UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

Form FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 20182023

x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from November 1, 2017_______________ to November 30, 2017_______________.

Commission file number 000-000-5587555875

Renewable Innovations, Inc.

(Exact name of registrant as specified in its charter)

(201) 845-7001

(Registrant’s telephone number, including area code)code (801) 406-6740

October 31

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingprevious 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes¨ ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)x. Yes¨ ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨ ☐	Accelerated filer	¨ ☐
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		☐	Smaller reporting company Emerging growth company	☒	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes x☐ No ☒

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes    ¨ No

Applicable only to corporate issuers

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 23, 2018,June 7, 2023, there were 1006,734,120 shares of common stock, $0.0001 par value, issued and outstanding.

NESTBUILDER.COM CORP.

RENEWABLE INNOVATIONS, INC.

TABLE OF CONTENTS

Introductory Note:

Nestbuilder.com Corp., a Nevada corporation, is referred to herein as the “Company,” “Nestbuilder,” “we,” “us,” “our,” and words of similar import.

Change in Fiscal Year-End

On October 28, 2017, our Board of Directors approved a change of our fiscal year-end from a fiscal year-end of October 31 to a fiscal year-end of November 30. In connection with the change of our fiscal year-end, we had a 30-day transition period from November 1, 2017 to November 30, 2017.

Availability of Transition Period Financial Statements

We have included unaudited financial statements for the one month transition period ended November 30, 2017 in this Quarterly Report on Form 10-Q. We intend to filed audited financial statements for the one month transition period ended November 30, 2017 in our Annual Report on Form 10-K for the year ended November 30, 2018.

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PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the headingheading: “Management’s Discussion and Analysis of Financial Condition or Planand Results of Operation.Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

RENEWABLE INNNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

RENEWABLE INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

ITEM 1 Financial Statements

RENEWABLE INNOVATIONS, INC.

NESTBUILDER.COM CORP.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

BALANCE SHEETS(UNAUDITED)

(UNAUDITED)

		February 28,				November 30,
		2018				2017
Assets
Current Assets
Cash		$	99,279			$	21,665
Accounts receivable, net of allowance for doubtful accounts			9,558				8,603
Marketable securities			26,000				-
Prepaid expenses			3,300				3,.300
Total current assets			138,137				33,568
Total assets		$	138,137			$	33,568
Liabilities and Stockholder’s Deficit
Current Liabilities
Accounts payable and accrued expenses		$	375,571			$	388,090
Total current liabilities			375,571				388,090
Total liabilities			375,571				388,090
Commitments and Contingencies (Note 9)
Stockholder’s Deficit
Preferred stock, $0.0001 par value 25,000,000 shares authorized; 0 shares issued and outstanding at February 28, 2018 and November 30, 2017, respectively
Common stock, $0.0001 par value; 250,000,000 shares authorized; 100 shares issued and outstanding at February 28, 2018 and November 30, 2017, respectively			-				-
			-				-
Additional paid-in-capital			(34,533	)			(34,533	)
Accumulated deficit			(202,901	)			(319,989	)
Total stockholder’s deficit			(237,434	)			(354,522	)
Total liabilities and stockholder’s deficit		$	138,137			$	33,568

The accompanying unaudited notes should be read in conjunction with these unaudited consolidated condensed consolidated financial statements.

RENEWABLE INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statementsstatements.

RENEWABLE INNOVATIONS, INC.

NESTBUILDER.COM CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

		For the one month ended								For the three months ended
		November 30,								February 28,
		2017				2016				2018				2017
Revenues
Real estate media revenue		$	26,448			$	33,904			$	71,740			$	96,250
Cost of revenues			6,925				26,807				26,358				53,202
Gross profit			19,523				7,097				45,381				43,047
Operating expenses
Salaries and benefits			10,949				9,747				28,042				45,736
Selling and promotions expense			-				170				169				2,035
Depreciation and amortization expense			-				-				-				5,904
General and administrative			6,441				763				19,082				58,597
Total operating expenses			17,390				10,680				47,293				112,272
Operating income (loss)			2,133				(3,583	)			(1,912	)			(69,225	)
Other income (expense)
Unrealized loss on marketable securities			-				-				(6,370	)			-
Gain on legal settlements			-				-				162,370				-
Legal fees in connection with legal settlements											(37,000	)
Total other income (expense)			-				-				119,000				-
Net income (loss)		$	2,133			$	(3,583	)		$	117,088			$	(69,225	)
Weighted average number of shares outstanding			100				100				100				100
Basic and diluted net loss per share		$	21.33			$	(35.80	)		$	1170.88			$	(692.25	)

The accompanying notes are an integral part of these unaudited financial statements.

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NESTBUILDER.COM CORP.

Statements of Cash Flows

(UNAUDITED)

		For the one month ended								For the three months ended
		November 30,								February 28,
		2017				2016				2018				2017
Cash flows from operating activities:
Net income (loss)		$	2,133			$	(3,583	)		$	117,088			$	(69,225	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized loss on marketable securities			-				-				6,370				-
Amortization and depreciation			-				-				-				5,904
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable			(961	)			12,533				(955	)			(880	)
Increase (decrease) in accounts payable and accrued expenses			(8,317	)			(22,404	)			(12,519	)			4,412
Net cash provided by (used in) operating activities			(7,145	)			(13,434	)			109,984				(59,789	)
Cash flows from investing activities:
Increase in marketable securities			-				-				(32,370	)			-
Net cash used in investing activities			-				-				(32,370	)			-
Cash flows from financing activities:
Contribution (to) from Parent			-				-				-				86,711
Net cash provided by (used in) financing activities			-				-				-				86,711
Net increase (decrease) in cash			(7,145	)			(13,434	)			77,614				26,652
Cash at beginning of period			28,810				25,933				21,665				12,499
Cash at end of period		$	21,665			$	12,499			$	99,279			$	39,151
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	-			$	-			$	-			$	-
Income taxes		$	-			$	-			$	-			$	-

The accompanying notes are an integral part of these unaudited financial statements.

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NESTBUILDER.COM CORP.

NOTES TO THECONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TRANSITION PERIOD FROM NOVEMBERNOTE 1 2017 TO NOVEMBER 30, 2017

AND THE THREE MONTHS ENDED FEBRUARY 28, 2018

(Unaudited)

NOTE 1: – ORGANIZATION AND NATURE OF BUSINESS

Organization

We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (Realbiz 360). The assets of these divisions were used to create a new suite of real estate products and services that create stickiness through the utilization of video, social media and loyalty programs. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites.

We are currently a wholly-owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation (“RealBiz”). We were formed for the purpose of receiving certain assets and liabilities of RealBiz in furtherance of the spin-off described in that certain Agreement dated December 12, 2016, as amended and restated by that certain Amended and Restated Agreement dated January 2, 2017, by and among RealBiz, Anshu Bhatnagar and Alex Aliksanyan (the “Amended Agreement”), and that certain Memorandum of Understanding dated December 29, 2016 between Mr. Bhatnagar and Mr. Aliksanyan (the “MOU”). Mr. Bhatnagar is the Chief Executive Officer or RealBiz and Alex Aliksanyan is the Chief Executive Officer of Nestbuilder.

Following our formation, a dispute arose between Mr. Bhatnagar and Mr. Aliksanyan with regard to control of a bank account set aside per the Amended Agreement and the MOU to hold cash related to the business operations to be spun-off. On April 14, 2017, Mr. Aliksanyan filed an Emergency Motion for Temporary Restraining Order in the Circuit Court for Montgomery County, Maryland (case number 431801-V). On April 17, 2017, the Court issued a Temporary Restraining Order preventing Mr. Bhatnagar from taking any action that was not in conformity with the terms of the Amended Agreement and the MOU.

On October 27, 2017, a Contribution and Spin-Off Agreement (the “Spin-Off Agreement”) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar. Mr. Bhatnagar, in his capacity as an individual, entered into the Spin-Off Agreement for the sole purpose of agreeing to sell back to Nestbuilder for nominal consideration any shares he and his affiliates might receive in the distribution described below, as set forth in Section 2.3 of the Spin-Off Agreement, which section was subsequently amended as described below. Pursuant to the Spin-Off Agreement, Nestbuilder and RealBiz agreed, among other things, to use commercially reasonable efforts to effectuate a pro rata distribution of Nestbuilder common stock to RealBiz stockholders. In addition, in furtherance of the separation and distribution described in the Spin-Off Agreement, RealBiz contributed to Nestbuilder certain of its assets, including all tangible and intangible assets related to its digital media and marketing services for the real estate industry. On January 29, 2018, Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar entered into that certain First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the “First Amendment”), whereby Section 2.3 of the Spin-Off Agreement was amended so that Mr. Bhatnagar is required to sell shares he and his affiliates receive in the distribution of Nestbuilder common stock to RealBiz stockholders only upon delivery of written notice by Nestbuilder to Mr. Bhatnagar requesting such sale back to Nestbuilder, which notice cannot be given less than 60 days after the distribution.

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On January 24, 2018, the board of directors of RealBiz authorized and approved (i) the pro rata distribution of NestBuilder common stock to the stockholders of RealBiz (the “Spin Off Dividend”) with a record date to be the close of business on such date which is the first Friday following the date on which the SEC declares the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto effective (the “Record Date”) and no stop order suspending that effectiveness is in effect, and no proceedings for such purpose are pending before or threatened by the SEC; (ii) a distribution date of the Spin-Off Dividend on the third Friday following the Record Date; and (iii) the following distribution ratio with respect to the Spin Off Dividend: Each holder of common stock of RealBiz will receive one share of Nestbuilder common stock for every 300 shares of common stock of RealBiz held on the Record Date. NestBuilder’s registration statement on Form 10 automatically became effective on February 20, 2018. On April 3, 2018, the board of directors of RealBiz authorized and approved the new record date of April 25, 2018 and the new distribution date of May 18, 2018 in order to provide additional time for the completion of the Securities and Exchange Commission’s review of the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto and the delivery of proper notice of the Spin Off Dividend to the Financial Industry Regulatory Authority.

Cost Allocations

Historically, RealBiz Media Group, Inc. has charged its operating subsidiaries for various corporate costs incurred in the operation of the business based on the specific identification of the expense. Accordingly, no significant additional cost allocations were necessary for the preparation of these financial statements. Actual costs that would have been incurred if Nestbuilder.com Corp. had been a standalone company would depend on multiple factors, including organizational structure, capital structure, and strategic decisions made in various areas, including information technology and infrastructure. Transactions between Realbiz Media Group, Inc. and Nestbuilder.com Corp. have been included as related party transactions in these financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the Statements of Cash Flows as a financing activity and in the Balance Sheet as Parent Net Investment.

Nature of Business

We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (Realbiz 360). The assets of these divisions were used to create a new suite of real estate products and services that create stickiness through the utilization of video, social media, and loyalty programs. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web, mobile, and TV. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites.

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Products and Services

We currently offer the following products and services:

Enterprise Video Production: We service some of the largest and well known franchisor accounts in the North America Real Estate Market in compiling listings into a Video format and distributing to those franchisor’s websites, brokers and agents and lead generation platforms 24/7. Some of these multiyear contracts produced over 10 million video listings from 2012-2014. These volumes, however, have declined in 2016 and 2017. We currently have the ability to produce over 15,000 videos per day and have exclusive agreements with key players such as NRT systems.

Nestbuilder Agent 2.0 (formerly PowerAgent): Nestbuilder Agent 2.0 is a newly developed comprehensive marketing toolset for the professional real estate agent which utilizes our proprietary video technology to allow any agent to create videos for their listings, edit them with music and an introduction and market the videos through multiple sources.

The Virtual Tour (VT) and Microvideo App (MVA): These programs were developed and implemented to allow agents to access specific video based product strategies that are designed specifically to increase the SEO rank and traffic credit to real estate franchise systems and/or their brokers. The MVA is a proprietary video widget marketing application designed to deliver video and integrate SEO strategies, traffic generation, e-mail, lead generation with mobile-friendly viewing. This solution gives those franchises and brokers a much needed tool to lower their cost of prospect acquisition.

ReachFactor: Our social media and marketing platform under the “ReachFactor” brand name offers a variety of solutions to agents and brokers such as web design and web hosting.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial informationinclude the accounts of Renewable Innovations, Inc. (a Nevada Corporation) formerly named Nestbuilder.com Corp. and withits wholly owned subsidiary, Renewable Innovations Corp. (a Delaware corporation) formerly known as Renewable Innovations Inc. The Consolidated entity is hereafter referred to as “we,” “us,” “Renewable Innovations,” or the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.“Company”. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, (all of which are of a normal and recurring nature) consideredin nature, necessary for a fair presentation have been included. Operating results forfinancial statement presentation. Amounts related to inventory, contract assets, contract liabilities, and expenses in the three months ended February 28, 2018 are not indicative of the results that may be expected for the year ending November 30, 2018 or for any other future period. These unauditedcondensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes thereto should be read in conjunction with the auditedRenewable Innovations Inc. Delaware corporation annual financial statements and accompanying notes thereto included in Amendment No. 3its Nestbuilder.com Corp second Amended Form 8-K/A file on June 9, 2023.

The unaudited condensed consolidated statement of operations for the period ended February 28, 2023 and the unaudited consolidated balance sheet as of February 28, 2023 include the operations, assets, and liabilities of Nestbuilder.com Corp. and NB Merger Corp. The effects of the merger with Nestbuilder.com are included herein. Any intercompany transactions have been eliminated in consolidation.

We describe our significant accounting policies in Note 2 of the notes to the Company’s registration statement on Form 10/financial statements in our second Amended 8-K/A for the year ended October 31, 2017,November 30, 2022. During the three-month period ended February 28, 2023, there were no significant changes to those accounting policies.

On December 1, 2022, Renewable Innovations, Inc. (a Delaware corporation) was acquired by Nestbuilder.com Corp, in a transaction accounted for as a recapitalization of Renewable Innovations Inc. (a Delaware corporation). The effects of the recapitalization were retrospectively applied to all periods presented in the accompanying unaudited consolidated financial statements. We discuss the acquisition in further detail in Note 8.

Certain amounts presented on the comparative 2022 financial statements reflect restated numbers from the 10-K/A and 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2018.June 9, 2023.

On February 28, 2023 all operations of Nestbuilder.com Corp were discontinued. Management does not believe this will have a material impact on the financial operations of the Company moving forward.

Use of Estimates

The preparation of abbreviatedthe financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuredisclosures of contingent assets and liabilities at the date of the abbreviated financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Significant accounting estimates reflected in the Company’s financial statements include allowance for doubtful accounts, revenue recognition, contract liabilities, useful lives of property, plant and equipment and fair value of lease liability and right of use assets, and inventory obsolescence. The Company utilizes fair value estimates for the calculation of stock-based compensation for applicable warrants and restricted stock awards. Actual results could differ from those estimates. If actual results significantly differ

Recent Accounting Pronouncements

In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the Company’s estimates,requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The Company adopted the new standards on December 1, 2022. The adoption of this standard may allow the Company, in the future and in certain circumstances, to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the bad debt allowance of accounts receivable and deferred tax asset allowance.statements.

Cash and Cash Equivalents

For purposesIn June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of net assets contributed presentation,Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 daysis required to present certain financial assets carried at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be cashcollected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and cash equivalents. There were no cash equivalents asreasonable and supportable forecasts that affect the collectability of February 28, 2018 and November 30, 2017.

Accounts Receivable

the reported amount. This ASU is effective December 1, 2023 for the Company. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. Inis evaluating the levelimpact on the adoption of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events, andthis standard.

All other factors. As the financial condition of these parties change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionallynewly issued accounting pronouncements, but not yet effective, have been within its expectations. The Company has determined the allowance for doubtful accounts to be $173 at February 28, 2018 and November 30, 2017.deemed either immaterial or not applicable.

Property and EquipmentNet Loss Per Common Share

All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred,Net loss per share is provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company incurred depreciation expense of $0 and $5,904 for the three months ended February 28, 2018 and 2017, respectively.

Impairment of Long-Lived Assets

In accordance with Accounting Standards Codification 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of February 28, 2018 and November 30, 2017.

Website Development Costs

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”FASB ASC 260-10, “Earnings per Share”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.

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Fair Value of Financial Instruments

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s abbreviated financial statements.

Fair Value of Financial Instruments (continued)

ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Revenue Recognition

The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exits; (2) delivery has occurred or services have been rendered; (3) the Company’s price to its customer is fixed or determinable and (4) collectability is reasonably assured.

The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. Customers may pay a monthly recurring fee or an annual fee. Some customers additionally pay a one-time set up fee. Monthly recurring fees are recognized in the month the service is rendered. Collection of one-time set up fees and annual services fees give rise to recognized monthly revenue in the current month.

Cost of Revenues

Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks.

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Advertising Expense

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended February 28, 2018 and 2017 was $169 and $2,035, respectively.

Share-Based Compensation

The Company computesBasic net loss per common share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”EPS”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of February 28, 2018.

Marketable securities

In January 2018, as part of the Monaker lawsuit settlement, the company received $32,370 of their common shares, which we have classified as “available for sale” securities. Pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” our marketable securities are marked to market on a quarterly basis, with unrealized gains and losses being reflected as a component of other income.

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Earnings Per Share

Basic earnings per share is computed by dividing net income attributableavailable to common stockholders by the weighted averageweighted-average number of common shares of common stock outstanding duringfor the period.

Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended February 28, 2023 and 2022 were 6,135,302 and 0 respectively. For the quarter ended February 28, 2023, the diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. The following table puts forth the potentially dilutive securities excluded from the computation of diluted net loss per share for the quarter ended February 28, 2023, because such securities have an anti-dilutive impact due to losses reported.

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

The diluted earnings per share for the quarter ended February 28, 2022 included 2,155,684 shares of preferred stock that were convertible to 215,568,400 shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive.stock.

Concentrations, Risks and Uncertainties

The Company’s operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the codification. Additionally, this ASU supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The guidance’s core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue principles, an entity will identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue when the performance obligation is satisfied. The ASU further states that an entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this ASU are effective for annual reporting periods (including interim reporting periods within those periods) beginning after January 15, 2017, for public companies. Early adoption is not permitted. The Company is still evaluating the provisions of ASU 2014-09 and its impact on the Company’s financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. The Company has adopted this standard effective for the year ending November 30, 2017. There was no impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In September, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) which amends certain aspects of the new lease standard. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805)NOTE 2 – Clarifying The Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360—Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying abbreviated financial statements.

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared onassuming that we will continue as a going concern basis, which contemplates the realizationconcern. As of assets and the satisfaction of liabilities in the normal course of business.

At February 28, 2018,2023, the Company had a working capital deficit of $237,434 andan accumulated deficit of $202,901. It is management’s opinion that these$3,903,403 and a net loss of $371,262 for the quarter then ended. These facts and others raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing.filing. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary shouldif the Company beis unable to continue as a going concern.

Management’s plan of operations includes, but is not limited to, the following:

NOTE 3 – CONCENTRATIONS

For the three-months ended February 28, 2023 and 2022, two customers accounted for 97% and 100% respectively, of the Company’s revenues.

Accounts receivable at February 28, 2023 and November 30, 2022 are made up of trade receivables due from customers in the ordinary course of business. Three customers account for 98% of the accounts receivable balance at February 28, 2023 and two customers represented 100% of the balance of accounts receivable at November 30, 2022.

For the three months ended February 28, 2023 three vendors made up 80% of our purchases. For the three months ended February 28, 2022 one vendors made up 74% or our purchases.

NOTE 4 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLES

The accounts receivable balance is made up of trade receivables due from customers in the ordinary course of business.

NOTE 5 – INVENTORY

As of February 28, 2023 and November 30, 2022 inventory consisted of $561,491, and $347,207, respectively in Raw Materials Inventory.

In order to meet its working capital needs throughNOTE 6 – SHORT-TERM NOTE PAYABLE

During the next twelve months and to fund the growth of our business,quarter ended February 28, 2023 the Company may consider plansengaged in negotiations with an outside investor to raise additional funds throughacquire debt. While the issuancenegotiations were taking place, before a contract was settled, the investor lent the Company $300,000 on February 13, 2023. There was no contract, no interest, and no payment schedule associated with this loan. This amount was included as part of additionalthe principal on the debt when the contract was finalized subsequent to the reporting period—see Note 9 for more details.

NOTE 7 – STOCKHOLDERS’ EQUITY

On December 1, 2022, the Company amended the Series A Preferred Stock to be designated “Series A Convertible Preferred Stock.” These Series A Convertible Preferred Stock shares have preferential dividend rights in noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock. Holders of these Series A Preferred Stock are to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of such dividend. Series A Convertible Preferred Stock shares are also amended to have liquidation rights where holders of each share shall be entitled to participate with the holders of shares of common or preferredstock then outstanding, pro rata according to the number and preferences of the shares of common stock and Series A Convertible Preferred Stock as converted to common stock shares. Series A Convertible Preferred Stock shares are also amended to have an optional right of conversion into one hundred shares of common stock, and automatic conversion rights. Automatic conversion rights shall be exercised into one hundred shares of common stock at the earliest of (i) a reorganization or through the issuanceany other consolidation or merger of debt instruments. Although the Company intends to obtain additional financing to meet our cash needs,with or into any other person, (ii) any sale, conveyance, transfer or other disposition of all or substantially all of the property, assets or business of the Company (iii) the effectuation of a transaction or series of related transactions in which more than fifty percent of the voting power of the Company is disposed of, (iv) a Form S-1 registration statement filed by the Company with the U.S. Securities and Exchange Commission or other securities regulator for the contemplated sale of securities of the Company has been declared effected, or (v) the Company’s shares have been listed for trading on a Trading Market (other than the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc.). If the Company takes any action to increase or decrease the number of outstanding shares of common stock, then the number of shares of common stock issuable upon the conversion of the Series A Convertible Preferred Stock shall be proportionately increased or decreased as the case may be, unableso that, upon conversion into Common Stock, the percentage interest of any holder of shares of Series A Convertible Preferred Stock shall not be modified from what his, or her or its then current percentage interest in the Company would have been if the Series A Convertible Preferred Stock had been converted into Common Stock immediately prior to secure any additional financingsuch capital change, effective in either case at the close of business on termsthe date that are favorable or acceptablethe capital change becomes effective. Series A Preferred Convertible Preferred Stock were also amended to it,have the number of votes to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at all.the time of voting.

NOTE 4: PROPERTY AND EQUIPMENT

At February 28, 2018 and November 30, 2017 Company’s property and equipment are as follows:As part of the recapitalization, the Company is deemed to have issued 6,090,580 common shares to the original shareholders of Nestbuilder. See further details in Note 8.

The Company has recorded -$0- and $5,904 of depreciation expense for

During the three month periodquarter ended February 28, 20182023, the Company issued 75,000 shares of common stock to a marketing firm in exchange for marketing services. This stock was issued in 25,000-share increments on three separate occasions. These shares were valued at $109,750, which was based on the market value of the common stock on the date of each transaction, multiplied by the number of shares issued.

NOTE 8 – REVERSE ACQUISITION

On December 1, 2022, pursuant to an Agreement and 2017, respectively.Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder (“Parent”), NB Merger Corp. (the “Merger Sub”) a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder, Renewable Innovations, Inc. (the “Company”), a Delaware corporation, Lynn Barney, as the representative of the Company’s securityholders, and Alex Aliksanyan, as the Parent representative, the Parent acquired the Company through the merger of the merger sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of the Parent.

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

In connection with the Merger, the Parent filed articles of merger with the Nevada Secretary of State to change its name to Renewable Innovations, Inc. pursuant to a parent/subsidiary merger between Parent and the Company as a wholly owned non-operating subsidiary, which was established for the purpose of giving effect to this name change.

The Company’s accounts payable

Immediately prior to the Merger, there were 6,090,580 shares of Parent Common Stock issued and accrued expenses are as follows:

NOTE 6: DUE FROM/TO AFFILIATES

During the normal courseoutstanding and warrants outstanding to acquire up to an aggregate of business, our parent, RealBiz, received and/or made advances for operating expenses and various debt obligation conversions to/from its former parent company, Monaker Group, Inc. (“Monaker”).10,135,000 shares of Parent Common Stock. As a result of these transactions, RealBiz has recorded a receivable of $1,287,517 as of February 28, 2018 and November 30, 2017, respectively. On May 11, 2016, RealBiz filed a lawsuit against Monaker seeking collection of this balance. All recoveries and liabilities associated with Monaker lawsuits have been transferred to Nestbuilder pursuantthe Merger, Parent issued to the Contibution and Spin-Off Agreement. Due to uncertainty surrounding our ability to collect this amount, management has elected to record an allowance against the full amount of this receivable. On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 marketable securities of Monaker.

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NOTE 7: RELATED PARTY TRANSACTIONS

Contribution and Spin-Off Agreement

On October 27, 2017, a Contribution and Spin-Off Agreement (the “Spin-Off Agreement”) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar for purposes of Section 2.3 only, as amended by that certain First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018. Below is a brief summary of certain terms and conditionsshareholders of the Spin-Off Agreement:

TransferCompany an aggregate of Assets and Assumption2,155,684 shares of Liabilities. Pursuant to the Spin-Off Agreement, RealBiz contributed to us certainParent Series A Convertible Preferred Stock, par value $0.0001 per share, each share of its assets, including (i) all tangible and intangible assets related to its digital media and marketing services for the real estate industry, and (ii) all right, title and interest in the following lawsuits (collectively, the the “Monaker Lawsuits”): (a) the lawsuit filed by RealBiz against Monaker Group, Inc. (“Monaker”) on May 11, 2016 in the United States District Court for the Southern District of Florida (Case No. 0:16-cv-61017-FAM); (b) the lawsuit filed by Monaker against RealBiz in October 2016 in the 17^th Judicial Circuit for Broward County, Florida (Case No. CACE-16-019818); and, (c) the lawsuit filed by Monaker against RealBiz in November 2016 in the United States District Court for the Southern District of Florida (Case No. 1:16-cv-24978-DLG). In exchange for the contribution of such assets, we issuedwhich is convertible into 100 shares of our common stock, constituting 100% of our issuedParent Common Stock and outstanding common stock, to RealBiz.

We assumed from RealBiz all liabilities of RealBiz accruing before January 2, 2017, and all liabilities arising out of or relating to the assets contributed to us in accordance with the Spin-off Agreement. We expressly did not assume RealBiz liabilities accruingvotes on or after January 2, 2017, and arising from acts, omissions, or agreements occurring on or after January 2, 2017 andan as converted basis, which are not related to the assets or the business contributed to us by RealBiz in accordance with the Spin-off Agreement.

The Distribution. We and RealBiz agreed to use commercially reasonable efforts to effectuaterepresents a pro rata distribution of our common stock to RealBiz stockholders. We further agreed that the record date for determining stockholders entitled to receive shares in connection with the distribution of our common stock will be determined by the Board of Directors of RealBiz as soon as practicable97% voting interest immediately following the effectiveness of our Registration Statement on Form 10. We further agreed that within ten (10) days of receipt by Mr. Bhatnagar or his affiliates of shares of our common stock pursuant to the distribution, Mr. Bhatnagar will sell to us the shares of our common stock he and his affiliates receive, in exchange for a nominal purchase price. We and RealBiz also agreed to cooperate in structuring the Spin-Off to be completed in as tax efficient manner as possible, provided, however, that a tax liability to either party asMerger. As a result of the Spin-Offforegoing transactions, Parent underwent a change of control on December 1, 2022, which will not prevent the completionbe accounted for as a reverse merger and recapitalization of the spin-off.Company.

Conditions. The Spin-Off Agreement states thatunaudited condensed statements of operations for the obligationthree months ended February 28, 2022 do not include the revenue and earnings from Nestbuilder.com Corp. If it had, the revenue would have increased by $11,456 and the net loss would have increased by $162,928.

NOTE 9 – SUBSEQUENT EVENTS

On March 6, 2023, the Company issued a note payable to consummateinvestors for cash, of which the distributionprincipal amount totaled $630,000, which included the $300,000 discussed in note 7 above. Principal and accrued interest is due at the end of 12 months, and it carries an interest rate of ten percent (10%) per annum.

On April 30, 2023, we entered into a Line of Credit Promissory Note with Robert L. Mount, our Chief Executive Officer, President, and a member of our common stock to RealBiz stockholders is subject only to our Registration Statement on Form 10,Board of which this information statement is a part, becoming effective under the Exchange Act.

Expenses. We are responsible for all expenses related to the distribution, and are entitled to engage our own legal, accounting and other advisors and service providers to prepare all documentation related to the distribution. Each of Nestbuilder and RealBiz agreed to be responsible for all costs and expenses related to its respective operations incurred or accruing after the date of the Spin-Off Agreement.

Monaker Lawsuits. Under the Spin-Off Agreement, our president, Alex Aliksanyan, received exclusive control and direction of the Monaker Lawsuits in his capacity as our president. However, we are required to indemnify RealBiz against all damages, costs and expenses resulting from the Monaker Lawsuits.

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On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker.

Indemnification. We are required to indemnify RealBiz against all damages, costs and expenses resulting from events occurring at RealBiz prior to January 2, 2017. In addition, the Spin-Off Agreement expressly states that we are required to indemnify RealBiz against all damages, costs and expenses resulting from the Monaker Lawsuits. The company received a settlement from a pending matter with Realbiz Media Group, Inc., the parent, in the amount of $30,000 in January 2018.

Representations and Warranties.Directors. Pursuant to the Spin-Off Agreement, weNote, upon mutual agreement between the parties, Mount may advance funds to us. The Note bears interest at the rate of ten percent (10%) per annum, and RealBiz make customary representationscan be prepaid at any time by us. Any outstanding principal and warranties such as with respect to our capacity to enter into andinterest must be repaid 24 months after the validity and enforceability of the Spin-Off Agreement.execution date.

NOTE 8: STOCKHOLDERS’ DEFICIT

The total numberAlso subsequent to year end, 600,000 warrants were exercised in a cashless option. This resulted in the issuance of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000568,540 shares of common stock, with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. As of February 28, 2018 there were 100 common shares issued and outstanding and no preferred shares issued and outstanding. The 100 common shares were owned by RealBiz Media Group, Inc.

NOTE 9: CONTINGENCIES

On October 27, 2017, a Contribution and Spin-Off Agreement (the “Spin-Off Agreement”) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar for purposes of Section 2.3 only. Pursuantadditional cash to the Spin-Off Agreement, RealBiz contributed to Nestbuilder certain of its assets, including all right, title and interest in the following lawsuits (collectively, the the “Monaker Lawsuits”): (a) the lawsuit filed by RealBiz against Monaker Group, Inc. (“Monaker”) on May 11, 2016 in the United States District Court for the Southern District of Florida (Case No. 0:16-cv-61017-FAM); (b) the lawsuit filed by Monaker against former directors of RealBiz and related parties in May 2017 in the 17^th Judicial Circuit for Broward County, Florida (Case No. CACE-16-019818); and, (c) the lawsuit filed by Monaker against RealBiz in November 2016 in the United States District Court for the Southern District of Florida (Case No. 1:16-cv-24978-DLG). Under the Spin-Off Agreement, Nestbuilder is required to indemnify RealBiz against all damages, costs and expenses resulting from the Monaker Lawsuits. The following is a brief summary of the Monaker Lawsuits:Company.

RealBiz v. Monaker, Case No. 0:16-cv-61017-FAM. This case is set for trial in March 2018. RealBiz has a pending Motion for Summary Judgment to be ruled on by the Court before trial. RealBiz believes it is owed approximately $1.3M from Monaker according to the companies’ prior audited financial statements that showed this debt due to RealBiz from Monaker. Monaker has countersued RealBiz and claims that Monaker’s financial statements were previously materially incorrect and needed to be restated, and that as a result of Monaker’s subsequent review of its financials RealBiz owes Monaker money.

Monaker v. RealBiz, Case No. 1:16-cv-24978-DLG. This case is set for trial in January 2018. The Court denied each party’s Motion for Summary Judgment, but in the process ruled that Monaker needs to prove its mistake claim by clear and convincing evidence. This case stems from RealBiz’s adjustment to its books to reflect Monaker’s prior overissuance of RealBiz shares when RealBiz used the incorrect conversion ratio pursuant to RealBiz’s Amended Certificate of Designation that was filed with the Secretary of State of Delaware in October 2014. Monaker argues that said Amended Certificate of Designation, which was signed by Monaker’s current CEO when he was also the CEO for RealBiz, includes a drafting error and should be ignored by the Court. Monaker seeks the return of the shares that were removed after RealBiz’s adjustment after identifying the conversion ratio error in November 2016, or alternatively, monetary damages to account for Monaker’s share reduction.

On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker.

In addition, the company received a settlement from a pending matter with Realbiz Media Group, Inc., the parent, in the amount of $30,000 in January 2018.

NOTE 10: SUBSEQUENT EVENTS

None.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly ReportStatement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospectsprospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

We were incorporated on June 28, 2019 and commenced operations in 2021. We had sales of $370,341 in the year ended November 30, 2021, and $2,430,194 in the year ended November 30, 2022.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, we were acquired by Nestbuilder.com Corp through the merger of NB Merger Corp. with and into Renewable Innovations, Inc., with Renewable Innovations, Inc. continuing as the surviving wholly owned subsidiary of Nestbuilder.com Corp. (“we,” “our,” “us,” “Nestbuilder,” or the “Company”) is engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (Realbiz 360). The assets of these divisions were used to create a new suite of real estate products and services that create stickiness through the utilization of video, social media and loyalty programs. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites.

We are currently a wholly-owned subsidiary of RealBiz Media Group,Renewable Innovations, Inc., a Delaware corporation (“RealBiz”). We were formed for the purpose of receiving certain assets and liabilities of RealBiz in furtherance of the spin-off described in that certain Agreement dated December 12, 2016, as amended and restated by that certain Amended and Restated Agreement dated January 2, 2017, by and among RealBiz, Anshu Bhatnagar and Alex Aliksanyan (the “Amended Agreement”)wholly owned subsidiary), changed its name to Renewable Innovations Corp., and that certain Memorandum of Understanding dated December 29, 2016 between Mr. BhatnagarNestbuilder.com Corp (the parent corporation) changed its name to Renewable Innovations, Inc.

Overview

We are focused on designing, optimizing, developing, and Mr. Aliksanyan (the “MOU”). Mr. Bhatnagarproducing modular, scalable, zero-carbon green renewable solutions. Applications for scalable power vary from primary power to emergency power and mobile power.

Our initial focus is the Chief Executive Officer or RealBizon mobile and Alex Aliksanyan is the Chief Executive Officer of Nestbuilder.stationary electric vehicle rapid charging.

Following our formation, a dispute arose between Mr. BhatnagarGoing Concern

From inception (June 28, 2019) through November 30, 2022, we have an accumulated deficit of $3,532,141 and Mr. Aliksanyan with regard to control of a bank account set aside per the Amended Agreement and the MOU to hold cash related to the business operations to be spun-off. On April 14, 2017, Mr. Aliksanyan filed an Emergency Motion for Temporary Restraining Order in the Circuit Court for Montgomery County, Maryland (case number 431801-V). On April 17, 2017, the Court issued a Temporary Restraining Order preventing Mr. Bhatnagar from taking any action that was not in conformity with the terms of the Amended Agreement and the MOU.

On October 27, 2017, a Contribution and Spin-Off Agreement (the “Spin-Off Agreement”) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar. Mr. Bhatnagar, in his capacity as an individual, entered into the Spin-Off Agreement for the sole purpose of agreeing to sell back to Nestbuilder for nominal consideration any shares he and his affiliates might receive in the distribution described below, as set forth in Section 2.3 of the Spin-Off Agreement, which section was subsequently amended as described below. Pursuant to the Spin-Off Agreement, Nestbuilder and RealBiz agreed, among other things, to use commercially reasonable efforts to effectuate a pro rata distribution of Nestbuilder common stock to RealBiz stockholders. In addition, in furtherance of the separation and distribution described in the Spin-Off Agreement, RealBiz contributed to Nestbuilder certain of its assets, including all tangible and intangible assets related to its digital media and marketing services for the real estate industry. On January 29, 2018, Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar entered into that certain First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the “First Amendment”), whereby Section 2.3 of the Spin-Off Agreement was amended so that Mr. Bhatnagar is required to sell shares he and his affiliates receive in the distribution of Nestbuilder common stock to RealBiz stockholders only upon delivery of written notice by Nestbuilder to Mr. Bhatnagar requesting such sale back to Nestbuilder, which notice cannot be given less than 60 days after the distribution.

On January 24, 2018, the board of directors of RealBiz authorized and approved (i) the pro rata distribution of NestBuilder common stock to the stockholders of RealBiz (the “Spin Off Dividend”) with a record date to be the close of business on such date which is the first Friday following the date on which the SEC declares the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto effective (the “Record Date”) and no stop order suspending that effectiveness is in effect, and no proceedings for such purpose are pending before or threatened by the SEC; (ii) a distribution date of the Spin-Off Dividend on the third Friday following the Record Date; and (iii) the following distribution ratio with respect to the Spin Off Dividend: Each holder of common stock of RealBiz will receive one share of Nestbuilder common stock for every 300 shares of common stock of RealBiz held on the Record Date. NestBuilder’s registration statement on Form 10 automatically became effective on February 20, 2018. On April 3, 2018, the board of directors of RealBiz authorized and approved the new record date of April 25, 2018 and the new distribution date of May 18, 2018 in order to provide additional time for the completion of the Securities and Exchange Commission’s review of the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto and the delivery of proper notice of the Spin Off Dividend to the Financial Industry Regulatory Authority.

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Results of Operations for the One Month Period Ended November 30, 2017 and 2016

Revenues

Total revenue for the one monthyear ended November 30, 2017 was $26,448 compared2022, we had a net loss of $2,353,113. In order to $33,904 forcontinue as a going concern we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company. At our current revenue and burn rate, we have an immediate cash need, and thus we must raise capital by issuing debt or through the month ended November 30, 2016, a decreasesale of 22%. The decreaseour stock. However, there is primarily a result of the continuing decline inno assurance that our legacy virtual tour business.

Cost of Revenue

Cost of revenues totaled $6,925 for the one month ended November 30, 2017, comparedexisting cash flow will be adequate to $26,807 for the month ended November 30, 2016, representing a decrease of $19,882 or 74.2%. The decline in costs is primarily the result of reduction in engineering headcount and lower server costs.

Operating Expenses

Oursatisfy our existing operating expenses which include salaries and benefits, selling and promotion, amortization and depreciation and general and administrative expenses, increased 62.8% to $17,390, for the month of November 2017 compared to $10,680 for the month of November 2016, an increase of $6,710. The increase was substantially due to an increase in salary and benefit expense of $1,202, lower sales and marketing expense of $170 and higher general and administrative expenses of $5,678. A breakdown of general and administrative expenses is as follows:capital requirements.

Results of Operations for the Three Months Ended February 28, 20182023 and 20172022

RevenuesIntroduction

Total revenue

We had sales of $1,098,598 for the three months ended February 28, 2018 was $71,7402023, compared to $96,250$1,333,245 for the three months ended February 28, 2017,2022, a decrease of 25.5%$234,647, or 18%. The decrease is primarily a resultOur cost of declining legacy virtual tour business, due primarily to the loss of our top two franchise accounts, who took their video production business in house. Our legacy “on demand” video business has been declining on average 35% per year over the past two years. This trend is driven by our once unique technology being commoditized and offered as a “free” tool by many real estate web site producers. Additionally, Century 21, one of the largest mass media real estate agencies, has offered every agent a free web site that includes free videos. Thus, many “on demand” C21 customers have left our business. We envision these trends continuing for the foreseeable future and see significant risks to the future of our legacy business.

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Cost of Revenue

Cost of revenues totaled $26,358sales was $593,266 for the three months ended February 28, 2018,2023 (54% of sales), compared to $53,202$684,319 for the three months ended February 28, 2017, representing2022 (51% of sales), a decrease of $26,844,$91,053, or 50.5%13%. Cost of revenues consists primarily of engineering costs incurred in connection with maintenance of our online networks,

Sales and the decrease in cost is in line with lower revenues.Net Operating Loss

Operating Expenses

Our sales, operating expenses, which include salaries and benefits, selling and promotion, amortization and depreciation and general and administrative expenses, decreased 57.9% to $47,293,net operating loss for the three months ended February 28, 2018, compared to $112,2722023 and 2022 were as follows:

Sales

We had sales of $1,098,598 for the three months ended February 28, 2017, a decrease of $64,979. The decrease was substantially due2023, compared to a decrease in salary and benefit expense of $17,694, lower sales and marketing expense of $1,866, lower depreciation expense of $5,904, and lower general and administrative expenses of $39,515. A breakdown of general and administrative expenses is as follows:

Other Income (Expenses)

Our other income, net, increased by $119,000$1,333,245 for the three months ended February 28, 2018 versus the prior year. A summary2022, a decrease of other income (expense) is as follows:

Net Income/Loss

We had net income of $2,133 for the month ended November 30, 2017, compared to net loss of $3,583 for the month ended November 30, 2016, an increase of $5,716.

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We had net income of $117,088$234,647, or 18%. Of our sales for the three months ended February 28, 2018, compared to net loss2023, $1,070,724, or 97% of $69,225sales, was from the sales of products, with the remainder from sales of services.

Two customers accounted for 97% of our sales for the three months ended February 28, 2017, an increase of $186,313.

Liquidity and Capital Resources; Anticipated Financing Needs

At November 30, 2017, we had $21,665 cash on-hand, an increase of $9,166 from the prior period balance of $12,499.

Net cash used by operating activities was $7,145 for the month of November 2017, a decrease of $6,289 from $13,434 of cash used in operations during the month of November 2016. This decrease was primarily due lower cash-based costs as2023, compared to the prior year.

Net cash used in investing activities was $0 for the month ended November 30, 2017 and 2016.

Net cash provided by financing activities was $0 for the month ended November 30, 2017 and 2016.

At February 28, 2018, we had $99,279 cash on-hand, an increase of $77,614 from the prior year balance of $21,665.

Net cash provided by operating activities was $109,984100% for the three months ended February 28, 2018, an increase of $169,773 from $59,789 of cash used in operations2022. These contracts were not completed during the applicable three months ended February 28, 2017. This increasemonth period, but partial payments were collected.

Cost of Sales

Our cost of sales was primarily due gains on legal settlements along with lower cash-based costs as compared to the prior year.

Net cash used in investing activities was $32,370 and $0$593,226 for the three months ended February 28, 2018 and 2017.

Net cash provided by financing activities was $02023 (54% of sales), compared to $684,319 for the three months ended February 28, 2018,2022 (51% of sales), a decrease of $91,053, or 13%. Our costs of sales includes raw materials and $86,711in-house manufacturing costs for the products we manufacture.

Gross Margin

Our gross margin

Sales, general and Administrative

Sales, general and administrative expense was $787,264 for the three months ended February 28, 2017.

Our ability2023, compared to continue as a going concern on a long-term basis is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis, to obtain additional financing and ultimately attain profitability.

Based solely on our own internal estimates without$171,283 for the benefitthree months ended February 28, 2022, an increase of any independent third party evaluation, we anticipate that our cash and cash flow will not be sufficient to satisfy our cash requirements over the next twelve months and we will likely require significant external financing. The magnitude of the additional financing and its timing is not yet precisely known.$615,981, or 360%. In the event that we are able to secure a sufficient amountthree months ended February 28, 2023, our sales, general and administrative expense consisted primarily of additional financing on a timely basiscontractor expense of $454,878, payroll of $104,142, and on generous terms, it may include the issuancerent of equity or debt securities, obtaining credit facilities, or entering into other financing arrangements on such terms as then existing market conditions require.$57,890. In the event thatthree months ended February 28, 2022, our sales, general and administrative expense consisted primarily of payroll of $55,849, rent of $29,761, and legal fees of $25,393.

Depreciation

Operating depreciation was $89,330 for the three months ended February 28, 2023, compared to $89,332 for the three months ended February 28, 2022, a decrease of $2, or 0%. Our operating depreciation expense remained constant because we were to issuedid not purchase additional equity or debt securities, stockholders may experience significant dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. And in the case of any issuance of one or more debt securities, the debt covenants may restrict our operating ability and our ability to raise additional financing from debt. Our ability to obtain additional capital on terms that are reasonable cannot be assured. We may be forced to obtain additional capital on terms that could limit our long term ability to remain in business or otherwise materially restrict our operations.equipment.

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Net Operating Gain/Loss

Critical Accounting Policies