance | $ 111,854 | $ 76,697 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | 1 Months Ended | ||||||||||
Dec. 01, 2022 | Dec. 01, 2022 | May 11, 2022 | Feb. 07, 2022 | May 13, 2021 | May 31, 2021 | Nov. 30, 2022 | Sep. 22, 2022 | May 05, 2022 | Nov. 30, 2021 | May 12, 2021 | |
Subsequent Event [Line Items] | |||||||||||
Common stock, shares outstanding | 500,000 | 500,000 | 500,000 | ||||||||
Common stock, shares, issued | 500,000 | 500,000 | |||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Shares Issued | 19,148 | 10,355 | |||||||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 | |||||||
Stock split ratio | 250-for-1 forward stock split | ||||||||||
Robert Mount and Lynn Barney [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of common stock to founders, shares | 2,000 | ||||||||||
Subsequent Event [Member] | NB Merger Corp [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ownership percentage | 97% | 97% | |||||||||
Nestbuilder Com Corp [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares outstanding | 6,090,580 | 1,673,237 | |||||||||
Common stock, shares, issued | 6,090,580 | 1,673,237 | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 10,135,000 | 82,500 | 335,505 | ||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||
Issuance of common stock to founders, shares | 29,066 | 628,238 | |||||||||
Nestbuilder Com Corp [Member] | Subsequent Event [Member] | NB Merger Corp [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ownership percentage | 93% | 93% | |||||||||
Nestbuilder Com Corp [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 0 | ||||||||||
Nestbuilder Com Corp [Member] | Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred stock, shares authorized | 2,155,684 | 2,155,684 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Conversion of stock, shares converted | 100 | ||||||||||
Nestbuilder [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares outstanding | 6,090,580 | ||||||||||
Class of warrant or right, number of securities called by warrants or rights | 10,135,000 | ||||||||||
Nestbuilder [Member] | Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Conversion of stock, shares converted | 100 | ||||||||||
Preferred Stock, Shares Issued | 2,155,684 | 2,155,684 |
SCHEDULE OF RESTATEMENT (Detail
SCHEDULE OF RESTATEMENT (Details) - USD ($) | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sales | $ 2,430,194 | $ 370,341 | |
Cost of sales | 2,557,814 | 339,629 | |
Gross profit (loss) | (127,620) | 30,712 | |
Operating expenses | |||
Sales, general, and administrative | 989,916 | 1,387,939 | |
Depreciation | 357,327 | 28,085 | |
Total operating expenses | 1,347,243 | 1,416,024 | |
Loss from operations | (1,474,863) | (1,385,312) | |
Other income (expense): | |||
Rental income | 84,900 | 207,538 | |
Settlement expense | (983,500) | ||
Gain on settlement | 20,450 | ||
Total other income (expense) | (878,150) | 207,538 | |
Income (loss) before income taxes | (2,353,013) | (1,177,774) | |
Income tax expense | 100 | 1,254 | |
Net (loss) | (2,353,113) | (1,179,028) | |
Current assets | |||
Cash | 1,260,199 | 357,189 | |
Accounts receivable, net of allowance of $7,500 and $0 | 74,167 | 15,000 | |
Accounts receivable, net of allowance, current | 7,500 | 0 | |
Inventories | 347,207 | 418,451 | |
Prepaid expenses | 584,132 | 18,943 | |
Contract asset | 43,528 | ||
Total current assets | 2,309,233 | 809,583 | |
Property and equipment, net | 2,563,766 | 2,193,565 | |
Deposits | 35,000 | 35,000 | |
Right of use asset | 4,239,676 | 3,123,565 | |
Total assets | 9,147,675 | 6,161,713 | |
Current liabilities | |||
Accounts payable | 627,976 | 468,487 | |
Accrued payroll liabilities | 70,973 | 45,361 | |
Other current liabilities | 34,000 | ||
Contract liabilities - customer deposits | 2,842,356 | 1,007,709 | |
Lease liability - current portion | 475,195 | 455,661 | |
Total current liabilities | 4,016,500 | 2,011,218 | |
Noncurrent liabilities | |||
Lease liability, net of current portion | 3,876,145 | 2,740,852 | |
Total liabilities | 7,892,645 | 4,752,070 | |
Stockholders’ equity | |||
Common stock, par value $.001, 1,000,000 shares authorized, 500,000 shares issued and outstanding | 500 | 500 | |
Preferred A stock, par value $.001, 100,000 shares authorized, 19,148 and 10,355 issued and outstanding | 19 | 10 | |
Additional paid-in capital | 4,786,652 | 2,588,161 | |
Accumulated deficit | (3,532,141) | (1,179,028) | |
Total stockholders’ equity | 1,255,030 | 1,409,643 | |
Total liabilities and stockholders’ equity | 9,147,675 | $ 6,161,713 | |
Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sales | 3,468,587 | ||
Cost of sales | 2,578,368 | ||
Gross profit (loss) | 890,219 | ||
Operating expenses | |||
Sales, general, and administrative | 598,029 | ||
Depreciation | 358,878 | ||
Total operating expenses | 956,907 | ||
Loss from operations | (66,688) | ||
Other income (expense): | |||
Rental income | 84,900 | ||
Settlement expense | (983,500) | ||
Gain on settlement | 20,450 | ||
Total other income (expense) | (878,150) | ||
Income (loss) before income taxes | (944,838) | ||
Income tax expense | 100 | ||
Net (loss) | (944,938) | ||
Current assets | |||
Cash | 1,260,199 | ||
Accounts receivable, net of allowance of $7,500 and $0 | 74,167 | ||
Inventories | 510,318 | ||
Prepaid expenses | 584,132 | ||
Contract asset | 222,395 | ||
Total current assets | 2,651,211 | ||
Property and equipment, net | 2,563,766 | ||
Deposits | 35,000 | ||
Right of use asset | 4,239,676 | ||
Total assets | 9,489,653 | ||
Current liabilities | |||
Accounts payable | 627,976 | ||
Accrued payroll liabilities | 70,973 | ||
Other current liabilities | |||
Contract liabilities - customer deposits | 1,776,159 | ||
Lease liability - current portion | 475,195 | ||
Total current liabilities | 2,950,303 | ||
Noncurrent liabilities | |||
Lease liability, net of current portion | 3,876,145 | ||
Total liabilities | 6,826,448 | ||
Stockholders’ equity | |||
Common stock, par value $.001, 1,000,000 shares authorized, 500,000 shares issued and outstanding | 500 | ||
Preferred A stock, par value $.001, 100,000 shares authorized, 19,148 and 10,355 issued and outstanding | 19 | ||
Additional paid-in capital | 4,786,652 | ||
Accumulated deficit | (2,123,966) | ||
Total stockholders’ equity | 2,663,205 | ||
Total liabilities and stockholders’ equity | 9,489,653 | ||
Revision of Prior Period, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sales | (1,038,393) | ||
Cost of sales | (20,554) | ||
Gross profit (loss) | (1,017,839) | ||
Operating expenses | |||
Sales, general, and administrative | 391,887 | ||
Depreciation | (1,551) | ||
Total operating expenses | 390,336 | ||
Loss from operations | (1,408,175) | ||
Other income (expense): | |||
Rental income | |||
Settlement expense | |||
Gain on settlement | |||
Total other income (expense) | |||
Income (loss) before income taxes | (1,408,175) | ||
Income tax expense | |||
Net (loss) | (1,408,175) | ||
Current assets | |||
Cash | |||
Accounts receivable, net of allowance of $7,500 and $0 | |||
Inventories | (163,111) | ||
Prepaid expenses | |||
Contract asset | (178,867) | ||
Total current assets | (341,978) | ||
Property and equipment, net | |||
Deposits | |||
Right of use asset | |||
Total assets | (341,978) | ||
Current liabilities | |||
Accounts payable | |||
Accrued payroll liabilities | |||
Other current liabilities | |||
Contract liabilities - customer deposits | 1,066,197 | ||
Lease liability - current portion | |||
Total current liabilities | 1,066,197 | ||
Noncurrent liabilities | |||
Lease liability, net of current portion | |||
Total liabilities | 1,066,197 | ||
Stockholders’ equity | |||
Common stock, par value $.001, 1,000,000 shares authorized, 500,000 shares issued and outstanding | |||
Preferred A stock, par value $.001, 100,000 shares authorized, 19,148 and 10,355 issued and outstanding | |||
Additional paid-in capital | |||
Accumulated deficit | (1,408,175) | ||
Total stockholders’ equity | (1,408,175) | ||
Total liabilities and stockholders’ equity | $ (341,978) |
SCHEDULE OF RESTATEMENT (Deta_2
SCHEDULE OF RESTATEMENT (Details) (Parenthetical) - $ / shares | Nov. 30, 2022 | Nov. 30, 2021 | May 13, 2021 | May 12, 2021 |
Accounting Changes and Error Corrections [Abstract] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 |
Common stock, shares issued | 500,000 | 500,000 | ||
Common stock, shares outstanding | 500,000 | 500,000 | 500,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 100,000 | 100,000 | ||
Preferred stock, shares outstanding | 19,148 | 10,355 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Nov. 30, 2022 | |
Technology Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Total sales | $ 2,430,194 | $ 370,341 |
Service [Member] | ||
Total sales | 37,673 | 15,000 |
Product [Member] | ||
Total sales | $ 2,392,521 | $ 355,341 |
SUMMARY OF CHANGES IN CONTRACT
SUMMARY OF CHANGES IN CONTRACT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Beginning balance | $ 1,007,709 | |
Additions to contract liabilities | 4,264,841 | 1,613,050 |
Deductions to contract liabilities | (2,430,194) | (605,341) |
Ending balance | $ 2,842,356 | $ 1,007,709 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLES (Details) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Credit Loss [Abstract] | ||
Trade Accounts Receivable | $ 81,667 | $ 15,000 |
Less Allowance for doubtful accounts | (7,500) | 0 |
Total Accounts Receivable (net) | $ 74,167 | $ 15,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 347,207 | $ 315,462 |
Work in process | 102,989 | |
Total Inventory | $ 347,207 | $ 418,451 |
SCHEDULE OF PREPAID EXPENSES (D
SCHEDULE OF PREPAID EXPENSES (Details) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Prepaid Expenses | ||
Prepaid expenses | $ 573,494 | $ 14,024 |
Prepaid insurance | 10,638 | 4,919 |
Total prepaid expenses | $ 584,132 | $ 18,943 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Details) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 |
Deferred tax assets | ||
Net operating losses | $ 1,259,148 | $ 396,202 |
Right of use asset/liability | 27,728 | 18,114 |
Allowance and reserves | 1,862 | |
Deferred tax assets | 1,288,738 | 414,316 |
Less: valuation allowance | (868,535) | (292,160) |
Total deferred tax assets | 420,203 | 122,156 |
Deferred tax liabilities | ||
Depreciation of fixed assets | (420,203) | (122,156) |
Total deferred tax liabilities | (420,203) | (122,156) |
Total net deferred assets/liabilities |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Prepaid Expenses | ||
ROU asset, Beginning balance | $ 3,123,565 | |
ROU asset, Additions | 1,633,349 | 3,359,674 |
ROU asset, Deletion | (30,156) | |
ROU asset, Amortization | (487,082) | (236,109) |
ROU asset, Ending balance | 4,239,676 | 3,123,565 |
Lease liability, Beginning balance | 3,196,513 | |
Lease liability, Additions | 1,633,349 | 3,359,674 |
Lease liability, Deletions | (30,606) | |
Lease liability, Amortization | (447,916) | (163,161) |
Lease liability, Ending balance | $ 4,351,340 | $ 3,196,513 |
SCHEDULE OF MINIMUM LEASE PAYME
SCHEDULE OF MINIMUM LEASE PAYMENTS (Details) - USD ($) | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 |
Prepaid Expenses | |||
2023 | $ 681,173 | ||
2024 | 879,958 | ||
2025 | 900,306 | ||
2026 | 921,161 | ||
2027 | 942,536 | ||
Thereafter | 741,909 | ||
Total | 5,067,043 | ||
Less interest | (715,704) | ||
Present value of future minimum lease payments | 4,351,340 | $ 3,196,513 | |
Less current obligations | (475,195) | (455,661) | |
Long term lease obligations | $ 3,876,145 | $ 2,740,852 |