Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2023 | Jun. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 6,734,120 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Current assets | ||
Cash | $ 260,461 | $ 1,260,199 |
Accounts receivable, net of allowance of $7,500 and $7,500 | 30,878 | 74,167 |
Inventories | 561,491 | 347,207 |
Prepaid expenses | 782,278 | 584,132 |
Contract asset | 584,018 | 43,528 |
Total current assets | 2,219,126 | 2,309,233 |
Property and equipment, net | 2,519,395 | 2,563,766 |
Deposits | 35,000 | 35,000 |
Right of use asset | 4,077,799 | 4,239,676 |
Total assets | 8,851,320 | 9,147,675 |
Current liabilities | ||
Accounts payable | 933,082 | 627,976 |
Accrued payroll liabilities | 61,832 | 70,973 |
Short-term note payable | 300,000 | |
Contract liabilities - customer deposits | 2,415,172 | 2,842,356 |
Lease liability - current portion | 551,483 | 475,195 |
Total current liabilities | 4,261,569 | 4,016,500 |
Noncurrent liabilities | ||
Lease liability, net of current portion | 3,705,161 | 3,876,145 |
Total liabilities | 7,966,730 | 7,892,645 |
Stockholders’ equity | ||
Common stock, par value $.0001, 250,000,000 shares authorized; 6,165,580 shares and 6,090,580 issued and outstanding as of February 28, 2023, and November 30, 2022, respectively. | 617 | |
Preferred A stock, par value $.0001, 25,000,000 shares authorized; 2,155,684 shares issued and outstanding as of February 28, 2023, and November 30, 2022, liquidation preference of $21,557. | 216 | 216 |
Additional paid-in capital | 4,907,160 | 4,786,955 |
Treasury stock, at cost (640,000 shares) | (120,000) | |
Accumulated deficit | (3,903,403) | (3,532,141) |
Total stockholders’ equity | 884,590 | 1,255,030 |
Total liabilities and stockholders’ equity | $ 8,851,320 | $ 9,147,675 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable net allowance | $ 7,500 | $ 7,500 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 6,165,580 | 6,090,580 |
Common stock, shares outstanding | 6,165,580 | 6,090,580 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 2,155,684 | 2,155,684 |
Preferred stock, shares outstanding | 2,155,684 | 2,155,684 |
Liquidation preference | $ 21,557 | $ 21,557 |
Treasury stock shares | 640,000 | 640,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 1,098,598 | $ 1,333,245 |
Cost of sales | 593,266 | 684,319 |
Gross profit | 505,332 | 648,926 |
Operating expenses | ||
Sales, general, and administrative | 787,264 | 171,283 |
Depreciation | 89,330 | 89,332 |
Total operating expenses | 876,594 | 260,615 |
Income (loss) from operations | (371,262) | 388,311 |
Other income: | ||
Rental income | 84,900 | |
Total other income | 84,900 | |
Net income (loss) | $ (371,262) | $ 473,211 |
Net income (loss) per share: | ||
Basic | $ (0.06) | |
Diluted | $ (0.06) | $ 0.002 |
Shares used in computing earnings per share: | ||
Basic | 6,135,302 | |
Diluted | 6,135,302 | 215,568,400 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance at November 30, 2022 (Restated) at Nov. 30, 2021 | $ 216 | $ 2,588,455 | $ (1,179,028) | $ 1,409,643 | ||
Balance, shares at Nov. 30, 2021 | 2,155,684 | |||||
Net loss | 473,211 | 473,211 | ||||
Balance at Feb. 28, 2022 | $ 216 | 2,588,455 | (705,817) | 1,822,854 | ||
Balance, shares at Feb. 28, 2022 | 2,155,684 | |||||
Balance at November 30, 2022 (Restated) at Nov. 30, 2022 | $ 216 | 4,786,955 | (3,532,141) | 1,255,030 | ||
Balance, shares at Nov. 30, 2022 | 2,155,684 | |||||
Net loss | (371,262) | (371,262) | ||||
Recapitalization | $ 609 | 10,463 | (120,000) | (108,928) | ||
Recapitalization, shares | 6,090,580 | |||||
Issuance of common stock for services | $ 8 | 109,742 | $ 109,750 | |||
Issuance of common stock for services, shares | 75,000 | 75,000 | ||||
Balance at Feb. 28, 2023 | $ 216 | $ 617 | $ 4,907,160 | $ (120,000) | $ (3,903,403) | $ 884,590 |
Balance, shares at Feb. 28, 2023 | 2,155,684 | 6,165,580 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (371,262) | $ 473,211 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation and amortization | 114,377 | 111,192 |
Lease amortization | 161,876 | 116,930 |
Bad debt | 7,500 | |
Stock based settlement expense | 109,750 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 43,289 | 6,833 |
Inventories | (214,284) | 218,078 |
Prepaid expenses and other current assets | (198,146) | 3,444 |
Contract asset | (540,490) | |
Accounts payable | 193,607 | (299,093) |
Accrued payroll liabilities | (9,141) | (30,207) |
Right of use asset and lease liability, net | (94,695) | (111,442) |
Contract liabilities | (427,184) | (624,173) |
Net cash used in operating activities | (1,232,303) | (127,727) |
Cash flows from investing activities | ||
Cash acquired in reverse merger | 2,571 | |
Purchase of property and equipment | (70,006) | (20,597) |
Net cash used in investing activities | (67,435) | (20,597) |
Cash flows from financing activities | ||
Proceeds from issuance of short-term note payable | 300,000 | |
Proceeds from issuance of preferred stock | 150,000 | |
Net cash provided by financing activities | 300,000 | 150,000 |
Net change in cash | (999,738) | 1,676 |
Cash at beginning of period | 1,260,199 | 357,189 |
Cash at end of period | 260,461 | 358,865 |
Non-cash activities: | ||
Net liabilities acquired for stock | (111,499) | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The condensed consolidated financial statements include the accounts of Renewable Innovations, Inc. (a Nevada Corporation) formerly named Nestbuilder.com Corp. and its wholly owned subsidiary, Renewable Innovations Corp. (a Delaware corporation) formerly known as Renewable Innovations Inc. The Consolidated entity is hereafter referred to as “we,” “us,” “Renewable Innovations,” or the “Company”. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Amounts related to inventory, contract assets, contract liabilities, and expenses in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Renewable Innovations Inc. Delaware corporation annual financial statements and accompanying notes included in its Nestbuilder.com Corp second Amended Form 8-K/A file on June 9, 2023. The unaudited condensed consolidated statement of operations for the period ended February 28, 2023 and the unaudited consolidated balance sheet as of February 28, 2023 include the operations, assets, and liabilities of Nestbuilder.com Corp. and NB Merger Corp. The effects of the merger with Nestbuilder.com are included herein. Any intercompany transactions have been eliminated in consolidation. We describe our significant accounting policies in Note 2 of the notes to financial statements in our second Amended 8-K/A for the year ended November 30, 2022. During the three-month period ended February 28, 2023, there were no significant changes to those accounting policies. On December 1, 2022, Renewable Innovations, Inc. (a Delaware corporation) was acquired by Nestbuilder.com Corp, in a transaction accounted for as a recapitalization of Renewable Innovations Inc. (a Delaware corporation). The effects of the recapitalization were retrospectively applied to all periods presented in the accompanying unaudited consolidated financial statements. We discuss the acquisition in further detail in Note 8. Certain amounts presented on the comparative 2022 financial statements reflect restated numbers from the 10-K/A and 8-K/A filed on June 9, 2023. On February 28, 2023 all operations of Nestbuilder.com Corp were discontinued. Management does not believe this will have a material impact on the financial operations of the Company moving forward. 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. 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. 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. Recent Accounting Pronouncements In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The Company adopted the new standards on December 1, 2022. The adoption of this standard may allow the Company, in the future and in certain circumstances, to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective December 1, 2023 for the Company. The Company is evaluating the impact on the adoption of this standard. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended February 28, 2023 and 2022 were 6,135,302 0 SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES February 28, 2023 Series A preferred stock 215,568,400 Warrants to purchase common stock 10,135,000 Total shares excluded from diluted net loss per share 225,703,400 The diluted earnings per share for the quarter ended February 28, 2022 included 2,155,684 215,568,400 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that we will continue as a going concern. As of February 28, 2023, the Company had an accumulated deficit of $ 3,903,403 371,262 Management’s plan of operations 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 ● Continuing positive cash flows from operating activities; ● Potential issuances of additional common stock to existing shareholders and through PIPE financing. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Feb. 28, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 3 – CONCENTRATIONS For the three-months ended February 28, 2023 and 2022, two customers accounted for 97 100 Accounts receivable at February 28, 2023 and November 30, 2022 are made up of trade receivables due from customers in the ordinary course of business. Three customers account for 98 100 For the three months ended February 28, 2023 three vendors made up 80 74 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Feb. 28, 2023 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLES February 28, 2023 November 30, 2022 Trade Accounts Receivable $ 38,378 $ 81,667 Less Allowance for doubtful accounts (7,500 ) (7,500 ) Total Accounts Receivable (net) $ 30,878 $ 74,167 The accounts receivable balance is made up of trade receivables due from customers in the ordinary course of business. |
INVENTORY
INVENTORY | 3 Months Ended |
Feb. 28, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY As of February 28, 2023 and November 30, 2022 inventory consisted of $ 561,491 347,207 |
SHORT-TERM NOTE PAYABLE
SHORT-TERM NOTE PAYABLE | 3 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE PAYABLE | NOTE 6 – SHORT-TERM NOTE PAYABLE During the quarter ended February 28, 2023 the Company engaged in negotiations with an outside investor to acquire debt. While the negotiations were taking place, before a contract was settled, the investor lent the Company $ 300,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY On December 1, 2022, the Company amended the Series A Preferred Stock to be designated “Series A Convertible Preferred Stock.” These Series A Convertible Preferred Stock shares have preferential dividend rights in noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock. Holders of these Series A Preferred Stock are to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of such dividend. Series A Convertible Preferred Stock shares are also amended to have liquidation rights where holders of each share shall be entitled to participate with the holders of shares of common stock then outstanding, pro rata according to the number and preferences of the shares of common stock and Series A Convertible Preferred Stock as converted to common stock shares. Series A Convertible Preferred Stock shares are also amended to have an optional right of conversion into one hundred shares of common stock, and automatic conversion rights. Automatic conversion rights shall be exercised into one hundred shares of common stock at the earliest of (i) a reorganization or any other consolidation or merger of the Company with or into any other person, (ii) any sale, conveyance, transfer or other disposition of all or substantially all of the property, assets or business of the Company (iii) the effectuation of a transaction or series of related transactions in which more than fifty percent of the voting power of the Company is disposed of, (iv) a Form S-1 registration statement filed by the Company with the U.S. Securities and Exchange Commission or other securities regulator for the contemplated sale of securities of the Company has been declared effected, or (v) the Company’s shares have been listed for trading on a Trading Market (other than the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc.). If the Company takes any action to increase or decrease the number of outstanding shares of common stock, then the number of shares of common stock issuable upon the conversion of the Series A Convertible Preferred Stock shall be proportionately increased or decreased as the case may be, so that, upon conversion into Common Stock, the percentage interest of any holder of shares of Series A Convertible Preferred Stock shall not be modified from what his, or her or its then current percentage interest in the Company would have been if the Series A Convertible Preferred Stock had been converted into Common Stock immediately prior to any such capital change, effective in either case at the close of business on the date that the capital change becomes effective. Series A Preferred Convertible Preferred Stock were also amended to have the number of votes to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of voting. As part of the recapitalization, the Company is deemed to have issued 6,090,580 During the quarter ended February 28, 2023, the Company issued 75,000 25,000 109,750 |
REVERSE ACQUISITION
REVERSE ACQUISITION | 3 Months Ended |
Feb. 28, 2023 | |
Reverse Acquisition | |
REVERSE ACQUISITION | NOTE 8 – REVERSE ACQUISITION 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 10,135,000 2,155,684 0.0001 97 voting interest immediately following the The unaudited condensed statements of operations for the three months ended February 28, 2022 do not include the revenue and earnings from Nestbuilder.com Corp. If it had, the revenue would have increased by $ 11,456 162,928 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Feb. 28, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On March 6, 2023, the Company issued a note payable to investors for cash, of which the principal amount totaled $ 630,000 300,000 12 10 On April 30, 2023, we entered into a Line of Credit Promissory Note with Robert L. Mount, our Chief Executive Officer, President, and a member of our Board of Directors. Pursuant to the Note, upon mutual agreement between the parties, Mount may advance funds to us. The Note bears interest at the rate of ten percent ( 10 Also subsequent to year end, 600,000 568,540 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation The condensed consolidated financial statements include the accounts of Renewable Innovations, Inc. (a Nevada Corporation) formerly named Nestbuilder.com Corp. and its wholly owned subsidiary, Renewable Innovations Corp. (a Delaware corporation) formerly known as Renewable Innovations Inc. The Consolidated entity is hereafter referred to as “we,” “us,” “Renewable Innovations,” or the “Company”. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Amounts related to inventory, contract assets, contract liabilities, and expenses in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Renewable Innovations Inc. Delaware corporation annual financial statements and accompanying notes included in its Nestbuilder.com Corp second Amended Form 8-K/A file on June 9, 2023. The unaudited condensed consolidated statement of operations for the period ended February 28, 2023 and the unaudited consolidated balance sheet as of February 28, 2023 include the operations, assets, and liabilities of Nestbuilder.com Corp. and NB Merger Corp. The effects of the merger with Nestbuilder.com are included herein. Any intercompany transactions have been eliminated in consolidation. We describe our significant accounting policies in Note 2 of the notes to financial statements in our second Amended 8-K/A for the year ended November 30, 2022. During the three-month period ended February 28, 2023, there were no significant changes to those accounting policies. On December 1, 2022, Renewable Innovations, Inc. (a Delaware corporation) was acquired by Nestbuilder.com Corp, in a transaction accounted for as a recapitalization of Renewable Innovations Inc. (a Delaware corporation). The effects of the recapitalization were retrospectively applied to all periods presented in the accompanying unaudited consolidated financial statements. We discuss the acquisition in further detail in Note 8. Certain amounts presented on the comparative 2022 financial statements reflect restated numbers from the 10-K/A and 8-K/A filed on June 9, 2023. On February 28, 2023 all operations of Nestbuilder.com Corp were discontinued. Management does not believe this will have a material impact on the financial operations of the Company moving forward. |
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. 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. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The Company adopted the new standards on December 1, 2022. The adoption of this standard may allow the Company, in the future and in certain circumstances, to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective December 1, 2023 for the Company. The Company is evaluating the impact on the adoption of this standard. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended February 28, 2023 and 2022 were 6,135,302 0 SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES February 28, 2023 Series A preferred stock 215,568,400 Warrants to purchase common stock 10,135,000 Total shares excluded from diluted net loss per share 225,703,400 The diluted earnings per share for the quarter ended February 28, 2022 included 2,155,684 215,568,400 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES February 28, 2023 Series A preferred stock 215,568,400 Warrants to purchase common stock 10,135,000 Total shares excluded from diluted net loss per share 225,703,400 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Credit Loss [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLES | Accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLES February 28, 2023 November 30, 2022 Trade Accounts Receivable $ 38,378 $ 81,667 Less Allowance for doubtful accounts (7,500 ) (7,500 ) Total Accounts Receivable (net) $ 30,878 $ 74,167 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) | 3 Months Ended |
Feb. 28, 2023 shares | |
Accounting Policies [Abstract] | |
Series A preferred stock | 215,568,400 |
Warrants to purchase common stock | 10,135,000 |
Total shares excluded from diluted net loss per share | 225,703,400 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2022 | |
Accounting Policies [Abstract] | |||
Weighted-average number of common shares outstanding | 6,135,302 | ||
Weighted-average number of common shares outstanding | 6,165,580 | 0 | 6,090,580 |
Number of preferred shares issued | 2,155,684 | ||
Number of shares converted | 215,568,400 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital | $ 3,903,403 | $ 3,532,141 | |
Net loss | $ 371,262 | $ (473,211) | |
Deposit percentage on purchase orders | 50% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 97% | 100% |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 80% | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 74% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Vendor Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 98% |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLES (Details) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Credit Loss [Abstract] | ||
Trade Accounts Receivable | $ 38,378 | $ 81,667 |
Less Allowance for doubtful accounts | (7,500) | (7,500) |
Total Accounts Receivable (net) | $ 30,878 | $ 74,167 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory raw materials | $ 561,491 | $ 347,207 |
SHORT-TERM NOTE PAYABLE (Detail
SHORT-TERM NOTE PAYABLE (Details Narrative) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Debt Disclosure [Abstract] | ||
Notes Payable | $ 300,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | |
Equity [Abstract] | |||
Common stock, shares, outstanding | 6,165,580 | 6,090,580 | 0 |
Number of shares issued | 75,000 | ||
Shares, Issued | 25,000 | ||
Number of share value issued | $ 109,750 |
REVERSE ACQUISITION (Details Na
REVERSE ACQUISITION (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 28, 2023 | Dec. 01, 2022 | Nov. 30, 2022 | Feb. 28, 2022 | |
Common stock, shares, issued | 6,165,580 | 6,090,580 | ||
Common stock, shares, outstanding | 6,165,580 | 6,090,580 | 0 | |
Preferred Stock, Shares Issued | 2,155,684 | 2,155,684 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Increase in revenue | $ 11,456 | |||
Increase in net income (loss) | $ 162,928 | |||
NB Merger Corp [Member] | ||||
Ownership percentage | 97% | |||
Nestbuilder [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,135,000 | |||
Nestbuilder [Member] | Series A Convertible Preferred Stock [Member] | ||||
Preferred Stock, Shares Issued | 2,155,684 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 06, 2023 | Apr. 30, 2023 | Feb. 28, 2023 | Nov. 30, 2022 |
Subsequent Event [Line Items] | ||||
Notes payable | $ 300,000 | |||
Number of common stock issued | 25,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 630,000 | |||
Notes payable | $ 300,000 | |||
Debt instrument term | 12 months | |||
Debt interest percentage | 10% | 10% | ||
Class of warrant or right outstanding | 600,000 | |||
Number of common stock issued | 568,540 |