Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Nov. 30, 2013 | Jan. 08, 2014 | Jan. 06, 2014 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'PEPTIDE TECHNOLOGIES, INC. | ' | ' |
Entity Central Index Key | '0001357878 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Nov-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--11-30 | ' | ' |
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 | ' | $0 | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 151,133,000 |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Nov. 30, 2013 | Nov. 30, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $157 | $7,780 |
Prepaid expenses | ' | 3,494 |
Total assets | 157 | 11,274 |
Intangible assets and intellectual property | 45,000 | 45,000 |
Website | 5,833 | 9,167 |
Total current assets | 50,990 | 65,441 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 1,662,272 | 730,717 |
Notes payable | 88,850 | 84,380 |
Total liabilities | 1,751,122 | 815,097 |
Stockholders’ deficiency | ' | ' |
Authorized: 675,000,000 common shares, par value $0.001 Issued and outstanding: 30 November 2013 - 151,123,000 common shares 30 November 2012 - 149,078,000 common shares | 151,123 | 149,078 |
Additional paid-in capital | 148,279 | 105,324 |
Accumulated deficit | -105,837 | -105,837 |
Accumulated deficit during development stage | -1,893,697 | -898,221 |
Total stockholders’ deficiency | -1,700,132 | -749,656 |
Total stockholders’ deficiency and liabilities | $50,990 | $65,441 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2013 | Nov. 30, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Authorized: Common shares | 675,000,000 | 675,000,000 |
Authorized: per share per value | $0.00 | $0.00 |
Common shares issued | 151,123,000 | 149,078,000 |
Common shares outstanding | 151,123,000 | 149,078,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 41 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Expenses | ' | ' | ' |
Consulting | $302,000 | $145,000 | $552,975 |
Salaries and bonus | 623,084 | 447,000 | 1,070,084 |
General and administration | 30,350 | 16,226 | 53,025 |
Professional fees | 38,170 | 46,759 | 151,743 |
Supplies and materials | 1,102 | ' | 60,232 |
Net loss before other items | -994,706 | -654,985 | -1,888,059 |
Other items | ' | ' | ' |
Foreign exchange gain (loss) | 3,608 | -1,494 | 2,114 |
Interest expense | -4,378 | -3,257 | -7,752 |
Net loss for the period | -995,476 | -659,736 | -1,893,697 |
Other comprehensive loss | ' | ' | ' |
Foreign currency translation adjustment | ' | -694 | -333 |
Total comprehensive loss for the period | ($995,476) | ($660,430) | ($1,894,030) |
Basic and diluted comprehensive loss per common share | ($0.01) | ($0.01) | ' |
Weighted average number of shares outstanding | 150,294,589 | 143,453,042 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 41 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss for the period | ($995,476) | ($659,736) | ($1,893,697) |
Adjustments to reconcile net loss to cash used by operating activities | ' | ' | ' |
Accrued interest | 4,378 | 3,257 | 7,752 |
Amortization | 3,334 | 833 | 4,167 |
Foreign exchange gain (loss) | -3,608 | 1,494 | -2,114 |
Non-cash consulting expense | 2,000 | ' | 2,000 |
Share-based payment | ' | 8,000 | 8,000 |
Changes in operating assets and liabilities | ' | ' | ' |
Increase (decrease) in prepaid expenses | 3,494 | -3,367 | 2,710 |
Increase in trades payable and accrued liabilities | 931,555 | 591,807 | 1,661,522 |
Cash used in operating activities | -54,323 | -57,712 | -209,660 |
INVESTING ACTIVITIES | ' | ' | ' |
Purchase of website | ' | -10,000 | -10,000 |
Cash used in investing activities | ' | -10,000 | -10,000 |
FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from issuance of common shares, net of share issuance costs | 43,000 | 55,114 | 121,114 |
Increase in notes payable | 3,700 | 19,416 | 67,212 |
Contribution by related party | ' | ' | 27,288 |
Cash from financing activities | 46,700 | 74,530 | 215,614 |
Effect of foreign exchange rate changes on cash | ' | -694 | -333 |
Increase (decrease) in cash and cash equivalents | -7,623 | 6,124 | -4,379 |
Cash and cash equivalents, beginning of period | 7,780 | 1,656 | 4,536 |
Cash and cash equivalents, end of period | $157 | $7,780 | $157 |
Shareholders_Equity
Shareholders Equity (USD $) | Number of shares | Capital stock$ | Additional paid-in capital$ | Accumulated deficit$ | Accumulated deficit during development stage$ | Accumulated comprehensive loss$ | Total |
Balances, 30 November 2011 at Nov. 29, 2011 | 171,023,000 | 171,023 | 50,265 | -105,837 | -238,485 | 694 | -122,340 |
Cash | $55,000 | $55 | $55,059 | ' | ' | ' | $55,114 |
Related party services | 5,000,000 | 5,000 | ' | ' | ' | ' | 5,000 |
Contractor services | 3,000,000 | 3,000 | ' | ' | ' | ' | 3,000 |
Cancellation of common shares | -30,000,000 | -30,000 | ' | ' | ' | ' | -30,000 |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | -694 | -694 |
Net loss for the year | ' | ' | ' | ' | -659,736 | ' | -659,736 |
Balances, 30 November 2012 | 149,078,000 | 149,078 | 105,324 | -105,837 | -898,221 | ' | -749,656 |
Cash, net of share issuance costs | 45,000 | 45 | 42,955 | ' | ' | ' | 43,000 |
Contractor services | 2,000,000 | 2,000 | ' | ' | ' | ' | 2,000 |
Net loss for the year | ' | ' | ' | ' | ($995,476) | ' | ($995,476) |
Balances, 30 November 2013 at Nov. 30, 2013 | 151,123,000 | 151,123 | 148,279 | -105,837 | -1,893,697 | ' | -1,700,132 |
NATURE_AND_CONTINUENCE_OF_OPER
NATURE AND CONTINUENCE OF OPERATIONS | 12 Months Ended |
Nov. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE AND CONTINUENCE OF OPERATIONS | ' |
1. NATURE AND CONTINUENCE OF OPERATIONS | |
1.1 Organization | |
Peptide Technologies, Inc. (the “Company”) was incorporated in the State of Nevada, United States of America, on 18 November 2005. On 29 July 2010, the Company’s name was changed from Online Originals, Inc. to CREEnergy Corporation. Effective 12 October 2011, the Company’s name was changed from CREEnergy Corporation to Peptide Technologies, Inc. The Company’s year-end is 30 November. | |
On 5 August 2013, the Company incorporated Pept Peptide Technologies Inc. (“Pept Peptide”), a wholly-owned subsidiary, under the laws of British Columbia. Pept Peptide currently does not have any transactions from the date of incorporation on 5 August 2013 to 30 November 2013. | |
1.2 Nature of Operations and Change in Business | |
Since the date of inception on 18 November 2005, the Company’s business plan was to develop a membership-based website art gallery/auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on 30 November 2009. Management realized that the results of operations from the sale of artwork lacks luster and decided to change the Company’s business focus and plan for other strategic opportunities. Effective 26 June 2010, the Company became a development stage company focusing on a new business. | |
On 23 August 2011, the Company entered into an agreement (the “Asset Purchase Agreement”) in which the Company, in exchange for 75,000,000 shares of the Company’s restricted common stock, received all rights and title to proprietary technologies and formulas involving the application of specialty Peptides. The Company has changed its business focus to the manufacturing and distribution of natural peptide solutions to combat the economic burden of bio-fouling. On 14 December 2011, the Company amended the Asset Purchase Agreement. As a result of the amendment, the purchase price of the assets was reduced from 75,000,000 shares to 45,000,000 shares, and 30,000,000 shares were returned to treasury (Notes 7 and 8). | |
The Company’s business activities focus is on the development of all-natural, sustainable solutions to the increasing problem of bio-fouling and the development of safe “green” organic-based anti-fouling products used to combat the rapidly growing problems caused by the attachment of hard fouling agents in marine and freshwater environments. This approach emphasizes minimizing the attachment of hard fouling agents (mussels, barnacles, etc.) and preventing the build-up of any bio-film layer as well. | |
1.3 Basis of Going Concern | |
The accompanying consolidated financial statements as at 30 November 2013 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has had a net loss of $995,476 for the year ended 30 November 2013 (30 November 2012 - $659,736; cumulative - $1,893,697) and has a working capital deficit of $1,750,965 at 30 November 2013 (30 November 2012 - $803,823). | |
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended 30 November 2014. However, if the Company is unable to raise additional capital in the near future or met financing requirements, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Although management is actively seeking to add new products and/or services in order to show profitability, and is seeking additional sources of equity or debt financing, there is no assurance that these activities will be successful. The Company has not yet been able to find products and services that would contribute to their business due to the continued economic condition. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Nov. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||
2. SIGNIFICANT ACCOUNTING POLICIES | |||
This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of management who is responsible for their integrity and objectivity. These accounting policies have been consistently applied in the preparation of the consolidated financial statements. | |||
2.1 Basis of Presentation | |||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for a development stage company for financial information and are expressed in U.S. dollars. | |||
2.2 Principles of Consolidation | |||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||
2.3 Organizational and Start-up Costs | |||
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”. | |||
2.4 Development-Stage Company | |||
During the year ended 30 November 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |||
2.5 Cash and Cash Equivalents | |||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. | |||
2.6 Website | |||
In accordance with ASC 350-50, “Website Development Costs”, expenditures during the planning and operating stages of the Company’s website are expensed as incurred. Expenditures incurred during the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3 years. | |||
2.7 Intangible Assets | |||
Intangible assets include the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization. The useful life of the intangible asset is reassessed at each reporting period. | |||
2.8 Impairment of Long-Lived Assets | |||
Long-lived assets include the website and intangible assets and intellectual property. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There has been no impairment as of 30 November 2013. | |||
2.9 Research and Development | |||
Research and development expenses are charged to operations as incurred. | |||
2.10 Income Taxes | |||
The Company adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
2.11 Basic and Diluted Income (Loss) per Share | |||
In accordance with ASC 260, “Earnings per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At 30 November 2013, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||
2.12 Estimated fair value of financial instruments | |||
The carrying value of the Company’s consolidated financial instruments, consisting of cash, accounts payable, and notes payable approximate their fair value due to the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial statements. | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At 30 November 2013, all cash and cash equivalents were insured by agencies of the U.S. Government. | |||
2.13 Foreign Currency Translation | |||
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |||
2.14 Comprehensive Income (Loss) | |||
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income be displayed in the consolidated financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. | |||
2.15 Use of Estimates | |||
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||
2.16 Changes in Accounting Policies | |||
Effective 1 December 2012, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles – Goodwill and Other”. This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, “Intangibles – Goodwill and Other – General Intangibles Other than Goodwill”. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. The adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company retroactively adopted the FASB ASU No. 2011-12, “Comprehensive Income”. This update amends certain pending paragraphs in ASU No. 2011-05 “Presentation of Comprehensive Income”, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. As ASU No. 2011-12 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company adopted FASB ASU No. 2011-08, “Intangibles – Goodwill and Other” which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company retroactively adopted FASB ASU No. 2011-05, “Presentation of Comprehensive Income”. This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the adoption of this update did not have a material effect on the Company’s financial statements. | |||
2.17 Recent Accounting Pronouncements | |||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years and interim periods within those years, beginning after 15 December 2014, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In February 2013, FASB issued ASU No. 2013-02, “Comprehensive Income”. This update requires an entity to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on the respective line items in net income in one place, and in some cases, cross-references to related footnote disclosures. The update applies to public companies for all reporting periods presented, including interim periods, and to nonpublic entities for annual reporting periods. ASU No. 2013-02 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2012 for public companies, with early adoption permitted. The adoption of this update did not have a material effect on the Company’s consolidated financial statements. | |||
2.18 Reclassifications | |||
Certain amounts reported in previous periods have been reclassified to conform to the current presentation. | |||
2.19 Other | |||
The Company consists of one reportable business segment. | |||
The Company paid no dividends during the periods presented. | |||
WEBSITE
WEBSITE | 12 Months Ended | ||||||
Nov. 30, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
WEBSITE | ' | ||||||
3. WEBSITE | |||||||
As at 30 November | 2013 | 2012 | |||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||
$ | $ | $ | $ | $ | $ | ||
Website | 10,000 | 4,167 | 5,833 | 10,000 | 833 | 9,167 | |
Total | 10,000 | 4,167 | 5,833 | 10,000 | 833 | 9,167 | |
The Company purchased a website during October 2012 for $10,000. This website has a useful life of three 3 years, and the cost is being amortized over the life of the asset. During the year ended 30 November 2013, the Company recognized amortization expense of $3,334 (2012 - $833; cumulative - $4,167) (Note 9). | |||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_L
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ' | ||
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |||
As at 30 November | 2013 | 2012 | |
$ | $ | ||
Accounts payable | 574,188 | 274,217 | |
Accrued liabilities | 27,000 | 9,500 | |
Payroll taxes payable | 17,084 | 6,000 | |
Salaries and benefits payable (Notes 6 and 11) | 1,044,000 | 441,000 | |
Total accounts payable and accrued liabilities | 1,662,272 | 730,717 | |
Trades payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year. | |||
Included in salaries and benefits payable, are $300,000 (30 November 2012 - $300,000) of bonuses payable to the Chief Executive Officer (“CEO”) of the Company (Note 6). | |||
Included in accounts payable is $545,000 (30 November 2012 - $245,000) payable to a related party of the Company as at 30 November 2013 (Note 6). | |||
The Company is in the process of completing and resolving certain issues related to its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will not be assessed (Notes 9, 10 and 11). | |||
NOTES_PAYABLE_AND_ACCRUED_INTE
NOTES PAYABLE AND ACCRUED INTEREST | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
NOTES PAYABLE AND ACCRUED INTEREST | ' | ||
5. NOTES PAYABLE AND ACCRUED INTEREST | |||
2013 | 2012 | ||
$ | $ | ||
During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”) issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 16,000 | 16,000 | |
On 21 September 2011, PSI Services (“PSI”) issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | 500 | 500 | |
On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $3,031 (2012 - $2,666) (Note 12). The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $42,710 (30 November 2012–$44,650) and $5,251 (30 November 2012–$2,815), respectively. | 47,961 | 47,465 | |
On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $1,347 (2012 - $591) (Note 12).The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $18,982 (30 November 2012–$19,856) and $1,707 (30 November 2012–$559), respectively. | 20,689 | 20,415 | |
On 22 October 2013, PSI issued a loan of USD$3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 3,700 | - | |
Total notes payable and accrued interest | 88,850 | 84,380 | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Nov. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
6. RELATED PARTY TRANSACTIONS | |
As at 30 November 2013, the amount due to related parties includes $1,044,000 payable to directors and employees of the Company in relation to salaries and benefits earned (30 November 2012 - $441,000). Of the amount due to related parties, $300,000 relates to bonuses payable to the CEO of the Company (30 November 2012 - $300,000) (Note 4). | |
As at 30 November 2013, the amount due to related parties includes $545,000 payable to a related party of the Company in relation to consulting fees (30 November 2012 - $245,000) (Note 4). | |
During the year ended 30 November 2013, the Company accrued salaries and benefits of $612,000 to officers and employees of the Company (2012 - $441,000; cumulative - $1,053,000) (Note 11). Included in salaries and benefits, are bonuses of $Nil accrued to the CEO of the Company during the year ended 30 November 2013 (2012 - $300,000; cumulative - $300,000). | |
During the year ended 30 November 2013, the Company accrued $300,000 of consulting fees to a related party of the Company (2012 - $145,000; cumulative - $545,000). | |
During the year ended 30 November 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 7 and 11). | |
During the year ended 30 November 2013, directors and shareholders of the Company made cash contributions in the amount of $Nil (2012 - $Nil, Cumulative – $27,288). | |
During the year ended 30 November 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of Chief Financial Officer (“CFO”) and director of the board (Notes 8 and 12). | |
INTANGIBLE_ASSETS_AND_INTELLEC
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | 12 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | ' |
7. INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | |
On 23 August 2011, the Company entered into an agreement (the “Asset Purchase Agreement”) to acquire intangible assets and intellectual property known as the Peptide Technology Platforms (the “Platforms”) in exchange for 75,000,000 common shares of the Company (issued on 23 August 2011) (Notes 1, 8 and 12). | |
On 14 December 2011, the Company entered into an amended agreement amending the Asset Purchase Agreement (the “Amended Asset Purchase Agreement”) and, as a result, a total of 30,000,000 common shares were returned to treasury and cancelled (Notes 8 and 11) in exchange for payment of half of one percent of all gross monies received by the Company in relation to revenue earned from products derived from the use of all the formulae listed in the Assets Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing on the receipt of monies from the first contract signed to purchase products derived from the use of the formulae for a period of five years from the date of the Amended Asset Purchase Agreement (Note 11). The cancellation of 30,000,000 common shares has been recorded as a recovery of intangible assets and intellectual property. | |
On 20 January 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 6 and 11). | |
The Platforms includes but are not limited to the following: | |
i. Proteomic research platforms which include proprietary solid phase media side-chain protected peptide array synthesis; | |
ii. Peptide libraries; | |
iii. Combination design techniques; | |
iv. Peptide molecule modifications; | |
v. A proprietary genetic algorithm that designs peptides for goodness to fit to a target; and | |
vi. Proprietary and patented application platforms, including a viral vector gene therapy and epitode-mapping based vaccine development. | |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
CAPITAL STOCK | ' |
8. CAPITAL STOCK | |
8.1 Authorized common stock | |
The Company’s authorized common stock consists of 675,000,000 shares of common stock with a par value of $0.001 per share. On 10 August 2010, the Company increased the number of authorized share capital from 75,000,000 shares of common stock to 675,000,000 shares of common stock with the same par value of $0.001 per share. | |
8.2 Issued and outstanding | |
On 2 June 2010, and effective 10 August 2010, the directors of the Company approved a forward split of the common stock of the Company on a basis of 30 new common shares for 1 old common share. As a result of the forward stock split, 208,800,000 additional shares were issued. Capital and additional paid-in capital have been adjusted accordingly. When adjusted retroactively, there was a $119,501 shortage of additional paid-in capital; thus an adjustment to accumulated deficit of $104,000 was recorded on 20 May 2010 (the date of issuance of 120,000,000 shares) and $15,501 to the beginning balance. The consolidated financial statements contained herein reflect the appropriate values for capital stock and accumulated deficit. Unless otherwise noted, all references in the accompanying consolidated financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the forward stock split. | |
The total issued and outstanding capital stock is 151,123,000 common shares with a par value of $0.001 per common share. During the years ended 30 November 2013 and 2012, the Company issued common shares as follows: | |
a) On 23 August 2011, the Company issued 75,000,000 shares of the Company’s restricted common stock in exchange for intangible assets and intellectual property. On 21 December 2011 a total of 30,000,000 common shares were returned to treasury and cancelled (Notes 1, 7 and 12). | |
b) On 5 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,936 (CAD $5,000). | |
c) On 6 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,921 (CAD $5,000). | |
d) On 15 January 2012, 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,884 (CAD $5,000). | |
e) On 24 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,943 (CAD $5,000). | |
f) On 20 April 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,041 (CAD $5,000). | |
g) On 11 July 2012, the Company issued 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,902 (CAD $5,000). | |
h) On 31 August 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of CFO and director of the board (Notes 6 and 12). As a result, the Company recorded share-based payment of $5,000 when the stock was issued (Note 9). | |
i) On 28 September 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,086 (CAD $5,000). | |
j) On 15 October 2012, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,401 (CAD $20,000). | |
k) On 28 November 2012, the Company issued 3,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for technical services rendered. As a result, the Company recorded stock compensation expense of $3,000 when the stock was issued (Notes 9 and12). | |
l) On 10 April 2013, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,000. The Company paid $2,000 in share issuance costs. | |
m) On 26 April 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 12). | |
n)On 18 July 2013, the Company issued 25,000 shares of the Company’s restricted common stock for cash proceeds of $25,000. | |
GENERAL_AND_ADMINISTRATION_EXP
GENERAL AND ADMINISTRATION EXPENSES | 12 Months Ended | |||
Nov. 30, 2013 | ||||
Notes to Financial Statements | ' | |||
GENERAL AND ADMINISTRATION EXPENSES | ' | |||
9. GENERAL AND ADMINISTRATION EXPENSES | ||||
Year ended 30 November 2013 | Year ended 30 November | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2013 | ||
$ | 2012 | $ | ||
$ | ||||
Amortization (Note 3) | 3,334 | 833 | 4,167 | |
Bank charges | 202 | 504 | 1,284 | |
Dues and subscription | 575 | - | 575 | |
Filing fees | 6,428 | 3,607 | 11,470 | |
Meals and entertainment | 254 | - | 254 | |
Office | 2,447 | 2,126 | 6,743 | |
Penalties (Notes 4, 10 and 11) | 10,000 | - | 10,000 | |
Transfer agent | 655 | 811 | 3,501 | |
Rent | 1,233 | - | 1,233 | |
Share-based payment (Notes 8 and 12) | - | 8,000 | 8,000 | |
Telecommunication | 2,566 | 196 | 2,993 | |
Travel | 2,656 | - | 2,656 | |
Website | - | 149 | 149 | |
Total general and administration expenses | 30,350 | 16,226 | 53,025 | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||
Nov. 30, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
INCOME TAXES | ' | ||
10. INCOME TAXES | |||
10.1 Provision for income taxes | |||
Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. During the years ended 30 November 2013 and 2012, these differences result from the following items: | |||
2013 | 2012 | ||
$ | $ | ||
Loss before income taxes | 995,476 | 659,736 | |
Federal income tax rates | 35.00% | 35.00% | |
Income tax recovery based on the above rates | -348,417 | -230,908 | |
Non–deductible items | 44 | 2,800 | |
Change in valuation allowance | 348,373 | 228,108 | |
Income tax expense | - | - | |
10.2 Deferred tax balances | |||
The composition of the Company’s deferred tax assets as at 30 November 2013 and 2012 are as follows: | |||
2013 | 2012 | ||
$ | $ | ||
Net income tax operating loss carry-forward | 1,975,908 | 980,558 | |
Deferred tax assets | 691,568 | 343,195 | |
Valuation allowance | -691,568 | -343,195 | |
Deferred tax assets (liabilities) | - | - | |
As at 30 November 2013, the Company has a total non-capital loss carryforward balance of $1,975,908 (30 November 2012 - $980,558), which has expiry dates between the years of 2025 to 2033. | |||
The Company’s recognized and unrecognized deferred tax assets related to the unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carry-forwards as their utilization is not considered more likely than not at this time. | |||
The Company is in the process of completing and resolving issues related to its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will not be assessed (Notes 4, 9 and 11). | |||
COMMITMENTS_AND_CONTINGENCY
COMMITMENTS AND CONTINGENCY | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
COMMITMENTS AND CONTINGENCY | ' | ||
11. COMMITMENTS AND CONTINGENCY | |||
a) The Company is committed to paying one-half of one percent of all gross monies received by the Company from revenue produced from products derived from the use of all the formula listed in the Assets Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing from receipt of monies from the first contract signed to purchase products derived from the use of the formula for a period of five years from the date of the Amended Asset Purchase Agreement (Note 7). | |||
b) On 20 January 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 6 and 7). | |||
c) Effective 1 November 2012, the Company entered into an advisory agreement with a consultant. The Company is committed to paying a monthly stipend of $25,000 per month for consulting services provided. Additionally, the Company will issue shares of the Company’s restricted common stock or cash payment equal to 10% of the amount of shares issued by the Company for equity financing or debt financing received through the efforts of this consultant. The commitment is for a term of five years, with the Company being able to terminate the agreement with 30 days written notice. | |||
d) Effective 1 September 2012, the Company is committed to paying monthly salaries of $25,000 to the CEO, $20,000 to the Chief Financial Officer (“CFO”), and $6,000 to the Vice President of Operations & Communication (“VP of Operations & Communications”) (Note 4 and 6). | |||
e) On 11 December 2012, the Company formerly engaged BB&T Capital Markets ("BB&TCM") to act as the Company's exclusive financial advisor and agent in connection with developing strategic alternatives for the Company regarding debt financings, licensing of intellectual properties developed by the Company, equity raises, sale of intellectual properties, or other capital markets transactions that may develop over the course of a 24 month agreement. | |||
The Company is to pay BB&TCM an advisory fee of three percent of the face amount of the financial transactions advised upon during the course of the engagement, due and payable at closing of any contemplated transactions under the engagement. | |||
Additionally, the Company is to defend, indemnify and hold BB&TCM, its parent company, subsidiaries and affiliates and its and their directors, officers, employees, agents and successors and assigns harmless from and against any losses, suits, actions, claims, damages, costs and or other liabilities which any indemnified person may incur as a result of acting on behalf of the Company in connection with this engagement. | |||
f) The Company is in the process of completing and resolving certain issues related to its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will not be assessed (Note 4, 9 and 10). | |||
SUPPLEMENTAL_CASH_FLOW_INFORMA
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
SUPPLEMENTAL CASH FLOW INFORMATION | ' | ||
12. SUPPLEMENTAL CASH FLOW INFORMATION | |||
The Company made the following cash payments for interest and income taxes: | |||
Year ended 30 November | 2013 | 2012 | |
$ | $ | ||
Interest paid | - | - | |
Taxes paid | - | - | |
Total cash payments | - | - | |
On 23 August 2011, 75,000,000 shares of the Company’s restricted common stock, valued at $75,000, were issued in exchange for intangible assets and intellectual property. On 21 December 2011, 30,000,000 shares of the Company’s restricted common stock were returned to treasury and cancelled (Notes 1, 7 and 8). | |||
On 31 August 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of CFO and director on the Board (Notes 6 and 8). As a result, the Company recorded share-based payment of $5,000 when the stock was issued (Notes 8 and 9). | |||
On 28 November 2012, the Company issued 3,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for technical services rendered. As a result, the Company recorded share-based payment of $3,000 when the stock was issued (Notes 8 and 9). | |||
On 26 April 2013, the Company issued 2,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 8). | |||
During the year ended 30 November 2013, the Company accrued interest expense of $3,031 (2012 - $2,666) in relation to a loan of CAD$45,000 issued by PSI on 13 November 2011. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5). | |||
During the year ended 30 November 2013, the Company accrued interest expense of $1,347 (2012 - $591) in relation to a loan of CAD$20,000 issued by PSI on 1 June 2012. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5). | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Nov. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
13. SUBSEQUENT EVENTS | |
The following reportable event occurred during the period from the year ended 30 November 2013 to the date the consolidated financial statements were available to be issued on 27 February 2014. | |
a) On 5 December 2013, the Company issued 10,000 shares of the Company’s restricted common for cash proceeds of $10,000. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Nov. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
2.1 Basis of Presentation | ' | ||
2.1 Basis of Presentation | |||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for a development stage company for financial information and are expressed in U.S. dollars. | |||
2.2 Principles of Consolidation | ' | ||
2.2 Principles of Consolidation | |||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||
2.3 Organizational and Start-up Costs | ' | ||
2.3 Organizational and Start-up Costs | |||
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”. | |||
2.4 Development-Stage Company | ' | ||
2.4 Development-Stage Company | |||
During the year ended 30 November 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |||
2.5 Cash and Cash Equivalents | ' | ||
2.5 Cash and Cash Equivalents | |||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. | |||
2.6 Website | ' | ||
2.6 Website | |||
In accordance with ASC 350-50, “Website Development Costs”, expenditures during the planning and operating stages of the Company’s website are expensed as incurred. Expenditures incurred during the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3 years. | |||
2.7 Intangible Assets | ' | ||
2.7 Intangible Assets | |||
Intangible assets include the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization. The useful life of the intangible asset is reassessed at each reporting period. | |||
2.8 Impairment of Long-Lived Assets | ' | ||
2.8 Impairment of Long-Lived Assets | |||
Long-lived assets include the website and intangible assets and intellectual property. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There has been no impairment as of 30 November 2013. | |||
2.9 Research and Development | ' | ||
2.9 Research and Development | |||
Research and development expenses are charged to operations as incurred. | |||
2.10 Income Taxes | ' | ||
2.10 Income Taxes | |||
The Company adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
2.11 Basic and Diluted Income (Loss) per Share | ' | ||
2.11 Basic and Diluted Income (Loss) per Share | |||
In accordance with ASC 260, “Earnings per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At 30 November 2013, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||
2.12 Estimated fair value of financial instruments | ' | ||
2.12 Estimated fair value of financial instruments | |||
The carrying value of the Company’s consolidated financial instruments, consisting of cash, accounts payable, and notes payable approximate their fair value due to the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial statements. | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At 30 November 2013, all cash and cash equivalents were insured by agencies of the U.S. Government. | |||
2.13 Foreign Currency Translation | ' | ||
2.13 Foreign Currency Translation | |||
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |||
2.14 Comprehensive Income (Loss) | ' | ||
2.14 Comprehensive Income (Loss) | |||
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income be displayed in the consolidated financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. | |||
2.15 Use of Estimates | ' | ||
2.15 Use of Estimates | |||
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||
2.16 Changes in Accounting Policies | ' | ||
2.16 Changes in Accounting Policies | |||
Effective 1 December 2012, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles – Goodwill and Other”. This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, “Intangibles – Goodwill and Other – General Intangibles Other than Goodwill”. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. The adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company retroactively adopted the FASB ASU No. 2011-12, “Comprehensive Income”. This update amends certain pending paragraphs in ASU No. 2011-05 “Presentation of Comprehensive Income”, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. As ASU No. 2011-12 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company adopted FASB ASU No. 2011-08, “Intangibles – Goodwill and Other” which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The adoption of this update did not have a material effect on the Company’s financial statements. | |||
Effective 1 December 2012, the Company retroactively adopted FASB ASU No. 2011-05, “Presentation of Comprehensive Income”. This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the adoption of this update did not have a material effect on the Company’s financial statements. | |||
2.17 Recent Accounting Pronouncements | ' | ||
2.17 Recent Accounting Pronouncements | |||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years and interim periods within those years, beginning after 15 December 2014, with early adoption permissible. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. | |||
In February 2013, FASB issued ASU No. 2013-02, “Comprehensive Income”. This update requires an entity to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on the respective line items in net income in one place, and in some cases, cross-references to related footnote disclosures. The update applies to public companies for all reporting periods presented, including interim periods, and to nonpublic entities for annual reporting periods. ASU No. 2013-02 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2012 for public companies, with early adoption permitted. The adoption of this update did not have a material effect on the Company’s consolidated financial statements. | |||
2.18 Reclassifications | ' | ||
2.18 Reclassifications | |||
Certain amounts reported in previous periods have been reclassified to conform to the current presentation. | |||
2.19 Other | ' | ||
2.19 Other | |||
The Company consists of one reportable business segment. | |||
The Company paid no dividends during the periods presented. |
WEBSITE_Tables
WEBSITE (Tables) | 12 Months Ended | ||||||
Nov. 30, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
WEBSITE | ' | ||||||
As at 30 November | 2013 | 2012 | |||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||
$ | $ | $ | $ | $ | $ | ||
Website | 10,000 | 4,167 | 5,833 | 10,000 | 833 | 9,167 | |
Total | 10,000 | 4,167 | 5,833 | 10,000 | 833 | 9,167 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ' | ||
As at 30 November | 2013 | 2012 | |
$ | $ | ||
Accounts payable | 574,188 | 274,217 | |
Accrued liabilities | 27,000 | 9,500 | |
Payroll taxes payable | 17,084 | 6,000 | |
Salaries and benefits payable (Notes 6 and 11) | 1,044,000 | 441,000 | |
Total accounts payable and accrued liabilities | 1,662,272 | 730,717 |
NOTES_PAYABLE_AND_ACCRUED_INTE1
NOTES PAYABLE AND ACCRUED INTEREST (Tables) | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
NOTES PAYABLE AND ACCRUED INTEREST | ' | ||
2013 | 2012 | ||
$ | $ | ||
During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”) issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 16,000 | 16,000 | |
On 21 September 2011, PSI Services (“PSI”) issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | 500 | 500 | |
On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $3,031 (2012 - $2,666) (Note 12). The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $42,710 (30 November 2012–$44,650) and $5,251 (30 November 2012–$2,815), respectively. | 47,961 | 47,465 | |
On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $1,347 (2012 - $591) (Note 12).The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $18,982 (30 November 2012–$19,856) and $1,707 (30 November 2012–$559), respectively. | 20,689 | 20,415 | |
On 22 October 2013, PSI issued a loan of USD$3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 3,700 | - | |
Total notes payable and accrued interest | 88,850 | 84,380 |
GENERAL_AND_ADMINISTRATION_EXP1
GENERAL AND ADMINISTRATION EXPENSES (Tables) | 12 Months Ended | |||
Nov. 30, 2013 | ||||
Notes to Financial Statements | ' | |||
GENERAL AND ADMINISTRATION EXPENSES | ' | |||
Year ended 30 November 2013 | Year ended 30 November | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2013 | ||
$ | 2012 | $ | ||
$ | ||||
Amortization (Note 3) | 3,334 | 833 | 4,167 | |
Bank charges | 202 | 504 | 1,284 | |
Dues and subscription | 575 | - | 575 | |
Filing fees | 6,428 | 3,607 | 11,470 | |
Meals and entertainment | 254 | - | 254 | |
Office | 2,447 | 2,126 | 6,743 | |
Penalties (Notes 4 and 11) | 10,000 | - | 10,000 | |
Transfer agent | 655 | 811 | 3,501 | |
Rent | 1,233 | - | 1,233 | |
Share-based payment (Notes 8 and 12) | - | 8,000 | 8,000 | |
Telecommunication | 2,566 | 196 | 2,993 | |
Travel | 2,656 | - | 2,656 | |
Website | - | 149 | 149 | |
Total general and administration expenses | 30,350 | 16,226 | 53,025 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||
Nov. 30, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
Provision for income taxes | ' | ||
2013 | 2012 | ||
$ | $ | ||
Loss before income taxes | 995,476 | 659,736 | |
Federal income tax rates | 35.00% | 35.00% | |
Income tax recovery based on the above rates | -348,417 | -230,908 | |
Non–deductible items | 44 | 2,800 | |
Change in valuation allowance | 348,373 | 228,108 | |
Income tax expense | - | - | |
Deferred tax balances | ' | ||
2013 | 2012 | ||
$ | $ | ||
Net income tax operating loss carry-forward | 1,975,908 | 980,558 | |
Deferred tax assets | 691,568 | 343,195 | |
Valuation allowance | -691,568 | -343,195 | |
Deferred tax assets (liabilities) | - | - |
SUPPLEMENTAL_CASH_FLOW_INFORMA1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
Interest and income taxes | ' | ||
Year ended 30 November | 2013 | 2012 | |
$ | $ | ||
Interest paid | - | - | |
Taxes paid | - | - | |
Total cash payments | - | - |
WEBSITE_Details_Narrative
WEBSITE (Details Narrative) (USD $) | 12 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Oct. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' |
Purchased a website | ' | ' | $10,000 |
Amortization expense | $3,334 | $833 | ' |
ACCOUNTS_PAYABLE_AND_ACCRUED_L2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Salaries and benefits payable | ' | $441,000 |
Salaries and benefits payable | 1,044,000 | ' |
Accounts payable | ' | 274,217 |
Accounts payable | 574,158 | ' |
Certain issues related to its income tax | $10,000 | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Amount due related parties includes | $1,044,000 | ' |
Amount due related parties includes | ' | 441,000 |
Salaries and benefits earned | 612,000 | ' |
Salaries and benefits earned | ' | 441,000 |
Amount due to related parties | 1,044,000 | ' |
Amount due to related parties | ' | 441,000 |
Bonuses payable CEO | 300,000 | ' |
Bonuses payable CEO | ' | 300,000 |
Payable related party (Crawnuest) | 545,000 | ' |
Payable related party (Crawnuest) | ' | 245,000 |
Consulting fees | 300,000 | ' |
Consulting fees | ' | 145,000 |
Accrued salaries and benefits | 612,000 | 441,000 |
Salaries and benefits, bonuses accrued | 0 | 300,000 |
Consulting fees related party | $300,000 | $145,000 |
Issued vested shares | 5,000,000 | ' |
Common stock par value | $0.00 | ' |
INTANGIBLE_ASSETS_AND_INTELLEC1
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY (Details Narrative) (USD $) | Jan. 20, 2013 | Dec. 14, 2011 | Aug. 23, 2011 |
Notes to Financial Statements | ' | ' | ' |
Common shares | ' | ' | $75,000,000 |
Total, common shares | ' | $30,000,000 | ' |
Gross sales | '30% | ' | ' |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | Nov. 30, 2013 | Jul. 18, 2013 | Apr. 26, 2013 | Apr. 10, 2013 | Nov. 28, 2012 | Oct. 15, 2012 | Sep. 28, 2012 | Aug. 31, 2012 | Jul. 11, 2012 | Apr. 20, 2012 | Jan. 24, 2012 | Jan. 15, 2012 | Jan. 06, 2012 | Jan. 05, 2012 | Dec. 31, 2011 | Aug. 23, 2011 | Aug. 10, 2010 |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock | $675,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $675,000,000 |
Common stock par value | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Authorized share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 |
Additional shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 208,800,000 |
Shortage additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119,501 |
Adjustment to accumulated deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,000 |
Issuance shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 |
Beginning balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,501 |
Total issued and outstanding capital stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 151,123,000 |
Per common share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Issued shares | ' | 25,000 | 2,000,000 | 20,000 | 3,000 | 20,000 | 5,000 | 5,000,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | ' | 75,000,000 | ' |
Total common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' |
Cash proceeds | ' | 25,000 | ' | 20,000 | ' | 20,401 | 5,086 | ' | 4,902 | 5,041 | 4,943 | 4,884 | 4,921 | 4,936 | ' | ' | ' |
Common stock per share | ' | ' | ' | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued fully vested shares | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Total non-capital loss | $1,975,908 | $980,558 |
COMMITMENTS_AND_CONTINGENCY_De
COMMITMENTS AND CONTINGENCY (Details Narrative) (USD $) | 12 Months Ended | ||
Nov. 30, 2013 | Nov. 01, 2012 | Sep. 01, 2012 | |
Notes to Financial Statements | ' | ' | ' |
Per month for consulting services | ' | $25,000 | ' |
Cash payment equal | ' | '10% | ' |
Paying monthly salaries | ' | ' | 25,000 |
Income tax and accrued | $10,000 | ' | ' |
SUPPLEMENTAL_CASH_FLOW_INFORMA2
SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) (USD $) | 12 Months Ended | ||||||
Nov. 30, 2013 | Nov. 30, 2012 | Dec. 31, 2013 | Apr. 26, 2013 | Nov. 28, 2012 | Aug. 31, 2012 | Aug. 23, 2011 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' |
Common stock shares | ' | ' | 30,000,000 | ' | ' | ' | 75,000,000 |
Common stock, valued | ' | ' | ' | ' | ' | ' | $75,000 |
Issued vested shares | ' | ' | ' | ' | ' | 5,000,000 | ' |
Recorded share-based payment | ' | ' | ' | ' | ' | 5,000 | ' |
Issued fully vested shares1 | ' | ' | ' | ' | 3,000,000 | ' | ' |
Per shares | ' | ' | ' | $0.00 | $0.00 | ' | ' |
Recorded share-based payment1 | ' | ' | ' | ' | 3,000 | ' | ' |
issued fully vested shares2 | ' | ' | ' | 2,000,000 | ' | ' | ' |
Recorded consulting expense2 | ' | ' | ' | 2,000 | ' | ' | ' |
Recorded consulting expense2 | 1,347 | 891 | ' | ' | ' | ' | ' |
Accrued interest expense | 3,031 | 2,666 | ' | ' | ' | ' | ' |
Bears interest rate | $6 | ' | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | Dec. 05, 2013 |
Subsequent Events [Abstract] | ' |
Common stock issued shares | 10,000 |
Common cash proceed | $10,000 |