Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Nov. 30, 2014 | Apr. 24, 2015 | 31-May-14 | |
Document And Entity Information | |||
Entity Registrant Name | PERVASIP CORP | ||
Entity Central Index Key | 90721 | ||
Document Type | 10-K | ||
Document Period End Date | 30-Nov-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $784,235 | ||
Entity Common Stock, Shares Outstanding | 4,324,059,321 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Current assets: | ||
Cash and cash equivalents | $1,832 | $17,242 |
Accounts receivable,net of allowance of $2,018 in 2013 | 67,919 | |
Restricted securities | 1,040,000 | |
Prepaid expenses and other current assets | 3,337 | 26,123 |
Total current assets | 1,045,169 | 111,284 |
Other assets | 7,119 | 90,108 |
Total assets | 1,052,288 | 201,392 |
Current liabilities: | ||
Current portion of long-term debt, net of discounts of $189,270 and $1,002,902, respectively | 4,631,122 | 3,766,468 |
Accounts payable and other current liabilities | 1,966,224 | 2,427,184 |
Accounts payable and other current liabilities - related party | 410,333 | 303,454 |
Due to Pension Benefit Guaranty Corporation | 2,001,984 | 1,904,544 |
Related party debt | 804,078 | 634,756 |
Derivative liabilities | 639,339 | 362,389 |
Total current liabilities | 10,453,080 | 9,398,795 |
Long-term debt less current portion | 13,660 | |
Derivative liabilities - long term portion | 1,442,781 | |
Total liabilities | 10,453,080 | 10,855,236 |
Stockholders' equity deficiency: | ||
Preferred stock, $0.00001 par value, $0.001 par value prior to April 14, 2014; 21,000,010 shares authorized, 51 shares issued and outstanding in 2014 and 2013 | ||
Common stock, $0.00001 par value, $0.001 par value prior to April 14, 2014 ; 8,978,999,990 shares authorized, 1,194,549,997 and 799,549,997 shares issued and outstanding in 2014 and 2013 | 11,945 | 799,550 |
Capital in excess of par value | 41,750,912 | 39,851,457 |
Accumulated other comprehensive income | 601,183 | 1,183 |
Accumulated Deficit | -51,764,832 | -51,306,034 |
Total stockholders' equity deficiency | -9,400,792 | -10,653,844 |
Total liabilities and stockholders' equity deficiency | $1,052,288 | $201,392 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Allowance for bad debts | $2,018 | |
Discounts on long-term debt | $189,270 | $1,002,902 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 21,000,010 | 1,000,000 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 8,978,999,990 | 800,000,000 |
Common stock, shares issued | 1,194,549,997 | 799,549,997 |
Common stock, shares outstanding | 1,194,549,997 | 799,549,997 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Income Statement [Abstract] | ||
Revenues | $491,319 | $915,340 |
Costs and expenses: | ||
Cost of services | 287,028 | 422,795 |
Selling, general and administrative | 1,054,867 | 1,733,021 |
Total costs and expenses | 1,341,895 | 2,155,816 |
Loss from operations | -850,576 | -1,240,476 |
Other income (expense): | ||
Interest expense | -1,838,375 | -3,173,975 |
Amortization of deferred finance costs | -83,714 | -30,085 |
Other,net | 121,399 | 108,403 |
Gain on troubled debt restructuring | 2,714,461 | |
Gain on sale of subsidiary | 640,621 | |
Gain on settlement of liabilities | 213,961 | 1,493,939 |
Gain on change in value of derivative liabilities | 1,337,886 | 571,390 |
Total other income | 391,778 | 1,684,133 |
Net income (loss) | ($458,798) | $443,657 |
Basic earnings (loss) per share | $0 | $0 |
Diluted earnings (loss) per share | $0 | $0 |
Weighted average number of shares outstanding: Basic | 980,488,901 | 633,006,599 |
Weighted average number of shares outstanding: Diluted | 980,488,901 | 1,830,668,266 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Comprehensive Income (Loss) | ||
Net income (loss) | ($458,798) | $443,657 |
Other Comprehensive income (loss): | ||
Foreign currency translation adjustment | -28 | |
Increase in value of restricted securities | 600,000 | |
Comprehensive income (loss) | $141,202 | $443,629 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders Equity (Deficit) (USD $) | Common Stock | Capital in Excess of Par Value | Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balance at Nov. 30, 2012 | $303,187 | $39,047,624 | ($51,749,691) | $1,211 | ($12,397,668) |
Beginning balance, shares at Nov. 30, 2012 | 303,187,814 | ||||
Net income (loss) | 443,657 | 443,657 | |||
Foreign currency translation adjustment | -28 | -28 | |||
Employee stock based compensation | 26,583 | 26,583 | |||
Issuance of Warrants for cash | 68,000 | 68,000 | |||
Issuance of common stock for settlement of liabilities | 496,363 | 709,250 | 1,205,612 | ||
Issuance of common stock for settlement of liabilities, shares | 496,362,183 | ||||
Balance at Nov. 30, 2013 | 799,550 | 39,851,457 | -51,306,034 | 1,183 | -10,653,844 |
Balance, shares at Nov. 30, 2013 | 799,549,997 | ||||
Net income (loss) | -458,798 | -458,798 | |||
Effect in change in par value | -997,476 | 997,476 | |||
Gain on sale of business to related party | 779,644 | 779,645 | |||
Employee stock based compensation | 25,866 | 25,866 | |||
Increase in value of restricted securities | 600,000 | 600,000 | |||
Note payable settled in common shares, amount | 5,000 | 4,500 | 9,500 | ||
Note payable settled in common shares, shares | 5,000,000 | ||||
Issuance of common stock for settlement of liabilities | 204,871 | 91,969 | 296,840 | ||
Issuance of common stock for settlement of liabilities, shares | 390,000,000 | ||||
Balance at Nov. 30, 2014 | $11,945 | $41,750,912 | ($51,764,832) | $601,183 | ($9,400,792) |
Balance, shares at Nov. 30, 2014 | 1,194,549,997 |
Consoldiated_Statements_of_Cas
Consoldiated Statements of Cash Flows (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Operating activities: | ||
Net income (loss) | ($458,798) | $443,657 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 25,866 | 26,583 |
Change in provision for bad debt | -731 | 2,371 |
Amortization of debt discount | 1,199,625 | 2,266,629 |
Amortization of deferred financing costs | 83,714 | 30,085 |
Gain on sale of subsidiary | -640,621 | |
Gain on troubled debt restructuring | -2,714,461 | |
Gain on settlement of debt | -213,961 | -1,493,939 |
Change in fair value of derivative liabilities | -1,337,886 | -571,390 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 50,523 | 5,204 |
Prepaid expenses and other assets | 5,433 | -5,564 |
Due to Pension Benefit Guaranty Corporation | 97,440 | 83,080 |
Accounts payable, other current liabilities | 857,458 | 1,029,521 |
Accounts payable and current liabilities-related party | 66,931 | 93,252 |
Net cash used in operating activities: | -265,005 | -804,972 |
Cash flows from financing activities: | ||
Proceeds from borrowings | 369,500 | 817,000 |
Proceeds from borrowings- related party | 48,075 | 67,500 |
Cash payment for finance costs | -50,535 | |
Principal payments of debt | -167,980 | -82,117 |
Principal payments on related party debt | -10,000 | |
Proceeds from exercise of warrants | 68,000 | |
Net cash provided by financing activities | 249,595 | 809,848 |
Net increase (decrease) in cash | -15,410 | 4,876 |
Cash at beginning of period | 17,242 | 12,366 |
Cash at the end of period | 1,832 | 17,242 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for: Income taxes | ||
Cash paid during the period for: Interest | 79,026 | 25,572 |
Non-cash financing transactions: | ||
Fair value of derivative liabilities | 255,102 | 1,852,210 |
Debt discount due to beneficial conversion feature | 9,500 | |
Conversion of accounts payable and accrued liabilities to notes payable | $297,484 | $410,739 |
Description_of_Business_and_Su
Description of Business and Summary of Accounting Principles | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Accounting Principles | 1. Description of Business and Summary of Accounting Principles |
Description of Business | |
Pervasip Corp. (“Pervasip”, or the “Company”) is an application-based Internet company, and primarily provides low-cost telephone services, connecting people through cloud-connected devices worldwide. Most of the Company’s revenues are derived from customers in the United States that use the Company’s applications to access Internet-based telephone services. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of significant intercompany balances and transactions. | |
Use of Estimates | |
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the derivative liabilities, income tax valuation allowance, and the allowance for doubtful accounts receivable. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during 2014 and 2013. | |
Marketable securities | |
The Company classifies investments in equity securities bought and held primarily to be sold in the short term that have readily determinable fair values, as trading securities. Unrealized holding gains and losses for trading securities are included in earnings. Any unrealized holding gains and losses from available-for-sale securities are excluded from earnings and are recorded in comprehensive income until a gain or loss has been realized. | |
Collectibility of Accounts Receivable | |
Trade receivables potentially subject the Company to credit risk. As of November 30, 2014, all customers are on a prepay basis, whereas many customers at November 30, 2013 paid after receiving an invoice. Consumers that use the Company’s mobile Voice over Internet Protocol (“VoIP”) application, are required to prepay for all mobile telephone services via a credit card or an online payment service, such as Paypal. Until September 30, 2014, the Company had wholesale customers, which typically provided a security deposit and paid for their services each month, in arrears. | |
In order to record the Company’s accounts receivable at their net realizable value, the Company must assess their collectibility. A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts and other adjustments, a review of the aging of the Company’s receivables, and the current creditworthiness of the Company’s customers. Generally, when a customer account reached a certain level of delinquency, the Company disconnected the customer’s service and provided an allowance for the related amount receivable from the customer. At November 30, 2013, the Company has recorded allowances for receivables that it considered uncollectible, including amounts for the resolution of potential credit and other collection issues, such as disputed invoices and pricing discrepancies. However, depending on how such potential issues are resolved, or if the financial condition of any of the Company’s customers was to deteriorate and its ability to make required payments became impaired, increases in these allowances may be required. The Company writes off the accounts receivable balance from a customer and the related allowance established when it believes it has exhausted all reasonable collection efforts. | |
Revenue Recognition | |
Revenues from voice, data and other applications and services are recognized in the period in which subscribers use the related services. Services billed in advanced, such as line fees, bundled monthly plans or prepaid calling cards, are deferred until they are earned. Services billed in arrears, such as international usage and wholesale usage, are accrued for in the month the usage occurred. Equipment sales are recognized when the equipment is shipped. | |
Costs of Services | |
Costs of services consist primarily of direct costs that we pay to third parties in order to provide telephone services. These costs include access and interconnection charges that we pay to other telephone companies to terminate domestic and international phone calls on the public switched telephone network. These costs do not include indirect costs such as depreciation and amortization, payroll, and facilities costs. | |
Share-based Payments | |
The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. | |
The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term. | |
Income Taxes | |
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss 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 ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that any of the deferred tax assets will be realized. | |
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. | |
Convertible Instruments | |
The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.Accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. | |
The Company accounts for the conversion of the underlying derivative of a convertible debt instrument as a gain or loss. The decrease in debt that results from a debt conversion is calculated and compared to the then-current fair value of shares issued with any difference recorded as a gain or loss. | |
Earnings Per Share | |
Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. To the extent that stock options and warrants are anti-dilutive, they are excluded from the calculation of diluted earnings per share. Diluted earnings per share includes the dilutive effect of stock options and warrants. | |
Concentrations | |
As of November 30, 2013, the Company had one customer that constituted 80% of its accounts receivable. For the years ended November 30, 2014 and 2013, one customer accounted for 27% and 36% of the Company’s revenues, respectively. We also had a customer that accounted for 24% of our revenues in fiscal 2014. These two customers were part of the assets we sold on September 30, 2014. | |
The Company is dependent on the availability and functionality of the networks of one vendor that it is using for VoIP services and is vulnerable to a cessation or disruption of service if the vendor experiences technical problems or does not pay its suppliers on a timely basis. | |
Comprehensive Income (Loss) | |
Comprehensive income (loss) is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. |
Going_Concern_Matters_and_Real
Going Concern Matters and Realization of Assets | 12 Months Ended |
Nov. 30, 2014 | |
Going Concern Matters and Realization of Assets [Abstract] | |
Going Concern Matters and Realization of Assets | 2. Going Concern Matters and Realization of Assets |
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 ordinary course of business. However, the Company has sustained recurring substantial losses from its continuing operations and, as of November 30, 2014, has negative working capital of $9,407,911 and a stockholders’ deficit of $9,400,792. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. The Company believes that its existing cash resources are not sufficient to fund its continuing operating losses, capital expenditures, lease and debt payments and working capital requirements. | |
The Company may not be able to raise sufficient additional debt, equity or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations. | |
In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in its existence. Management’s plans include efforts to preserve current revenue sources, develop new revenue sources and negotiate further debt reductions with creditors. | |
There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty. Management plans to resolve the Company’s working capital deficit by increasing revenue, reducing debt and exploring new financing options. |
Restatement
Restatement | 12 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||
Restatement | 3. Restatement | |||||||||||||
During 2015, the Company determined that it should have recorded and valued two warrants for the purchase common stock as tainted derivatives that had not previously been identified as derivatives, and had miscalculated the market value of certain derivative liabilities and a gain on the settlement of liabilities. As a result, the Company has restated its previously issued consolidated financial statements for the year ended November 30, 2013 and has increased the amount of derivative liabilities payable by $132,826 at November 30, 2013 and reduced accumulated deficit and capital in excess of par value by $431,794 and $572,765, respectively. As a result, for the year ended November 30, 2013, gain on settlement of liabilities increased by $220,744, from $1,273,195 to $1,493,939 and a gain for a mark-to-market adjustment of derivative liabilities increased by $164,115, from $441,533 to $605,648. The Company also determined that other corrections were required to decrease its selling, general and administrative costs by $16,095, from $1,749,111, as originally reported, to $1,733,016; decrease interest expense by $45,703, from $3,219,678, as originally reported, to $3,173,975; and to report as a separate line item in its income statement, the amortization of deferred finance costs of $30,085, which had previously been reported as a component of selling, general and administrative costs. The restatement resulted in net income of $443,657, or $0.00 per basic and diluted share, for the year ended November 30, 2013, as compared to net income of $61,348, or $0.00 per basic share and diluted share that had previously been reported. | ||||||||||||||
The Company restated the consolidated financial statements as of and for the year ended November 30, 2013 as follows: | ||||||||||||||
Year End November 30, 2013 | ||||||||||||||
As Originally | ||||||||||||||
Reported | Adjustments | As Restated | ||||||||||||
Accounts payable and other current liabilities | 2,409,194 | 17,990 | (1) | 2,427,184 | ||||||||||
Due to Pension Benefit Guarantee Corporation | 1,914,392 | (9,848 | ) | (2) | 1,904,544 | |||||||||
Derivative liabilities – long-term | 1,309,955 | 132,826 | (3) | 1,442,781 | ||||||||||
Capital in excess of par value | 41,215,775 | (572,765 | ) | (3)(4) | 40,643,010 | |||||||||
Accumulated deficit | (51,737,831 | ) | 431,797 | (3)(4) | (51,306,034 | ) | ||||||||
Selling, general and administrative costs | 1,749,111 | (16,095 | ) | (1)(6) | 1,733,016 | |||||||||
Interest expense | (3,219,678 | ) | (45,703 | ) | (4)(5) | (3,173,975 | ) | |||||||
Amortization of deferred finance costs | — | (30,085 | ) | -6 | (30,085 | ) | ||||||||
Gain (loss) on settlement of liabilities | 1,273,195 | 220,744 | (4) | 1,493,939 | ||||||||||
Gain on value of derivative liabilities | 441,533 | (129,875 | ) | (4) | 571,390 | |||||||||
Adjustments to consolidated financial statements: | ||||||||||||||
-1 | To record additional service fees and interest. | |||||||||||||
-2 | To adjust liability for updated interest rates. | |||||||||||||
-3 | To record derivative liabilities for tainted warrants. | |||||||||||||
-4 | To adjust gain on conversion of derivative liabilities to common stock. | |||||||||||||
-5 | To adjust for miscalculation. | |||||||||||||
-6 | To reclassify amounts for amortization costs. | |||||||||||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 4. Accounts Payable and Accrued Expenses | ||||||||
2014 | 2013 | ||||||||
Trade payables | $ | 611,799 | $ | 807,737 | |||||
Amounts owed to related parties | 410,333 | 343,401 | |||||||
Payable from sale of subsidiaries | 796,499 | 796,499 | |||||||
Customer deposits | 43,476 | 132,293 | |||||||
Other, individually less than 5% of current liabilities | 514,450 | 651,072 | |||||||
$ | 2,376,557 | $ | 2,730,638 | ||||||
When the Company sold certain subsidiaries in December 2006, the Company agreed to reimburse the purchaser for certain disputed claims on the books of the subsidiaries if the sold subsidiaries were required to pay such claims. At November 30, 2014 and 2013, the Company has recorded a payable of $796,499 in conjunction with the sale of the subsidiaries. One subsidiary filed for bankruptcy on September 23, 2008, which is still ongoing. If the disputed claims are reduced or are not paid by the subsidiaries, and the Company obtains appropriate documentation that the Company’s liability has been reduced or eliminated, such reduction will be reflected on the books of the Company. |
Debt
Debt | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | 5. Debt | ||||||||
The following table summarizes components of debt as of November 30, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Debt due to Laurus | $ | 2,266,186 | $ | 2,108,498 | |||||
Convertible debt due to Factor Fund | 1,935,190 | 2,182,690 | |||||||
Convertible debt due to various lenders | 448,520 | 250,089 | |||||||
Other short-term debt due to various lenders | 170,496 | 241,730 | |||||||
Total debt | 4,820,392 | 4,783,007 | |||||||
Less: current portion of long-term debt | (4,631,122 | ) | (3,766,468 | ) | |||||
Less: discount on debt | (189,270 | ) | (1,002,879 | ) | |||||
Total long-term debt, net of discounts | $ | — | $ | 13,660 | |||||
Debt due to Laurus | |||||||||
As of November 30, 2014 and 2013, the Company owed a third party lender, LV Administrative Services, Ltd., as agent for Laurus Master Fund, Ltd. and various affiliates (“Laurus”), $2,266,186 and $2,108,498, respectively. All of such debt became due by its terms on September 28, 2010. Pursuant to two assignment agreements, in which the Company and Laurus agreed to assign the debt to a third party, the interest rate on the debt was changed to zero percent from January 31, 2012 to April 12, 2013. Beginning on April 12, 2013, the interest rate on the Laurus debt reverted to the rate charged in the original note agreements, which ranges from 5.25% to 20% per annum. The Company has not made payments of principal or interest when due, and is not in compliance with its agreements with Laurus. Laurus has not issued a default notice and had signed an agreement, on two separate occasions, to sell all of its debt at a discount to a third party, however the third parties did not fulfill all of the terms of the agreements and $2,266,186 and $2,108,498 of debt remains due to Laurus at November 30, 2014 and 2013, respectively. | |||||||||
On December 31, 2014, Laurus and the Company again entered into an agreement to assign the remaining debt to a third party for $100,000. Since that date, $30,000 of the $100,000 has been paid. That agreement was then assigned to EXO Opportunity Fund, which has agreed to pay the remaining $70,000 to Laurus. Such payment would eliminate the balances due from the Company to Laurus and release the security interest and lien filed by Laurus. | |||||||||
During the year ended November 30, 2013, the Company recorded a troubled debt restructuring gain of $2,714,461 as a result of a debt assignment agreement that included debt forgiveness in exchange for repayments to Laurus of reduced amounts from other lenders. | |||||||||
Convertible debt due to Factor Fund | |||||||||
In March 2013, 112359 Factor Fund, LLC (the “Fund”), was assigned the $6,368,078 of outstanding debt owed to Laurus, which the Fund could satisfy in full by making certain payments to Laurus. Factor Fund did not abide by the contractual terms of the assignment agreement; therefore, at November 30, 2014 and 2013, the Company is still obligated to Laurus as noted above. | |||||||||
During February 2013, the Company entered into a securities purchase agreement with the Fund pursuant to which the Company issued to the Fund (i) an amended convertible debenture in the principal amount of $1,000,000 (“Amended Note 1”) and (ii) a second amended convertible debenture in the principal balance of $1,000,000 (“Amended Note 2” and together with Amended Note 1, the “Amended Notes”). The Amended Notes were sold to the Fund by the Company in exchange for the Fund’s assumption and payment of the Laurus assignment agreement (which required the Fund to make payments totaling $350,000, of which $250,000 was paid, to Laurus), payment to the Company of $150,000, and the agreement to purchase from another lender and cancel an existing convertible debenture in the amount of approximately $35,000. | |||||||||
The Amended Notes matured on December 31, 2014, and were modified in January 2015 to mature on December 31, 2015. Interest accrues on the unpaid principal and interest on the notes at a rate per annum equal to 6% for Amended Note 1 and 2% for Amended Note 2. | |||||||||
Principal and interest payments on Amended Note 1 can be made at any time by the Company, with a 30% prepayment premium, or the Fund can elect at any time to convert any portion of Amended Note 1 into shares of common stock of the Company at 100% of the volume weighted average price of the common stock for the 45 trading days immediately prior to the conversion date. During the year ended November 30, 2013, the Fund converted $592,310 of principal into 279,958,599 shares of common stock of the Company. | |||||||||
The conversion price of Amended Note 1 is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the note was recognized as a derivative instrument at the issuance date and was measured at fair value at each reporting period. The Company determined that the fair value of the notes was $1,703,423 at the issuance dates. The value of the debt of $1,000,000 was recorded as a debt discount and is amortized to interest expense over the term of the Notes. The variance to the fair value of $703,423 was recognized as an initial loss and recorded to interest expense. | |||||||||
Amended Note 2 converts into shares of common stock of the Company in an amount equal to the lesser of the outstanding balance of Amended Note 2 divided by $0.01. Any principal or interest amount can be paid in cash. | |||||||||
During the year ended November 30, 2013, the Fund also loaned the Company amounts of $50,000, $35,000 and $12,000 (the “Bridge Notes”). In June 2013 the Fund refinanced the Bridge Notes with additional funding into another note for $665,000 (the “New Note”). The additional funding under the New Note provided cash to purchase two outstanding convertible debentures for an aggregate price of $99,360; cash for operations of $60,000 in June 2013; and $40,000 in cash each month for the months of July 2013 through December 2013. The Company incurred $68,640 in finder fees and legal fees in connection with the New Note, and a $100,000 original issuance discount. The New Note bears interest at 6% per annum and was due December 31, 2014. The Fund can elect at any time to convert any portion of the New Note into shares of common stock of the Company at 60% of the volume weighted average price of the common stock for the 20 trading days immediately prior to the conversion date. The Company received an aggregate of $300,000 in cash under the New Note in the months of June through December 2013 under the New Note. | |||||||||
The conversion price of the $665,000 of variable conversion price note is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion feature was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the conversion feature was $1,103,940 at the issuance date. Debt discount was recorded up to the $625,000 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $478,940 was expensed immediately as additional interest expense | |||||||||
In conjunction with the New Note, the Company agreed to implement a salary deferral plan to reduce the cash expenditures for personnel, to limit its cash expenditures to certain pre-approved items, and to accrue an additional fee to the Fund of $150,000, which is included in interest expense and has been added to the principal balance of Amended Note 1. The Fund agreed to limit its sales of the Company’s common stock, to not engage in any short transactions involving the Company’s common stock, and to not require the Company to increase its authorized shares of common stock for a certain time period, even though the financing documents require the Company to reserve authorized shares for issuance to the Fund, if the Fund desired to convert existing debt into shares of common stock. | |||||||||
Effective January 20, 2015, the Company signed a debt modification agreement with the Fund. The modification reduced the outstanding balance on Amended Note 1 from $280,190 to $250,000, and provided that upon the completion of the payments required to retire Amended Note 1, the outstanding balance of Amended Note 2 would be reduced to from $1,000,000 to $0. | |||||||||
Effective January 21, 2015, the Company signed a second debt modification agreement with the Fund. This modification reduced the principal balance of the New Note from $634,600 to $250,000. | |||||||||
The Amended Notes and New Note are secured by a blanket lien on substantially all of the Company’s assets pursuant to the terms of security agreements executed by the Company and its subsidiaries in favor of the Fund. In addition, the Company’s chief executive officer and chief information officer pledged their combined voting control of the Company pursuant to a stock pledge agreement executed by the two officers in favor of the Fund, to further secure the Company’s obligations under the Amended Notes. If an event of default occurs under the security agreement, the stock pledge agreement, the Amended Notes or the New Note, the secured parties have the right to accelerate payments under such promissory notes and, in addition to any other remedies available to them, to foreclose upon the assets securing such promissory notes. | |||||||||
In connection with the financings, the Company has agreed, for as long as 25% of the principal amount of the financings are outstanding, to certain restrictive covenants, including, among others, that the Company will not declare or pay any dividends, issue any preferred stock that is subject to mandatory redemption prior to the one year anniversary of the maturity date as defined in the agreement, redeem any of its preferred stock or other equity interests, dissolve, liquidate or merge with any other party unless, in the case of a merger, the Company is the surviving entity, materially alter or change the scope of the Company’s business incur any indebtedness except as defined in the agreement, or assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any other party’s obligations. To secure the payment of all obligations to the lender, the Company entered into a Master Security Agreement that assigns and grants to the lender a continuing security interest and first lien on all of the assets of the Company and its subsidiaries. | |||||||||
During the year ending November 30, 2014, the Fund converted $287,500 of principal into 253,000,000 shares of common stock of the Company and recorded a gain of $1,059,464 on the conversions. During the year ending November 30, 2013, the Fund converted $592,310 of principal into 279,958,599 shares of common stock of the Company and recorded a gain of $1,292,816 on the conversions. | |||||||||
At November 30, 2014 and 2013, the Company owed the Fund $1,935,190 and $2,182,690, respectively. | |||||||||
Convertible Debt due to various lenders | |||||||||
Convertible debt with a fixed conversion rate | |||||||||
At November 30, 2014 and November 30, 2013, the Company owed a lender $138,000 and 144,839 respectively, in connection two notes that are past due, are in default, bear a default interest rate of 18% per annum, and are convertible at prices of $0.015 and $0.02 cents per share. | |||||||||
During the year ended November 30, 2014, the Company received $63,000 in convertible debt with a minimum conversion price of $0.00005 per share. The lender can elect at any time to convert any portion of the debt into shares of common stock of the Company at a discount of 49% of the price of the common stock as defined in the agreement, subject to a minimum conversion price of $0.00005 per share. At November 30, 2014 the Company owed the lender $63,000. Effective March 3, 2015, the lender notified the company it was in default and that in accordance with the default provisions of the lending agreement, the amount of principal that the Company was required to pay back to the lender via debt conversions, was increased to $94,500. | |||||||||
At November 30, 2014 and 2013, a total of $201,000 and $144,839 of convertible debt with a fixed conversion rate was outstanding, respectively | |||||||||
During the year ended November 30, 2013, two notes totaling $31,000, previously owed to the CEO of the Company, were assigned to third parties and modified to be convertible debt with a conversion rate of $0.001 and $0.005 per common share and a 0% to 24% interest rate. The $31,000 of debt was converted into 11,000,000 shares of common stock of the Company. No conversions of debt with a fixed conversion rate occurred during fiscal 2014 | |||||||||
Convertible debt with a variable conversion rate issued for cash | |||||||||
During the year ended November 30, 2014, the Company received $152,500 in cash from lenders for convertible debt. The convertible debt bears interest at 8% is due between June and October 2015. The lender can elect at any time to convert any portion of the debt into shares of common stock of the Company, subject to a limit of 4.99% of the outstanding shares, at a price discount ranging from 30% to 42% of the price of the common stock as defined in the agreements. | |||||||||
The conversion price of the $152,500 of variable conversion price notes is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the notes was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the conversion feature was $163,714 at the issuance dates. The debt was recorded a debt discount of $152,102 and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $11,612 was expensed immediately as additional interest expense. | |||||||||
. | |||||||||
During the year ended November 30, 2013, the Company received $135,000 in cash from a lender for convertible debt. The convertible debt bears interest at 8% and was due between November 2013 and August 2014. The lender can elect at any time to convert any portion of the debt into shares of common stock of the Company at a volume weighted average price discount of 42% of the price of the common stock as defined in the agreement. | |||||||||
The conversion price of the $135,000 of variable conversion price notes is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the notes was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the note was $287,860 at the issuance dates. Debt discount was recorded up to the $135,000 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $152,860 was expensed immediately as additional interest expense. | |||||||||
At November 30, 2014 and 2013, a total of $179,770 and $37,500 of variable-rate convertible debt that had been issued for cash was outstanding, respectively. During the year ended November 30, 2014, $10,230 of this debt was converted into 137,000,000 shares of common stock of the Company. During the year ended November 30, 2013, $107,064 of debt and $3,123 of interest | |||||||||
was converted into 79,995,485 shares of common stock of the Company. | |||||||||
Convertible debt with a variable conversion rate assigned to lenders. | |||||||||
During the years ended November 30, 2014 and 2013, no other debt with a variable conversion rate was assigned to a lender. At November 30, 2014 and 2013, the Company owes one lender $67,750 as a result of an assignment in fiscal 2012. The convertible debt bears interest at 0% and is past due. The lender can elect at any time to convert any portion of the debt into shares of common stock of the Company at a price discount of 55% of the market price of the Company’s common stock as defined in the agreements. | |||||||||
During the year ended November 30, 2014, none of this debt was converted into shares of common stock of the Company. During the year ended November 30, 2013, $107,064 of debt and $3,123 of interest was converted into 79,995,485 shares of common stock of the Company. | |||||||||
At November 30, 2014 and 2013, a total of $448,520 and $250,089 of other convertible debt was outstanding, respectively. | |||||||||
Other short-term debt due to various lenders | |||||||||
During the years ended November 30, 2014 and 2013, the Company received $114,000 and $50,000, respectively from lenders in exchange for notes payable that had no conversion features. | |||||||||
At November 30, 2014 and November 30, 2013, the Company owed various lenders $170,496 and $241,730, respectively, for non-convertible notes. Cash payments were made on these notes of $167,980 and $36,034 during the years ended November 30, 2014 and 2013, respectively. Other short-term debt carries an interest rate of 0% to 17% over the term of the loans, and includes cash advances (the “Cash Advances”) from lenders that purchased future sales. The Company agreed to repay the Cash Advances at a premium to the amount received from the lender. For the years ended November 30, 2014 and 2013, $78,275 and $28,264, respectively, of amortization of premium from the Cash Advances is included in interest expense. At November 30, 2014 and 2013, Cash Advances totaled $67,196 and $100,428, respectively. Assets of a subsidiary of the Company secure the Cash Advances, which are currently in default. | |||||||||
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Derivative Liabilities | 6. Derivative Liabilities | ||||||||||||||||||||||||
The Company evaluated their convertible note agreements pursuant to ASC 815 and due to there being no minimum or fixed conversion price resulting in an indeterminate number of shares to be issued in the future, the Company determined an embedded derivative existed and ASC 815 applied for their convertible notes. The Company valued the embedded derivatives using the Black-Scholes valuation model. | |||||||||||||||||||||||||
Convertible debt with a variable conversion feature | |||||||||||||||||||||||||
In 2014, we estimated the fair value of the derivatives using the Black-Scholes valuation method with assumptions including: (1) term of 0.01 to .90 years; (2) a computed volatility rate of 171 to 339% (3) a discount rate of 1% and (4) zero dividends. Upon settlement the valuation of this embedded derivative was recorded as gain/loss on derivative liability. | |||||||||||||||||||||||||
In 2013, we estimated the fair value of the derivatives using the Black-Scholes valuation method with assumptions including: (1) term of 0.7 to 3 years; (2) a computed volatility rate of 229 to 283% (3) a discount rate of 1% and (4) zero dividends. Upon settlement the valuation of this embedded derivative was recorded as gain/loss on derivative liability. | |||||||||||||||||||||||||
Tainted conventional convertible debt | |||||||||||||||||||||||||
In 2014, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0 to 0.75 years; (2) a computed volatility rate of 171 to 339% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||||||||||
In 2013, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0 to 1.0 years; (2) a computed volatility rate of 232 to 243% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||||||||||
Tainted stock options and warrants | |||||||||||||||||||||||||
The Company also evaluated all outstanding warrants and options to determine whether these instruments may be tainted. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to settle the instruments with shares of the Company’s stock as the number of shares issuable cannot be estimated and could exceed that amount of authorized shares available to be issued by the Company. The Company valued the embedded derivatives within the stock options and warrants using the Black-Scholes valuation model. | |||||||||||||||||||||||||
In 2014, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.01 to 6.5 years; (2) a computed volatility rate of 339% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||||||||||
In 2013, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.01 to 7.5 years; (2) a computed volatility rate of 232% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||||||||||
Activity for embedded derivative instruments during the year ended November 30, 2014 was as follows: | |||||||||||||||||||||||||
Initial valuation | |||||||||||||||||||||||||
of derivative | |||||||||||||||||||||||||
liabilities upon | Change in | Exercise of | |||||||||||||||||||||||
Balance at | issuance of new | fair value of | stock | Conversion | Balance at | ||||||||||||||||||||
November 30, | securities during | derivative | options/ | of debt to | November | ||||||||||||||||||||
2013 | the period | liabilities | warrants | equity | 30, 2014 | ||||||||||||||||||||
Variable convertible debt | $ | 1,467,182 | $ | 230,837 | $ | (956,277 | ) | $ | — | $ | (213,961 | ) | $ | 527,781 | |||||||||||
Tainted convertible debt | 139,953 | 155,179 | (188,886 | ) | — | — | 106,246 | ||||||||||||||||||
Tainted stock options | — | — | — | — | — | — | |||||||||||||||||||
Tainted warrants | 198,035 | — | (192,723 | ) | — | — | 5,312 | ||||||||||||||||||
$ | 1,805,170 | $ | 386,016 | $ | (1,337,886 | ) | $ | — | $ | (213,961 | ) | $ | 639,339 | ||||||||||||
Activity for embedded derivative instruments during the year ended November 30, 2013 was as follows: | |||||||||||||||||||||||||
Initial valuation | |||||||||||||||||||||||||
of derivative | |||||||||||||||||||||||||
liabilities upon | Change in | Exercise of | |||||||||||||||||||||||
Balance at | issuance of new | fair value of | stock | Conversion | Balance at | ||||||||||||||||||||
November 30, | securities during | derivative | options/ | of debt to | November | ||||||||||||||||||||
2012 | the period | liabilities | warrants | equity | 30, 2013 | ||||||||||||||||||||
Variable convertible debt | $ | 361,760 | $ | 3,053,408 | $ | (661,319 | ) | $ | — | $ | (1,286,667 | ) | $ | 1,467,182 | |||||||||||
Tainted convertible debt | 264,189 | (83,036 | ) | — | (207,272 | ) | 139,953 | ||||||||||||||||||
Tainted stock options | — | — | — | — | |||||||||||||||||||||
Tainted warrants | 27,973 | (163,169 | ) | 6,893 | — | 198,035 | |||||||||||||||||||
$ | 653,922 | $ | 3,216,577 | $ | (571,390 | ) | $ | — | $ | (1,493,939 | ) | $ | 1,805,170 | ||||||||||||
Pension_Plans
Pension Plans | 12 Months Ended |
Nov. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Plans | 7. Pension Plans |
Defined Benefit Plan | |
The Company received a letter dated July 27, 2011 from the Pension Benefit Guaranty Corporation, (“PBGC”), stating that the Company’s defined benefit pension plan (the “Plan”) was terminated as of September 30, 2010, and the PBGC was appointed trustee of the Plan. Pursuant to the agreement, the PBGC has a claim to the Company for the total amount of the unfunded benefit liabilities of the Plan of $1,614,001 plus accrued interest. The PBGC has notified the Company that the liability is due and payable as of the termination date, and interest accrues on the unpaid balance at the applicable rate provided under Section 6621(a) of the Internal Revenue Code. The total amount outstanding to the PBGC at November 30, 2014 and 2013 was $2,001,984 and $1,904,544, including accrued interest, which is recorded as a current liability. The Company made no payments to the Plan in fiscal 2014 and 2013. The Plan covers approximately 40 former employees. | |
Effective June 30, 1995, the Plan was frozen, ceasing all benefit accruals and resulting in a plan curtailment. As a result of the curtailment, it has been the Company’s policy to recognize the unfunded status of the Plan as of the end of the fiscal year with a corresponding charge or credit to earnings for the change in the unfunded liability. There was no pension expense recorded in fiscal years ended November 30, 2014 and 2013. |
Stockholders_Equity
Stockholders Equity | 12 Months Ended | ||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||
Stockholders Equity | 8. Stockholders’ Equity | ||||||||||||||||||||
Issuance of common stock to settle debt | |||||||||||||||||||||
During fiscal 2014, $297,730 in outstanding debt was converted into 390,000,000 shares of the Company's common stock, and the Company recognized a gain of $213,961 in conjunction with the settlement of the underlying derivative liabilities. During fiscal 2013, $1,291,878 of outstanding debt and $13,277 of interest was converted into 496,362,183 shares of the Company’s common stock, and the Company recognized a gain of $1,493,939 in conjunction with the settlement of the underlying derivative liabilities. | |||||||||||||||||||||
During the first quarter of fiscal 2014, the Company’s chief executive officer converted $10,565 of outstanding debt into 5,000,000 shares of common stock. | |||||||||||||||||||||
Amendments to Designate Preferred Shares | |||||||||||||||||||||
On August 29, 2013, the Board authorized a Series D of the Company’s previously authorized preferred stock and designated a par value per share of $0.00001 (the “Series D Preferred”). The number of shares of Series D Preferred was set at 51 shares. The Series D shares have dividend rights equal to common stock on a share-for-share basis, but no liquidation rights. | |||||||||||||||||||||
All 51 shares of the Series D Preferred were issued to the Company’s Chief Executive Officer and Chief Information Officer (the “Officers”) in exchange for the 51 outstanding shares of the Company’s Series C Preferred Stock held by the Officers. The terms of the Series D Preferred Stock are substantially identical to the terms of the Series C Preferred Stock, except that the redemption date was been changed. The Company shall redeem all shares of Series D Preferred, in cash, for $1.00 per share on the earlier to occur of (1) the first anniversary of the date upon which all obligations of the Company to 112359 Factor Fund, LLC (and/or its assign(s)) have been satisfied in full, or (2) December 31, 2019. | |||||||||||||||||||||
All shares of Series D Preferred rank senior to the Company’s (i) common stock, par value $0.00001, (ii) Series A Convertible Preferred Stock, par value $.00001 per share, (iii) Series B Convertible Preferred Stock, par value $.00001 per share, and any other class or series of capital stock of the Company creates. | |||||||||||||||||||||
Each one (1) share of the Series D Preferred has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. As a result, the holders of the Series D Preferred Stock have voting control of the Company. | |||||||||||||||||||||
With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series D Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or by-laws. | |||||||||||||||||||||
So long as any shares of Series D Preferred are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series D Preferred, (i) alter or change the rights, preferences or privileges of the Series D Preferred so as to affect adversely the holders of Series D Preferred or (ii) create Pari Passu Shares or Senior Shares. The Series D shares have dividend rights equal to common stock on a share-for-share basis, but no liquidation rights. | |||||||||||||||||||||
On April 14, 2014, the Board authorized a Series E, F and G of the Company’s previously authorized preferred stock and designated a par value per share of $0.00001 (the “Series E Preferred” the “Series F Preferred” and the “Series G Preferred”). The number of shares of Series E Preferred, Series F Preferred and Series G Preferred was set at 10, 10,000,000 and 10,000,000 shares, respectively. | |||||||||||||||||||||
The Series E Preferred has voting rights equal to 400% of the sum of the common stock, Series D Preferred, Series F Preferred and Series G Preferred, but no dividend rights and no liquidation rights. | |||||||||||||||||||||
The Series F Preferred has voting rights equal to 100 million common shares and a liquidation preference of $10,000,000 over junior securities. Each share of Series F Preferred Stock shall be convertible at par value $0.00001 per share, at any time, and from time to time, into the number of shares of the Corporation's common stock, equal to the price of the Series F Preferred Stock of $2.50 per share, divided by the par value of the Series F Preferred, subject to adjustment as may be determined by the Board of Directors. | |||||||||||||||||||||
The Series G Preferred has voting rights equal to 10 million common shares and a liquidation preference of $10,000,000 over junior securities. Each share of Series G Preferred Stock shall be convertible, at any time, and from time to time, into 500 shares of the Corporation's common stock. Both Series F Preferred and Series G Preferred Stock are anti-dilutive to reverse splits. | |||||||||||||||||||||
On January 13, 2015, 10 shares of Series E Preferred, 10,000,000 shares of Series F Preferred and 10,000,000 shares of Series G preferred were issued to our chief executive officer in exchange for $100,000 in debt. | |||||||||||||||||||||
On March 19, 2015 the Company filed a certificate of amendment of its certificate of incorporation in which the Board of Directors designated the Series H Preferred Stock from the Company’s previously authorized preferred stock with a par value per share of $0.00001. The number of shares of Series H Preferred Stock was set at 800,000 shares. Shares of Series H Preferred Stock have conversion rights into shares of Common Stock. The number of shares of Common Stock to which a holder of Series H Preferred Stock shall be entitled upon a Conversion shall equal the product obtained by (a) multiplying the number of fully-diluted Common Shares by four (4), then (b) multiplying the result by a fraction, the numerator of which will be the number of shares of Series H Preferred Stock being converted and the denominator of which will be the number of authorized shares of Series H Preferred Stock. | |||||||||||||||||||||
Each share of Series H Preferred Stock shall entitle the holder thereof, on all matters submitted to a vote of the stockholders of the Corporation, to that number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series H Preferred Stock are convertible on the record date for the stockholder action. | |||||||||||||||||||||
In the event that the Corporation’s Board of Directors declares a dividend payable to holders of any class of stock, the holder of each share of Series H Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Company’s Common Stock into which that holder’s Series H Preferred Stock could be converted on the record date for the dividend. | |||||||||||||||||||||
Upon the liquidation, dissolution and winding up of the Corporation, the holders of the Series H Preferred Stock shall be entitled to receive in cash out of the net assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of common stock or to the holders of any other class or series of equity stock, an amount equal to eighty percent (80%) of said net assets multiplied by a fraction, the numerator of which shall be the number of outstanding shares of Series H Preferred Stock on the record date for the distribution and the denominator of which shall be the number of authorized shares of Series H Preferred Stock. | |||||||||||||||||||||
Effective March 26, 2015, the Company issued 1,000,000,000 shares of common stock and 100,000 shares of its Series H Preferred stock to Flux Carbon Corporation, in conjunction with the purchase of 90% of the equity of Canalytix. | |||||||||||||||||||||
Amendments to Increase Authorized Shares | |||||||||||||||||||||
On January 23, 2012, the Company filed an amendment to the Company’s articles of incorporation with the State of New York to increase the Company’s authorized common stock from one hundred and fifty million (150,000,000) to two hundred fifty million (250,000,000) shares of common stock, and to change the par value of the common stock to $0.001 per share. | |||||||||||||||||||||
On August 21, 2012, the Company filed an amendment to the Company’s articles of incorporation with the State of New York to increase the Company’s authorized common stock from two hundred and fifty million (250,000,000) to four hundred million (400,000,000) shares of common stock, par value $0.001 per share. | |||||||||||||||||||||
On January 18, 2013, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of New York increasing the Company’s authorized common stock from four hundred million (400,000,000) shares of common stock to eight hundred million (800,000,000) shares of common stock. | |||||||||||||||||||||
On December 13, 2013, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of New York increasing the Company’s authorized common stock from eight hundred million (800,000,000) shares to one billion five hundred million (1,500,000,000) shares of common stock. | |||||||||||||||||||||
On April 14, 2014, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of New York (i) increasing the Company’s authorized common stock from one billion five hundred million (1,500,000,000) shares of common stock to eight billion nine hundred seventy-eight million nine hundred ninety-nine thousand nine hundred ninety (8,978,999,990) shares of common stock; (ii) increasing the number of shares of undesignated preferred stock from one million shares (1,000,000) to twenty-one million and ten shares (21,000,010); and (iii) reducing the par value of the common stock and the preferred stock from $0.001 to $0.00001. | |||||||||||||||||||||
Stock Options | |||||||||||||||||||||
The Company issued contingent stock options to a marketing consultant (the “Contingent Grant”) that granted an option to purchase 10 million shares of the Company’s common stock. Under the Contingent Grant, stock options were granted at an exercise price of $0.005 cents per share, which was in excess of the fair market value of the Company’s stock on the date of grant. The Contingent Grant expires on December 31, 2014. These options are scheduled to vest based upon the marketing consultant exceeding monthly sales targets, as defined in the Contingent Grant. The Company determined that the performance condition was not probable of achievement, and accordingly, no compensation cost was recognized during the years ended November 30, 2014 and 2013. | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted- | |||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||
Number | Contractual | Exercise | Number | Exercise | |||||||||||||||||
Range of Exercise Prices | Outstanding | Life (Years) | Price | Outstanding | Price | ||||||||||||||||
As of November 30, 2014 | |||||||||||||||||||||
$.01 - $2.40 | 17,800,000 | 0.92 | $ | 0.01 | 7,800,000 | $ | 0.01 | ||||||||||||||
As of November 30, 2013 | |||||||||||||||||||||
$.01 - $2.40 | 23,793,000 | 2.15 | $ | 0.03 | 9,543,000 | $ | 0.06 | ||||||||||||||
The following tables summarize information about options outstanding at November 30, 2014 and 2013: | |||||||||||||||||||||
Number of | Exercise Price | Average | |||||||||||||||||||
Shares | Per Share | Exercise | |||||||||||||||||||
Price | |||||||||||||||||||||
Outstanding November 30, 2012 | 14,450,500 | $ 0.01 - $2.65 | $ | 0.05 | |||||||||||||||||
Granted during year ended November 30, 2013 | 10,000,000 | $0.01 | $ | 0.005 | |||||||||||||||||
Exercised/canceled during year ended November 30, 2013 | (657,500 | ) | $0.10 - $2.65 | $ | 0.22 | ||||||||||||||||
Outstanding November 30, 2013 | 23,793,000 | $ 0.01 - $2.40 | $ | 0.03 | |||||||||||||||||
Granted during year ended November 30, 2014 | — | — | $ | — | |||||||||||||||||
Exercised/canceled during year ended November 30, 2014 | (5,993,000 | ) | $0.01 - $2.40 | $ | 0.08 | ||||||||||||||||
Outstanding November 30, 2014 | 17,800,000 | $ 0.005 - $0.10 | $ | 0.01 | |||||||||||||||||
Options exercisable, November 30, 2014 | 7,800,000 | $0.01 - $0.10 | $ | 0.01 | |||||||||||||||||
The aggregate intrinsic value was $0 for both years ended November 30, 2014 and 2013. | |||||||||||||||||||||
Warrants | |||||||||||||||||||||
The following tables summarize information about warrants outstanding at November 30, 2014 and 2013: | |||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||
Weighted- | |||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||
Range of | Remaining | Average | Average | ||||||||||||||||||
Exercise | Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||
Prices | Outstanding | Life (Years) | Price | Outstanding | Price | ||||||||||||||||
As of November 30, 2014 | |||||||||||||||||||||
$.005 - $1.20 | 63,125,833 | 7.12 | $ | 0.02 | 63,125,833 | $ | 0.02 | ||||||||||||||
Number of | Exercise Price | Average | |||||||||||||||||||
Shares | Per Share | Exercise | |||||||||||||||||||
Price | |||||||||||||||||||||
Outstanding December 1, 2012 | 7,792,500 | $ 0.10 - $ 0.20 | $ | 0.1 | |||||||||||||||||
Issued during year ended November 30, 2013 | 55,333,333 | $ 0.005 - $ 0.01 | $ | 0.006 | |||||||||||||||||
Exercised/canceled during year ended November 30, 2013 | — | — | $ | — | |||||||||||||||||
Outstanding November 30, 2013 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
Issued during year ended November 30, 2014 | $ | ||||||||||||||||||||
Exercised/canceled during year ended November 30, 2014 | — | — | $ | — | |||||||||||||||||
Warrants outstanding November 30, 2014 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
Warrants exercisable, November 30, 2014 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
The aggregate intrinsic value was $0 for both year ended November 30, 2014 and 2013. | |||||||||||||||||||||
During June 2013, the Company sold to its chief executive officer a warrant to purchase 25,333,333 shares of common stock, par value $0.00001, of the Company and its chief information officer a warrant to purchase 20,000,000 shares of common stock for total proceeds of $68,000, or $0.0015 per share. The warrants have a ten-year life and exercise price of $0.005. | |||||||||||||||||||||
Equity Incentive Plans and Restricted Stock Award Plan | |||||||||||||||||||||
The Company’s 2004 Equity Incentive Plan (the “2004 Plan”) provides for the grant of up to 100,000 incentive stock options, non-qualified stock options, tandem stock appreciation rights, and stock appreciation rights of shares of common stock. Under the 2004 Plan, incentive stock options may be granted at no less than the fair market value of the Company’s stock on the date of grant, and in the case of an optionee who owns directly or indirectly more than 10% of the outstanding voting stock (an “Affiliate”), 110% of the market price on the date of grant. As of November 30, 2014 and 2013, 19,000 option shares remain unissued. | |||||||||||||||||||||
On October 24, 1996, the shareholders of the Company adopted the eLEC Communications Corp. 1996 Restricted Stock Award Plan (the “Restricted Stock Award Plan”). An aggregate of 40,000 shares of common stock of the Company have been reserved for issuance in connections with awards granted under the Restricted Stock Award Plan. Such shares may be awarded from either authorized and unissued shares or treasury shares. The maximum number of shares that may be awarded under the Restricted Stock Award Plan to any individual officer or key employee is 10,000. No shares were awarded during fiscal 2014 and 2013. | |||||||||||||||||||||
The Company’s 2007 Equity Incentive Plan (the “2007 Plan”) provides for the grant of up to 200,000 incentive stock options, non-qualified stock options, tandem stock appreciation rights, and stock appreciation rights of shares of common stock. Under the 2007 Plan, incentive stock options may be granted at no less than the fair market value of the Company’s stock on the date of grant, and in the case of an optionee who is an Affiliate, 110% of the market price on the date of grant. As of November 30, 2014 and 2012, 152,500 and 149,500 option shares, respectively remain unissued. | |||||||||||||||||||||
The Company’s 2009 Equity Incentive Plan (the “2009 Plan”) provides for the grant of up to 500,000 incentive stock options, non-qualified stock options, tandem stock appreciation rights, and stock appreciation rights of shares of common stock. Under the 2009 Plan, incentive stock options may be granted at no less than the fair market value of the Company’s stock on the date of grant, and in the case of an optionee who is an Affiliate, 110% of the market price on the date of grant. As of November 30, 2014 and 2013, 171,000 and 31,000 option shares, respectively remain unissued. | |||||||||||||||||||||
The Company’s 2010 Equity Incentive Plan (the “2010 Plan”), as amended, provides for the grant of up to 25,000,000 incentive stock options, non-qualified stock options, tandem stock appreciation rights, and stock appreciation rights of shares of common stock. Under the 2010 Plan, incentive stock options may be granted at no less than the fair market value of the Company’s stock on the date of grant, and in the case of an optionee who is an Affiliate, 110% of the market price on the date of grant. The 2010 Plan was amended in fiscal 2012 from 500,000 option shares to 25,000,000 option shares. As of November 30, 2014 and 2013, 24,650,253 option shares, respectively, remain unissued. | |||||||||||||||||||||
The Company’s 2011 Equity Incentive Plan (the “2011 Plan”) provides for the grant of up to 20,000,000 incentive stock options, non-qualified stock options, tandem stock appreciation rights, and stock appreciation rights of shares of common stock. Under the 2011 Plan, incentive stock options may be granted at no less than the fair market value of the Company’s stock on the date of grant, and in the case of an optionee who is an affiliate, 110% of the market price on the date of grant. As of November 30, 2014 and 2013, 10,700,000 and 6,500,000 option shares, respectively remain unissued. | |||||||||||||||||||||
The Company’s Non-employee Director Stock Option Plan provides for the grant of options to purchase 1,000 shares of the Company’s common stock to each non-employee director on the first business day following each annual meeting of the shareholders of the Company. Under this Plan, options may be granted at no less than the fair market value of the Company’s common stock on the date of grant. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 9. Income Taxes | ||||||||
The Company has accumulated net operating losses of $32 million and $33 million for United States federal tax purposes at November 30, 2014 and 2013, respectively, some of which may be limited in their utilization pursuant to Section 382 of the Internal Revenue Code, and which may not be available entirely for use in future years. These losses expire in fiscal years 2020 through 2033. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of November 30, 2014 and 2013 were as follows: | |||||||||
2014 | 2013 | ||||||||
See Note 3 for Restatement | |||||||||
Deferred tax assets, net: | |||||||||
Net operating loss carry forwards | $ | 10,930,000 | $ | 9,233,000 | |||||
Allowance for doubtful accounts | — | 1,000 | |||||||
Accrued pension | 680,000 | 648,000 | |||||||
Interest | 560,000 | 1,078,000 | |||||||
Other | 10,000 | 9,000 | |||||||
Total | 12,180,000 | 10,969,000 | |||||||
Valuation allowance | 12,180,000 | 10,969,000 | |||||||
Net deferred assets | $ | — | $ | — | |||||
The valuation allowance increased to $12,180,000 at November 30, 2014 from $10,546,841 at November 30, 2013. | |||||||||
The following is a reconciliation of the tax provisions for the years ended November 30, 2014 and 2013 with the statutory Federal income tax rates: | |||||||||
Percentage of Pre-Tax Income | |||||||||
2014 | 2013 | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
Reduction of tax attributes due to discharge of indebtedness | (34.0 | ) | (34.0 | ) | |||||
Effective tax rate | — | — | |||||||
Under Section 108(a) of the Internal Revenue Code, the gain of approximately $2,700,000 in fiscal 2013, which is attributable to debt forgiveness and settlement of liabilities, is not included in taxable income of the Company as the Company is deemed insolvent for tax purposes. The Company’s net operating loss carry forwards have been reduced by the amount of non-taxable debt forgiveness in each year. | |||||||||
The Company did not have any material unrecognized tax benefits as of November 30, 2014 and 2013. The Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company recorded no interest and penalties relating to unrecognized tax benefits as of and during the years ended November 30, 2014 and 2013. The Company is subject to United States federal income tax, as well as taxes by various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ending November 30, 2011 through 2014. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 10. Fair Value Measurements | ||||||||||||||||
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures of financial instruments on a recurring basis. | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 | inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | ||||||||||||||||
Level 2 | inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||||||||||||||||
Level 3 | inputs are unobservable inputs for the asset or liability. | ||||||||||||||||
Determination of Fair Value | |||||||||||||||||
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value. | |||||||||||||||||
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value where it is practicable to do so for financial instruments not recorded at fair value (disclosures required by the Fair Value Measurements Topic of the FASB Accounting Standards Codification). | |||||||||||||||||
Cash and cash equivalents, accounts receivable, and accounts payable | |||||||||||||||||
In general, carrying amounts approximate fair value because of the short maturity of these instruments. | |||||||||||||||||
Debt | |||||||||||||||||
At November 30, 2014 and 2013, long-term debt was carried at its face value plus accrued interest due to the fact that the debt is fully callable by the lender. Based on the financial condition of the Company, it is impracticable for the Company to estimate the fair value of the short and long-term debt. | |||||||||||||||||
Restricted Securities and Liabilities Measured and Recognized at Fair Value on a Recurring Basis | |||||||||||||||||
The following table presents the amounts of restricted securities and liabilities measured at fair value on a recurring basis as of November 30, 2014 and 2013. | |||||||||||||||||
The fair value of restricted securities are measured with quoted prices in active markets. The fair value of the derivatives that are traded in less active over-the-counter markets are generally measured using pricing models with non-observable inputs. These measurements are classified as Level 3 within the fair value of hierarchy. | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
30-Nov-14 | |||||||||||||||||
Restricted Securities | $ | 1,040,000 | $ | 1,040,000 | — | — | |||||||||||
Derivative liability | $ | 639,339 | — | — | $ | 639,339 | |||||||||||
30-Nov-13 | |||||||||||||||||
Derivative liabilities | $ | 1,805,170 | — | — | $ | 1,805,170 | |||||||||||
The Company has no instruments with significant off balance sheet risk. | |||||||||||||||||
In 2014, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.01 to 6.5 years; (2) a computed volatility rate of 339% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||
In 2013, we estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.01 to 7.5 years; (2) a computed volatility rate of 232% (3) a discount rate of 1% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability. | |||||||||||||||||
Fluctuations in the conversion discount percentage have the greatest effect on the value of the conversion liabilities valuations during each reporting period. As the conversion discount percentage increases for each of the related conversion liabilities instruments, the change in the value of the conversion liabilities increases, therefore increasing the liabilities on the Company's balance sheet. The higher the conversion discount percentage, the higher the liability. A 10% change in the conversion discount percentage would result in more than a $110,000 change in our Level 3 fair value. | |||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies |
Operating Leases | |
The Company leases facilities under an operating lease agreement that can be canceled on its anniversary date with 60-day advance notice. | |
Rent expense was $9,075 and $11,709 in fiscal 2014 and 2013, respectively. | |
Litigation | |
The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability, if any, is not likely to have a material effect on the financial condition, results of operations or liquidity of the Company. However, as the outcome of litigation or legal claims is difficult to predict, significant changes in the estimated exposures could occur. |
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Income (Loss) Per Common Share | 12. Net Earnings Per Common Share | ||||||||
Basic net income per share is computed by dividing net income available to common stockholders (numerator) by the weighted average number of vested, unrestricted common shares outstanding during the period (denominator). Diluted net income per share is computed on the basis of the weighted average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the if-converted method. Dilutive potential common shares include shares issuable upon exercise of outstanding stock options, warrants and convertible debt agreements. | |||||||||
2014 | 2013 | ||||||||
Net income – numerator basic | $ | (458,798 | ) | $ | 443,657 | ||||
Interest expense attributable to convertible notes, net | — | 471,975 | |||||||
Net income plus interest expense attributable to convertible notes, net – numerator diluted | $ | (458,798 | ) | $ | 915,632 | ||||
Weighted average common shares outstanding – denominator basic | 980,488,901 | 633,006,599 | |||||||
Effect of dilutive securities, stock options and preferred stock | — | 1,197,661,667 | |||||||
Weighted average dilutive common shares outstanding | 980,488,901 | 1,830,668,266 | |||||||
Net income per common share – basic | $ | 0 | $ | 0 | |||||
Net income per common share – diluted | $ | 0 | $ | 0 | |||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions |
We paid fees to a software consulting firm (“Consultant”) of $126,500 in fiscal 2014 and $191,500 in fiscal 2013. We owed the Consultant $0 and $18,570 at November 30, 2014 and 2013. All such work performed by the Consultant is the property of the Company. Our Chief Information Officer has performed work for the Consultant, including disbursement services, in which funds that were remitted by the Company to a company controlled by the officer were subsequently distributed for the Consultant to appropriate vendors. For services rendered to the Consultant, our Chief Information Officer was paid $ 6,000 in fiscal 2014 and $11,500 in fiscal 2013. | |
At November 30, 2014 and 2013, the total amount due to our chief executive officer, including loans, unpaid salary, interest and expenses amounted to $1,194,021 and $938,216, respectively. | |
At November 30, 2014 and 2013, the amount of unpaid salary owed to our chief information officer amounted to $20,000 and $39,947. | |
During the fiscal 2013, we sold to our chief executive officer a warrant to purchase 25,333,333 shares of common stock of the Company and to our chief information officer a warrant to purchase 20,000,000 shares of common stock. The Company received, in the aggregate, cash payments totaling $68,000. The warrants have a ten-year life and exercise price of $0.005. | |
On September 30, 2014, a wholly-owned subsidiary of the Company entered into a contract of sale to transfer certain assets and liabilities, including a copy of internally developed mobile content delivery software to Vaxstar LLC (the “Buyer”). The Buyer simultaneously assigned the contract of sale to Valuesetters, Inc. (the “Assignee”). The Buyer agreed to pay the Company 40,000,000 shares of common stock, par value $0.001, of the Assignee, which are included in Marketable Securities at November 30, 2014. Although we had negotiated the details of the transaction with the Buyer before our Chief Investment Officer resigned from our Company, our former Chief Information Officer signed the purchase agreement as the Buyer’s Chief Executive Officer. We calculated a gain from the contract of sale amounting to $779,645, and recorded this gain as an addition to paid-in capital because of the related-party nature of the transaction. | |
Sale_of_Subsidiary
Sale of Subsidiary | 12 Months Ended | ||||
Nov. 30, 2014 | |||||
Notes to Financial Statements | |||||
Sale of Subsidiary | 14. Sale of Subsidiary | ||||
On November 30, 2013, our consolidated financial statements included a non-operating subsidiary with approximately $640,000 in liabilities and no assets. In December 2014, the company sold all 100% of the equity if the non-operating subsidiary for an aggregate consideration of $100. The sale resulted in a gain of $640,621, which is included in the Consolidated Statements of Income as a gain on the sale of a subsidiary. The gain on sale was calculated as follows: | |||||
Components of the gain | |||||
Liabilities as of November 30, 2013 | |||||
Accounts payable | $ | 443,898 | |||
Customer deposits | 52,411 | ||||
Accrued expenses and other current liabilities | 111,650 | ||||
Note payable | 32,642 | ||||
Total liabilities | $ | 640,521 | |||
Cash received | 100 | ||||
Gain | $ | 640,621 |
Partial_Sale_of_a_Business
Partial Sale of a Business | 12 Months Ended | ||||
Nov. 30, 2014 | |||||
Notes to Financial Statements | |||||
Partial Sale of a Business | 15. Partial Sale of a Business | ||||
Valuesetters, Inc. (the “Purchaser”) bought the fixed overhead, including equipment and back office operations, the majority of the customers and a copy of the source code (the “Partial Sale”) of Company’s wholly-owned subsidiary, TelcoSoftware.com Corp. (the “Subsidiary”), on September 30, 2014. The Subsidiary then became a wholesale customer of the Purchaser so that the Company could continue marketing its cloud-based VoIP product without incurring the fixed overhead costs assumed by the Purchaser. The Subsidiary received 40 million shares of common stock, or 8% of the outstanding shares of the Purchaser, which are valued at $1,040,000 at November 30, 2014. As a result of the Partial Sale, the Company’s revenues for the first quarter of fiscal 2015 are significantly diminished from the prior year. A presentation of the Company’s unaudited proforma income statement, had the Partial Sale not occurred, for the year ended November 30, 2014 is as follows: | |||||
Year Ended | |||||
11/30/14 | |||||
Revenue | $ | 519,808 | |||
Loss from operations | (855,730 | ) | |||
Net loss | (463,952 | ) | |||
Loss per share | 0 | ||||
The fair value of the marketable securities received by the Subsidiary as consideration for the sale at was $272,000 as of April 15, 2015. The Company does not consider the decrease in value from its November 30, 2014 level to be a permanent decline. | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events |
On January 1, 2014, the Company executed a settlement and release agreement with Pension Benefit Guarantee Corporation (“PBGC”) pursuant to which PBGC agreed to accept $100,000 in full satisfaction of all amounts that had been due from the Company, which amounted to $2,001,984 at November 30, 2014. The Company agreed to pay the sum of $100,000 to PBGC in equal installments of $25,000 on January 31, 2015, April 30, 2015, July 31, 2015 and October 31, 2015. Upon receipt of the settlement amount, the PBGC shall be deemed to have released the Company from any and all employer liability and fiduciary responsibility. No installment payments have been made and the Company has not received a default notice from PBGC. | |
Between December 1, 2014 and April 24, 2015 the Company issued 2,129,509,324 shares of common stock upon the conversion of debt and 1,000,000,000 shares in conjunction with the acquisition of Canalytix. As of April 24, 2015, there were 4,324,059,321 shares of common stock outstanding. The new shares were issued in separate transactions with investors, each of which exercised its right to convert derivative securities issued by the Company in prior periods. The issuances were exempt from registration under Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the investors were sophisticated, were given access to information about the Company, and had taken the securities for investment. There were no underwriters. | |
On March 19, 2015 the Company filed a certificate of amendment of its certificate of incorporation in which the Board of Directors designated the Series H Preferred Stock from the Company’s previously authorized preferred stock with a par value per share of $0.00001. The number of shares of Series H Preferred Stock was set at 800,000 shares. Shares of Series H Preferred Stock have conversion rights into shares of Common Stock. The number of shares of Common Stock to which a holder of Series H Preferred Stock shall be entitled upon a Conversion shall equal the product obtained by (a) multiplying the number of fully-diluted Common Shares by four (4), then (b) multiplying the result by a fraction, the numerator of which will be the number of shares of Series H Preferred Stock being converted and the denominator of which will be the number of authorized shares of Series H Preferred Stock. Each share of Series H Preferred Stock shall entitle the holder thereof, on all matters submitted to a vote of the stockholders of the Corporation, to that number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series H Preferred Stock are convertible on the record date for the stockholder action. In the event that the Corporation’s Board of Directors declares a dividend payable to holders of any class of stock, the holder of each share of Series H Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Company’s Common Stock into which that holder’s Series H Preferred Stock could be converted on the record date for the dividend. Upon the liquidation, dissolution and winding up of the Corporation, the holders of the Series H Preferred Stock shall be entitled to receive in cash out of the net assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of common stock or to the holders of any other class or series of equity stock, an amount equal to eighty percent (80%) of said net assets multiplied by a fraction, the numerator of which shall be the number of outstanding shares of Series H Preferred Stock on the record date for the distribution and the denominator of which shall be the number of authorized shares of Series H Preferred Stock. | |
On March 26, 2015, the Company executed a securities purchase agreement (the “Agreement”) with Flux Carbon Corporation (“FCC”), pursuant to which the Company acquired from FCC 90% of the issued and outstanding equity of Canalytix LLC in consideration of the issuance by the Company of 1,000,000,000 shares of common stock, par value $0.00001 (the “Common Stock”), and 100,000 shares of Series H preferred stock, par value $0.00001 (the “Series H Preferred Stock”) of the Company. The sale of 1,000,000,000 shares of Common Stock to the FCC gives the FCC a 23% ownership stake in the Common Stock of the Company, which now has 4,324,059,321 shares of Common Stock outstanding. The sale of 100,000 shares of the Series H Preferred Stock gives the FCC an additional 10% of the voting power and equity in the Company. The initial accounting for the business combination is incomplete until an independent auditor can verify account balances. Canalytix LLC was formed in 2013 to develop and market energy and resource efficiency technologies and products, and is currently focused on doing so for indoor plant growth clients in the Colorado and other qualified markets. Canalytix holds exclusive distribution rights to technology developed by Noveda Technologies, Inc., in hydroponic and other indoor plant growth applications. Noveda is an innovative leader in real-time, web-based energy and water monitoring. Noveda's patented software as a service (SaaS) solutions help reduce energy and water usage, optimize performance of renewable energy systems, and reduce the carbon footprint for customers across commercial/retail, industrial, government, education, and utility sectors. Noveda also offers real-time collaboration tools that leverage social media to educate and empower stakeholder communities and make the smart grid a reality today. | |
On April 21, 2015, a $63,000 convertible promissory note, due on June 26, 2015 to Diamond Remark, Inc., which was in default, was assigned to EXO Opportunity Fund LLC, which purchased all the debt owed by the Company to Diamond Remark, Inc. |
Description_of_Business_and_Su1
Description of Business and Summary of Accounting Principles (Policies) | 12 Months Ended |
Nov. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Description of Business | Description of Business |
Pervasip Corp. (“Pervasip”, or the “Company”) is an application-based Internet company, and primarily provides low-cost telephone services, connecting people through cloud-connected devices worldwide. Most of the Company’s revenues are derived from customers in the United States that use the Company’s applications to access Internet-based telephone services. | |
Principles of Consolidation | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of significant intercompany balances and transactions. | |
Use of Estimates | Use of Estimates |
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the derivative liabilities, income tax valuation allowance, and the allowance for doubtful accounts receivable. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during 2014 and 2013. | |
Marketable securities | Marketable securities |
The Company classifies investments in equity securities bought and held primarily to be sold in the short term that have readily determinable fair values, as trading securities. Unrealized holding gains and losses for trading securities are included in earnings. Any unrealized holding gains and losses from available-for-sale securities are excluded from earnings and are recorded in comprehensive income until a gain or loss has been realized. | |
Collectibility of Accounts Receivable | Collectibility of Accounts Receivable |
Trade receivables potentially subject the Company to credit risk. As of November 30, 2014, all customers are on a prepay basis, whereas many customers at November 30, 2013 paid after receiving an invoice. Consumers that use the Company’s mobile Voice over Internet Protocol (“VoIP”) application, are required to prepay for all mobile telephone services via a credit card or an online payment service, such as Paypal. Until September 30, 2014, the Company had wholesale customers, which typically provided a security deposit and paid for their services each month, in arrears. | |
In order to record the Company’s accounts receivable at their net realizable value, the Company must assess their collectibility. A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts and other adjustments, a review of the aging of the Company’s receivables, and the current creditworthiness of the Company’s customers. Generally, when a customer account reached a certain level of delinquency, the Company disconnected the customer’s service and provided an allowance for the related amount receivable from the customer. At November 30, 2013, the Company has recorded allowances for receivables that it considered uncollectible, including amounts for the resolution of potential credit and other collection issues, such as disputed invoices and pricing discrepancies. However, depending on how such potential issues are resolved, or if the financial condition of any of the Company’s customers was to deteriorate and its ability to make required payments became impaired, increases in these allowances may be required. The Company writes off the accounts receivable balance from a customer and the related allowance established when it believes it has exhausted all reasonable collection efforts. | |
Revenue Recognition | Revenue Recognition |
Revenues from voice, data and other applications and services are recognized in the period in which subscribers use the related services. Services billed in advanced, such as line fees, bundled monthly plans or prepaid calling cards, are deferred until they are earned. Services billed in arrears, such as international usage and wholesale usage, are accrued for in the month the usage occurred. Equipment sales are recognized when the equipment is shipped. | |
Costs of Services | Costs of Services |
Costs of services consist primarily of direct costs that we pay to third parties in order to provide telephone services. These costs include access and interconnection charges that we pay to other telephone companies to terminate domestic and international phone calls on the public switched telephone network. These costs do not include indirect costs such as depreciation and amortization, payroll, and facilities costs. | |
Stock Based Payments | Share-based Payments |
The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. | |
The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term. | |
Income Taxes | Income Taxes |
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss 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 ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that any of the deferred tax assets will be realized. | |
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. | |
Convertible Instruments | Convertible Instruments |
The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.Accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. | |
The Company accounts for the conversion of the underlying derivative of a convertible debt instrument as a gain or loss. The decrease in debt that results from a debt conversion is calculated and compared to the then-current fair value of shares issued with any difference recorded as a gain or loss. | |
Earnings Per Share | Earnings Per Share |
Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. To the extent that stock options and warrants are anti-dilutive, they are excluded from the calculation of diluted earnings per share. Diluted earnings per share includes the dilutive effect of stock options and warrants. | |
Concentrations | Concentrations |
As of November 30, 2013, the Company had one customer that constituted 40% of its accounts receivable. For the years ended November 30, 2014 and 2013, one customer accounted for 27% and 36% of the Company’s revenues, respectively. We also had a customer that accounted for 24% of our revenues in fiscal 2014. These two customers were part of the assets we sold on September 30, 2014. | |
The Company is dependent on the availability and functionality of the networks of one vendor that it is using for VoIP services and is vulnerable to a cessation or disruption of service if the vendor experiences technical problems or does not pay its suppliers on a timely basis. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
Comprehensive income (loss) is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. |
Restatement_Tables
Restatement (Tables) | 12 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||
Restatement | ||||||||||||||
Year End November 30, 2013 | ||||||||||||||
As Originally | ||||||||||||||
Reported | Adjustments | As Restated | ||||||||||||
Accounts payable and other current liabilities | 2,409,194 | 17,990 | (1) | 2,427,184 | ||||||||||
Due to Pension Benefit Guarantee Corporation | 1,914,392 | (9,848 | ) | (2) | 1,904,544 | |||||||||
Derivative liabilities – long-term | 1,309,955 | 132,826 | (3) | 1,442,781 | ||||||||||
Capital in excess of par value | 41,215,775 | (572,765 | ) | (3)(4) | 40,643,010 | |||||||||
Accumulated deficit | (51,737,831 | ) | 431,797 | (3)(4) | (51,306,034 | ) | ||||||||
Selling, general and administrative costs | 1,749,111 | (16,095 | ) | (1)(6) | 1,733,016 | |||||||||
Interest expense | (3,219,678 | ) | (45,703 | ) | (4)(5) | (3,173,975 | ) | |||||||
Amortization of deferred finance costs | — | (30,085 | ) | -6 | (30,085 | ) | ||||||||
Gain (loss) on settlement of liabilities | 1,273,195 | 220,744 | (4) | 1,493,939 | ||||||||||
Gain on value of derivative liabilities | 441,533 | (129,875 | ) | (4) | 571,390 |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 2014 | 2013 | |||||||
Trade payables | $ | 611,799 | $ | 807,737 | |||||
Amounts owed to related parties | 410,333 | 343,401 | |||||||
Payable from sale of subsidiaries | 796,499 | 796,499 | |||||||
Customer deposits | 43,476 | 132,293 | |||||||
Other, individually less than 5% of current liabilities | 514,450 | 651,072 | |||||||
$ | 2,376,557 | $ | 2,730,638 |
Principal_Financing_Arrangemen
Principal Financing Arrangements (Tables) | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | 2014 | 2013 | |||||||
Debt due to Laurus | $ | 2,266,186 | $ | 2,108,498 | |||||
Convertible debt due to Factor Fund | 1,935,190 | 2,182,690 | |||||||
Convertible debt due to various lenders | 448,520 | 250,089 | |||||||
Other short-term debt due to various lenders | 170,496 | 241,730 | |||||||
Total debt | 4,820,392 | 4,783,007 | |||||||
Less: current portion of long-term debt | (4,631,122 | ) | (3,766,468 | ) | |||||
Less: discount on debt | (189,270 | ) | (1,002,879 | ) | |||||
Total long-term debt, net of discounts | $ | — | $ | 13,660 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Embedded Derivative Instruments | Activity for embedded derivative instruments during the year ended November 30, 2014 was as follows: | ||||||||||||||||||||||||
Initial valuation | |||||||||||||||||||||||||
of derivative | |||||||||||||||||||||||||
liabilities upon | Change in | Exercise of | |||||||||||||||||||||||
Balance at | issuance of new | fair value of | stock | Conversion | Balance at | ||||||||||||||||||||
November 30, | securities during | derivative | options/ | of debt to | November | ||||||||||||||||||||
2013 | the period | liabilities | warrants | equity | 30, 2014 | ||||||||||||||||||||
Variable convertible debt | $ | 1,467,182 | $ | 230,837 | $ | (956,277 | ) | $ | — | $ | (213,961 | ) | $ | 527,781 | |||||||||||
Tainted convertible debt | 139,953 | 155,179 | (188,886 | ) | — | — | 106,246 | ||||||||||||||||||
Tainted stock options | — | — | — | — | — | — | |||||||||||||||||||
Tainted warrants | 198,035 | — | (192,723 | ) | — | — | 5,312 | ||||||||||||||||||
$ | 1,805,170 | $ | 386,016 | $ | (1,337,886 | ) | $ | — | $ | (213,961 | ) | $ | 639,339 | ||||||||||||
Activity for embedded derivative instruments during the year ended November 30, 2013 was as follows: | |||||||||||||||||||||||||
Initial valuation | |||||||||||||||||||||||||
of derivative | |||||||||||||||||||||||||
liabilities upon | Change in | Exercise of | |||||||||||||||||||||||
Balance at | issuance of new | fair value of | stock | Conversion | Balance at | ||||||||||||||||||||
November 30, | securities during | derivative | options/ | of debt to | November | ||||||||||||||||||||
2012 | the period | liabilities | warrants | equity | 30, 2013 | ||||||||||||||||||||
Variable convertible debt | $ | 361,760 | $ | 3,053,408 | $ | (661,319 | ) | $ | — | $ | (1,286,667 | ) | $ | 1,467,182 | |||||||||||
Tainted convertible debt | 264,189 | (83,036 | ) | — | (207,272 | ) | 139,953 | ||||||||||||||||||
Tainted stock options | — | — | — | — | |||||||||||||||||||||
Tainted warrants | 27,973 | (163,169 | ) | 6,893 | — | 198,035 | |||||||||||||||||||
$ | 653,922 | $ | 3,216,577 | $ | (571,390 | ) | $ | — | $ | (1,493,939 | ) | $ | 1,805,170 | ||||||||||||
Shareholders_Equity_Tables
Shareholder's Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||
Shareholders Equity Tables | |||||||||||||||||||||
Summary of outstanding options | Number of | Exercise Price | Average | ||||||||||||||||||
Shares | Per Share | Exercise | |||||||||||||||||||
Price | |||||||||||||||||||||
Outstanding November 30, 2012 | 14,450,500 | $ 0.01 - $2.65 | $ | 0.05 | |||||||||||||||||
Granted during year ended November 30, 2013 | 10,000,000 | $0.01 | $ | 0.005 | |||||||||||||||||
Exercised/canceled during year ended November 30, 2013 | (657,500 | ) | $0.10 - $2.65 | $ | 0.22 | ||||||||||||||||
Outstanding November 30, 2013 | 23,793,000 | $ 0.01 - $2.40 | $ | 0.03 | |||||||||||||||||
Granted during year ended November 30, 2014 | — | — | $ | — | |||||||||||||||||
Exercised/canceled during year ended November 30, 2014 | (5,993,000 | ) | $0.01 - $2.40 | $ | 0.08 | ||||||||||||||||
Outstanding November 30, 2014 | 17,800,000 | $ 0.005 - $0.10 | $ | 0.01 | |||||||||||||||||
Options exercisable, November 30, 2014 | 7,800,000 | $0.01 - $0.10 | $ | 0.01 | |||||||||||||||||
Summary of outstanding options by exercise price | Options Outstanding | Options Exercisable | |||||||||||||||||||
Weighted- | |||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||
Number | Contractual | Exercise | Number | Exercise | |||||||||||||||||
Range of Exercise Prices | Outstanding | Life (Years) | Price | Outstanding | Price | ||||||||||||||||
As of November 30, 2014 | |||||||||||||||||||||
$.01 - $2.40 | 17,800,000 | 0.92 | $ | 0.01 | 7,800,000 | $ | 0.01 | ||||||||||||||
As of November 30, 2013 | |||||||||||||||||||||
$.01 - $2.40 | 23,793,000 | 2.15 | $ | 0.03 | 9,543,000 | $ | 0.06 | ||||||||||||||
Summary of warrants options | Number of | Exercise Price | Average | ||||||||||||||||||
Shares | Per Share | Exercise | |||||||||||||||||||
Price | |||||||||||||||||||||
Outstanding December 1, 2012 | 7,792,500 | $ 0.10 - $ 0.20 | $ | 0.1 | |||||||||||||||||
Issued during year ended November 30, 2013 | 55,333,333 | $ 0.005 - $ 0.01 | $ | 0.006 | |||||||||||||||||
Exercised/canceled during year ended November 30, 2013 | — | — | $ | — | |||||||||||||||||
Outstanding November 30, 2013 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
Issued during year ended November 30, 2014 | $ | ||||||||||||||||||||
Exercised/canceled during year ended November 30, 2014 | — | — | $ | — | |||||||||||||||||
Warrants outstanding November 30, 2014 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
Warrants exercisable, November 30, 2014 | 63,125,833 | $ 0.005 - $1.20 | $ | 0.02 | |||||||||||||||||
Summary of warrants options by exercise price | Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Weighted- | |||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||
Range of | Remaining | Average | Average | ||||||||||||||||||
Exercise | Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||
Prices | Outstanding | Life (Years) | Price | Outstanding | Price | ||||||||||||||||
As of November 30, 2014 | |||||||||||||||||||||
$.005 - $1.20 | 63,125,833 | 7.12 | $ | 0.02 | 63,125,833 | $ | 0.02 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of deferred tax assets and liabilities | |||||||||
2014 | 2013 | ||||||||
See Note 3 for Restatement | |||||||||
Deferred tax assets, net: | |||||||||
Net operating loss carry forwards | $ | 10,930,000 | $ | 9,233,000 | |||||
Allowance for doubtful accounts | — | 1,000 | |||||||
Accrued pension | 680,000 | 648,000 | |||||||
Interest | 560,000 | 1,078,000 | |||||||
Other | 10,000 | 9,000 | |||||||
Total | 12,180,000 | 10,969,000 | |||||||
Valuation allowance | 12,180,000 | 10,969,000 | |||||||
Net deferred assets | $ | — | $ | — | |||||
Summary of reconciliation of tax provisions with statutory Federal income tax rates | Percentage of Pre-Tax Income | ||||||||
2014 | 2013 | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
Reduction of tax attributes due to discharge of indebtedness | (34.0 | ) | (34.0 | ) | |||||
Effective tax rate | — | — |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of derivative assets at fair value | |||||||||||||||||
Summary of derivative liabilities at fair value | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
30-Nov-14 | |||||||||||||||||
Restricted Securities | $ | 1,040,000 | $ | 1,040,000 | — | — | |||||||||||
Derivative liability | $ | 639,339 | — | — | $ | 639,339 | |||||||||||
30-Nov-13 | |||||||||||||||||
Derivative liabilities | $ | 1,805,170 | — | — | $ | 1,805,170 |
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 12 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Income (Loss) Per Common Share | |||||||||
2014 | 2013 | ||||||||
Net income – numerator basic | $ | (458,798 | ) | $ | 443,657 | ||||
Interest expense attributable to convertible notes, net | — | 471,975 | |||||||
Net income plus interest expense attributable to convertible notes, net – numerator diluted | $ | (458,798 | ) | $ | 915,632 | ||||
Weighted average common shares outstanding – denominator basic | 980,488,901 | 633,006,599 | |||||||
Effect of dilutive securities, stock options and preferred stock | — | 1,197,661,667 | |||||||
Weighted average dilutive common shares outstanding | 980,488,901 | 1,830,668,266 | |||||||
Net income per common share – basic | $ | 0 | $ | 0 | |||||
Net income per common share – diluted | $ | 0 | $ | 0 |
Sale_of_Subsidiary_Tables
Sale of Subsidiary (Tables) | 12 Months Ended | ||||
Nov. 30, 2014 | |||||
Notes to Financial Statements | |||||
Sale of Subsidiary | Components of the gain | ||||
Liabilities as of November 30, 2013 | |||||
Accounts payable | $ | 443,898 | |||
Customer deposits | 52,411 | ||||
Accrued expenses and other current liabilities | 111,650 | ||||
Note payable | 32,642 | ||||
Total liabilities | $ | 640,521 | |||
Cash received | 100 | ||||
Gain | $ | 640,621 |
Partial_Sale_of_a_Business_Tab
Partial Sale of a Business (Tables) | 12 Months Ended | ||||
Nov. 30, 2014 | |||||
Notes to Financial Statements | |||||
Partial sale of a business | |||||
Year Ended | |||||
11/30/14 | |||||
Revenue | $ | 519,808 | |||
Loss from operations | (855,730 | ) | |||
Net loss | (463,952 | ) | |||
Loss per share | 0 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Basis Of Presentation Details | |
Proceeds from sale of subsidiary | $100 |
Gain on sale of subsidiary | $640,621 |
Going_Concern_Matters_and_Real1
Going Concern Matters and Realization of Assets (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 |
Going Concern Matters and Realization of Assets (Textual) | |||
Working capital | ($9,407,911) | ||
Stockholders Equity Deficiency | ($9,400,792) | ($10,653,844) | ($12,397,668) |
Concentrations_Details
Concentrations (Details) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Major Customers (Textual) | ||
Concentration Risk, Percentage | 80.00% | |
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Major Customers (Textual) | ||
Concentration Risk, Percentage | 27.00% | 36.00% |
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk Two [Member] | ||
Major Customers (Textual) | ||
Concentration Risk, Percentage | 24.00% |
Restatement_Restatement_Detail
Restatement - Restatement (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Accounts payable and other current liabilities | $1,966,224 | $2,427,184 |
Due to Pension Benefit Guaranty Corporation | 2,001,984 | 1,904,544 |
Derivative liabilities - long term portion | 1,442,781 | |
Capital in excess of par value | 41,750,912 | 39,851,457 |
Accumulated Deficit | -51,764,832 | -51,306,034 |
Selling, general and administrative | 1,054,867 | 1,733,021 |
Interest Expense | 1,838,375 | 3,173,975 |
Amortization of deferred finance costs | -83,714 | -30,085 |
Gain (loss) on settlement of liabilities | 213,961 | 1,493,939 |
Gain on value of derivative liabilities | 1,337,886 | 571,390 |
Net income (loss) | -458,798 | 443,657 |
Original Reported | ||
Accounts payable and other current liabilities | 2,409,194 | |
Due to Pension Benefit Guaranty Corporation | 1,914,392 | |
Derivative liabilities - long term portion | 1,309,955 | |
Capital in excess of par value | 41,215,775 | |
Accumulated Deficit | -51,737,831 | |
Selling, general and administrative | 1,749,111 | |
Interest Expense | -3,219,678 | |
Amortization of deferred finance costs | ||
Gain (loss) on settlement of liabilities | 1,273,195 | |
Gain on value of derivative liabilities | 441,533 | |
Net income (loss) | 61,348 | |
Adjustments | ||
Accounts payable and other current liabilities | 17,990 | |
Due to Pension Benefit Guaranty Corporation | -9,848 | |
Derivative liabilities - long term portion | 132,826 | |
Capital in excess of par value | -572,765 | |
Accumulated Deficit | 431,797 | |
Selling, general and administrative | -16,095 | |
Interest Expense | -45,703 | |
Amortization of deferred finance costs | -30,085 | |
Gain (loss) on settlement of liabilities | 220,744 | |
Gain on value of derivative liabilities | ($129,875) |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Summary of accounts payable and accrued expenses | ||
Trade payables | $807,737 | $611,799 |
Amounts owed to related parties | 343,401 | 410,333 |
Payable from sale of subsidiaries | 796,499 | 796,499 |
Customer deposits | 132,293 | 43,476 |
Other, individually less than 5% of current liabilities | 651,072 | 514,450 |
Total accounts payable and accrued expenses | $2,730,638 | $2,376,557 |
Principal_Financing_Arrangemen1
Principal Financing Arrangements (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Debt Instrument [Line Items] | ||
Debt | $4,820,392 | $4,783,030 |
Current portion of long-term debt | -4,631,122 | -3,766,468 |
Discount on debt | -189,270 | -1,002,902 |
Long-term debt | 13,660 | |
Debt due to Laurus [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 2,266,186 | 2,108,498 |
Convertible Debt due to Factor Fund [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,935,190 | 2,182,690 |
Convertible Debt due to Various Lenders [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 448,520 | 250,089 |
Other Short term debt due to various lenders [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $170,496 | $241,730 |
Principal_Financing_Arrangemen2
Principal Financing Arrangements (Details 1) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Debt converted to common stock, value | $297,484 | $410,739 |
Gain on troubled debt restructuring | 2,714,461 | |
Debt due to Laurus [Member] | ||
Interest rate, minimum | 5.25% | |
Interest rate, maximum | 20.00% | |
Gain on troubled debt restructuring | 0 | 2,714,461 |
Convertible Debt due to Factor Fund [Member] | ||
Debt converted to common stock, value | 592,310 | |
Debt converted to common stock, share | 279,958,599 | |
New Notes [Member] | ||
Interest rate, minimum | 6.00% | |
Debt converted to common stock, value | 287,500 | 592,310 |
Debt converted to common stock, share | 253,000,000 | 279,958,599 |
Gain on troubled debt restructuring | 1,059,464 | 1,292,816 |
Convertible debt with a varialble conversion rate for cash[Member] | ||
Interest rate, minimum | 8.00% | |
Debt converted to common stock, value | 10,230 | 107,064 |
Debt converted to common stock, share | 137,000,000 | 79,995,485 |
Convertible Debt due to Various Lenders [Member] | ||
Interest rate, minimum | 0.00% | |
Interest rate, maximum | 12.75% | |
Debt converted to common stock, value | 31,000 | |
Debt converted to common stock, share | 11,000,000 | |
Other Short term debt due to various lenders [Member] | ||
Interest rate, minimum | 0.00% | |
Interest rate, maximum | 17.00% | |
Debt converted to common stock, value | 287,500 | 1,291,878 |
Derivative Liability | 300,920 | 1,983,334 |
Gain on troubled debt restructuring | $1,493,608 |
Principal_Financing_Arrangemen3
Principal Financing Arrangements (Details 2) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Debt due to Laurus [Member] | ||
New Debt Amount | $70,000 | |
Interest rate, minimum | 5.25% | |
Interest rate, maximum | 20.00% | |
Debt assigned to third party | 100,000 | |
Payments on notes | 30,000 | |
Convertible Debt due to Factor Fund [Member] | ||
Original Principal amount | 6,368,078 | |
Payment on note | 250,000 | |
Cancellation of convertible debenture | 35,000 | |
Debt assigned to third party | 350,000 | |
Payments on notes | 150,000 | |
Convertible Debt due to Factor Fund [Member] | Amendment #1[Member] | ||
Original Principal amount | 1,000,000 | |
Interest rate, minimum | 6.00% | |
Note, fair value | 1,703,423 | |
Unamortized Debt discount | 1,000,000 | |
Change in fair value of derivative liability | 703,423 | |
Convertible Debt due to Factor Fund [Member] | Amendment #2[Member] | ||
Original Principal amount | 1,000,000 | |
Interest rate, minimum | 2.00% | |
Bridge Notes [Member] | ||
Original Principal amount | 50,000 | |
New Notes [Member] | ||
Original Principal amount | 665,000 | |
New Debt Amount | 99,360 | |
Proceeds from note | 300,000 | |
Interest rate, minimum | 6.00% | |
Note, fair value | 1,103,940 | |
Finders fee | 68,640 | |
Debt interest expense | 478,940 | |
Original issue discount | 100,000 | |
Unamortized Debt discount | 625,000 | |
Conversion rate, minimum | 60.00% | |
New Notes [Member] | Amendment #2[Member] | ||
Original Principal amount | 634,600 | |
New Debt Amount | 250,000 | |
New Notes [Member] | Amendment #1[Member] | ||
Original Principal amount | 280,190 | |
New Debt Amount | 250,000 | |
Convertible debt with a fixed conversion rate [Member] | ||
Original Principal amount | 94,500 | |
New Debt Amount | 201,000 | 144,839 |
Proceeds from note | 63,000 | |
Conversion rate, minimum | 0.01% | |
Convertible debt with a fixed conversion rate [Member] | Past Due Notes #1 [Member] | ||
Original Principal amount | 138,000 | |
New Debt Amount | 201,000 | |
Interest rate, minimum | 18.00% | |
Conversion rate, minimum | 1.50% | |
Conversion rate, maximum | 2.00% | |
Convertible debt with a fixed conversion rate [Member] | Past Due Notes #1[Member] | ||
Original Principal amount | 144,839 | |
New Debt Amount | 144,839 | |
Convertible debt with a fixed conversion rate [Member] | CEO Notes [Member] | ||
Original Principal amount | 31,000 | |
Interest rate, minimum | 0.00% | |
Interest rate, maximum | 24.00% | |
Converted principal, amount | 31,000 | |
Converted principal shares of common stock | 11,000,000 | |
Conversion rate, minimum | 0.10% | |
Conversion rate, maximum | 0.50% | |
Convertible debt with a varialble conversion rate for cash[Member] | ||
Original Principal amount | 152,500 | 135,000 |
New Debt Amount | 179,770 | 37,500 |
Proceeds from note | 60,000 | |
Interest rate, minimum | 8.00% | |
Note, fair value | 163,714 | 287,860 |
Debt interest expense | 152,860 | |
Original issue discount | 152,102 | |
Change in fair value of derivative liability | 11,612 | |
Convertible Debt due to Various Lenders [Member] | ||
Original Principal amount | 67,750 | |
New Debt Amount | 448,520 | 250,089 |
Interest rate, minimum | 0.00% | |
Interest rate, maximum | 12.75% | |
Other Short term debt due to various lenders [Member] | ||
Original Principal amount | 170,496 | 241,730 |
Proceeds from note | 114,000 | 50,000 |
Interest rate, minimum | 0.00% | |
Interest rate, maximum | 17.00% | |
Debt interest expense | 78,275 | 28,264 |
Payments on notes | 167,980 | 36,034 |
Cash advances on notes | $67,196 | $100,428 |
Derivative_Liabilities_Embedde
Derivative Liabilities - Embedded Derivative Instruments 2014 (Details) (USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Variable convertible debt [Member] | |
Derivative Liability, beginning balance | $1,467,182 |
Initial valuation of derivative liabilities upon issuance of new securities | 230,836 |
Change in fair value of derivative liabilite | -956,277 |
Conversion of debt to equity | -213,961 |
Derivative Liability, ending balance | 527,781 |
Tainted convertible debt [Member] | |
Derivative Liability, beginning balance | 139,953 |
Initial valuation of derivative liabilities upon issuance of new securities | 155,179 |
Change in fair value of derivative liabilite | -188,886 |
Derivative Liability, ending balance | 106,246 |
Tainted warrants [Member] | |
Derivative Liability, beginning balance | 198,035 |
Change in fair value of derivative liabilite | -192,723 |
Derivative Liability, ending balance | 5,312 |
Derivative Instrument [Member] | |
Derivative Liability, beginning balance | 1,805,170 |
Initial valuation of derivative liabilities upon issuance of new securities | 386,016 |
Change in fair value of derivative liabilite | -1,337,886 |
Conversion of debt to equity | -213,961 |
Derivative Liability, ending balance | $639,339 |
Derivative_Liabilities_Embedde1
Derivative Liabilities - Embedded Derivative Instruments 2013 (Details) (USD $) | 12 Months Ended |
Nov. 30, 2013 | |
Variable convertible debt [Member] | |
Derivative Liability, beginning balance | $361,760 |
Initial valuation of derivative liabilities upon issuance of new securities | 3,053,408 |
Change in fair value of derivative liabilite | -661,319 |
Conversion of debt to equity | -1,286,667 |
Derivative Liability, ending balance | 1,467,182 |
Tainted convertible debt [Member] | |
Derivative Liability, beginning balance | 264,189 |
Change in fair value of derivative liabilite | -83,036 |
Conversion of debt to equity | -207,272 |
Derivative Liability, ending balance | 139,953 |
Tainted warrants [Member] | |
Derivative Liability, beginning balance | 27,973 |
Initial valuation of derivative liabilities upon issuance of new securities | -163,169 |
Change in fair value of derivative liabilite | 6,893 |
Derivative Liability, ending balance | 198,035 |
Embedded derivative liablities [Member] | |
Derivative Liability, beginning balance | 653,922 |
Initial valuation of derivative liabilities upon issuance of new securities | 3,216,577 |
Change in fair value of derivative liabilite | -571,390 |
Conversion of debt to equity | -1,493,939 |
Derivative Liability, ending balance | $1,805,170 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Convertible debt with a variable conversion feature [Member] | Minimum [Member] | ||
Expected term | 0 years 0 months 1 day | 0 years 7 months 0 days |
Volatility rate | 171.00% | 229.00% |
Discount rate | 1.00% | 1.00% |
Dividends | $0 | $0 |
Convertible debt with a variable conversion feature [Member] | Maximum [Member] | ||
Expected term | 0 years 9 months 0 days | 3 years |
Volatility rate | 339.00% | 283.00% |
Discount rate | 1.00% | |
Tainted conventional convertible debt [Member] | Minimum [Member] | ||
Expected term | 0 years | 0 years 1 month |
Volatility rate | 171.00% | 232.00% |
Discount rate | 1.00% | 1.00% |
Dividends | $0 | $0 |
Tainted conventional convertible debt [Member] | Maximum [Member] | ||
Expected term | 0 years 7 months 5 days | 0 years 3 months 3 days |
Volatility rate | 339.00% | 243.00% |
Stock Options [Member] | Minimum [Member] | ||
Expected term | 0 years 1 month | 0 years 0 months 1 day |
Volatility rate | 339.00% | 232.00% |
Discount rate | 1.00% | 1.00% |
Dividends | $0 | $0 |
Stock Options [Member] | Maximum [Member] | ||
Expected term | 6 years 5 months 0 days | 7 years 5 months |
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Details) (USD $) | 12 Months Ended |
Nov. 30, 2014 | |
Stock Based Compensation Plans (Textual) | |
Stock based compensation expense | $1,614,001 |
Defined_Benefit_Plan_Details_N
Defined Benefit Plan (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Defined Benefit Plan (Textual) | ||
Total outstanding amount due to PBGC including accrued interest | $2,001,984 | $1,904,544 |
Number of former employees covered under defined benefit plan | 40 |
Equity_Details
Equity (Details) (USD $) | 12 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Apr. 13, 2014 | |
Stockholder's Equity (Textual) | |||
Gain on restructuring | $2,714,461 | ||
Preferred stock, par value | $0.00 | $0.00 | |
Preferred stock, shares authorized | 21,000,010 | 1,000,000 | |
Preferred stock, shares outstanding | 51 | 51 | |
Preferred voting rights | (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock | ||
Common stock, par value | $0.00 | $0.00 | |
Common stock, shares authorized | 8,978,999,990 | 800,000,000 | 1,500,000,000 |
Debt converted to common stock, value | 297,484 | 410,739 | |
Debt Settlement [Member] | |||
Stockholder's Equity (Textual) | |||
Outstanding principal debt converted into common shares | 297,730 | 13,277 | |
Gain on restructuring | 213,961 | 1,493,939 | |
Debt converted to common stock, share | 390,000,000 | 1,291,878 | |
Convertible notes to third parties [Member] | |||
Stockholder's Equity (Textual) | |||
Outstanding principal debt converted into common shares | 277,500 | ||
Debt converted to common stock, value | 278,800 | ||
Debt converted to common stock, share | 203,000,000 | ||
CEO [Member] | |||
Stockholder's Equity (Textual) | |||
Outstanding principal debt converted into common shares | 10,565 | ||
Gain on restructuring | 1,065 | ||
Debt converted to common stock, value | 9,500 | ||
Debt converted to common stock, share | 5,000,000 | ||
Series E Preferred Stock [Member] | |||
Stockholder's Equity (Textual) | |||
Preferred stock, shares authorized | 10,000,000 | ||
Series F Preferred Stock [Member] | |||
Stockholder's Equity (Textual) | |||
Preferred stock, shares authorized | 10,000,000 | ||
Debt converted to common stock, value | 10,000 | ||
Debt converted to common stock, share | 10,000,000 | ||
Series G Preferred Stock [Member] | |||
Stockholder's Equity (Textual) | |||
Preferred stock, shares authorized | 10,000,000 | ||
Debt converted to common stock, value | $10,000 | ||
Debt converted to common stock, share | 10,000,000 | ||
Series H Preferred Stock [Member] | |||
Stockholder's Equity (Textual) | |||
Preferred stock, shares authorized | 80,000,000 |
Equity_Stock_Options_Details_U
Equity - Stock Options (Details) (USD $) (Stock Options [Member], USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Summary of outstanding options | ||
Number of Shares, Outstanding, Beginning balance | 23,793,000 | 14,450,500 |
Number of Shares, Granted | 10,000,000 | |
Number of Shares, Exercised/ cancelled | -5,993,000 | -657,500 |
Number of Shares, Outstanding, Balance | 17,800,000 | 23,793,000 |
Number of Shares, Exercisable | 7,800,000 | 9,626,333 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $0.03 | |
Weighted-Average Exercise Price, Granted | $0.01 | |
Weighted-Average Exercise Price, Exercised/ cancelled | $0.08 | $0.22 |
Weighted-Average Exercise Price, Outstanding, Balance | $0.01 | $0.03 |
Weighted-Average Exercise Price, Exercisable | $0.01 | $0.06 |
Weighted average contractual life | 0 years 9 months 3 days | |
Minimum [Member] | ||
Summary of outstanding options | ||
Exercise Price Per Share, Outstanding, Beginning balance | $0.01 | $0.01 |
Exercise Price Per Share, Granted | $0.01 | |
Exercise Price Per Share, Exercised/canceled | $0.01 | $0.10 |
Exercise Price Per Share, Outstanding, Balance | $0.01 | $0.01 |
Exercise Price Per Share, Exercisable | $0.01 | $0.01 |
Maximum [Member] | ||
Summary of outstanding options | ||
Exercise Price Per Share, Outstanding, Beginning balance | $2.40 | $2.65 |
Exercise Price Per Share, Granted | ||
Exercise Price Per Share, Exercised/canceled | $2.40 | $2.65 |
Exercise Price Per Share, Outstanding, Balance | $0.10 | $2.40 |
Exercise Price Per Share, Exercisable | $0.10 | $2.40 |
Equity_Warrants_Details
Equity - Warrants (Details) (Warrants Outstanding, USD $) | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2014 | |
Summary of outstanding options | ||
Number of Shares, Outstanding, Beginning balance | 7,792,500 | 63,125,833 |
Number of Shares, Granted | 55,333,333 | |
Number of Shares, Outstanding, Balance | 63,125,833 | 63,125,833 |
Number of Shares, Exercisable | 63,125,833 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $0.10 | $0.02 |
Weighted-Average Exercise Price, Granted | $0.01 | |
Weighted-Average Exercise Price, Outstanding, Balance | $0.02 | $0.02 |
Weighted-Average Exercise Price, Exercisable | $0.02 | |
Minimum [Member] | ||
Summary of outstanding options | ||
Exercise Price Per Share, Outstanding, Beginning balance | $0.10 | $0.01 |
Exercise Price Per Share, Granted | $0.01 | |
Exercise Price Per Share, Outstanding, Balance | $0.01 | $0.01 |
Maximum [Member] | ||
Summary of outstanding options | ||
Exercise Price Per Share, Outstanding, Beginning balance | $0.20 | $1.20 |
Exercise Price Per Share, Granted | $0.01 | |
Exercise Price Per Share, Outstanding, Balance | $1.20 | $1.20 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Deferred tax assets, net: | ||
Net operating loss carryforwards | $10,930,000 | $9,233,000 |
Allowance for doubtful accounts | 1,000 | |
Accrued pension | 680,000 | 648,000 |
Interest | 560,000 | 1,078,000 |
Other | 10,000 | 9,000 |
Deferred tax assets, Gross | 12,180,000 | 10,969,000 |
Valuation allowance | 12,180,000 | 10,969,000 |
Net deferred assets |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Summary of reconciliation of tax provisions with statutory Federal income tax rates | ||
Statutory Federal income tax rate | 34.00% | 34.00% |
Reduction of tax attributes due to discharge of indebtedness | -34.00% | -34.00% |
Effective tax rate |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards for federal income tax purposes | $32,000,000 | $33,000,000 |
Operating loss carryforwards, expiration dates | Expire in the years 2014 through 2034. | |
Gain on debt forgiveness not included in taxable income under section 108(a) of the Internal Revenue Code | $2,700,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Nov. 30, 2014 | Nov. 30, 2013 |
Summary of derivative liabilities at fair value | ||
Restricted securities | $1,040,000 | |
Derivative liability | 639,339 | 1,805,170 |
Fair Value, Inputs, Level 1 [Member] | ||
Summary of derivative liabilities at fair value | ||
Restricted securities | 1,040,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Summary of derivative liabilities at fair value | ||
Derivative liability | $639,339 | $1,805,170 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Change in level 3 | $110,000 | |
Fair Value of Derivative [Member] | Minimum [Member] | ||
Expected term | 0 years 0 months 1 day | 0 years 0 months 1 day |
Volatility rate | 339.00% | 232.00% |
Discount rate | 1.00% | 1.00% |
Dividends | $0 | $0 |
Fair Value of Derivative [Member] | Maximum [Member] | ||
Expected term | 6 years 5 months 0 days | 7 years 5 months 0 days |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $9,075 | $11,709 |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Summary of net income loss per common share | ||
Net income (loss) | ($458,798) | $443,657 |
Interest expense attributable to convertible notes, net | 471,975 | |
Net income plus interest expense attributable to convertible notes, net - numerator diluted | ($458,798) | $915,632 |
Weighted average common shares outstanding - denominator basic | 980,488,901 | 633,006,599 |
Effect of dilutive securities, stock options and preferred stock | 1,197,661,667 | |
Weighted average dilutive common shares outstanding - denominator diluted | 980,488,901 | 1,830,668,266 |
Earnings (loss) per common share - basic | $0 | $0 |
Earnings (loss) per common share - diluted | $0 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Related Party Transactions (Textual) | ||
Consultant fees | $126,500 | $191,500 |
Amount owed by the company | 0 | 18,750 |
Officers wages | 6,000 | 11,500 |
Cash received for warrants | 68,000 | |
Exercise price | $0.01 | |
Common stock issued for acquisition | 40,000,000 | |
Gain on sale of business to related party | 779,645 | |
Chief executive officer | ||
Related Party Transactions (Textual) | ||
Ammount owed to officers | 1,194,021 | 938,216 |
Warrant issued | 25,333,333 | |
Chief financial officer | ||
Related Party Transactions (Textual) | ||
Ammount owed to officers | $20,000 | $39,947 |
Warrant issued | 20,000,000 |
Sale_of_Subsidiary_Details_Nar
Sale of Subsidiary (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Apr. 24, 2015 | |
Notes to Financial Statements | ||
Liabilities of Subsidiary | $111,650 | $640,000 |
Proceeds from sale of subsidiary | 100 | |
Gain on sale of subsidiary | $640,621 |
Sale_of_Subsidiary_Sale_of_Sub
Sale of Subsidiary - Sale of Subsidiary (Details) (USD $) | 12 Months Ended | |
Nov. 30, 2014 | Apr. 24, 2015 | |
Notes to Financial Statements | ||
Accounts payable | $443,898 | |
Customer deposits | 52,411 | |
Accrued expenses and other current liabilities | 111,650 | 640,000 |
Note payable | 32,642 | |
Total liabilities | 640,521 | |
Cash received | 100 | |
Gain | $640,621 |
Partial_Sale_of_a_Business_Par
Partial Sale of a Business - Partial sale of a business (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Apr. 15, 2015 | Nov. 30, 2014 | |
Notes to Financial Statements | ||
Revenue | $519,808 | |
Loss from operations | -855,730 | |
Net income (loss) | -463,952 | |
Income (loss) per share | $0 | |
Consideration from sale | $272,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | |||
Nov. 30, 2014 | Nov. 30, 2013 | Apr. 21, 2015 | Apr. 15, 2015 | |
Total outstanding amount due to PBGC including accrued interest | $2,001,984 | $1,904,544 | ||
Commmon stock, outstanding | 1,194,549,997 | 799,549,997 | ||
Subsequent event [Member] | ||||
Common stock for acquisition | 1,000,000,000 | |||
Convertible debt in default | 63,000 | |||
Converted principal shares of common stock | 2,129,509,324 | |||
Total outstanding amount due to PBGC including accrued interest | 2,001,984 | |||
Principal amount | 100,000 | |||
Payment on note | $25,000 | |||
Frequency of payments | quarterly | |||
Commmon stock, outstanding | 4,324,059,321 |