Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2018 | Oct. 22, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Daniels Corporate Advisory Company, Inc. | |
Entity Central Index Key | 0001498291 | |
Document Type | 10-Q/A | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | true | |
Amendment Description | We are filing this amendment on Form 10 Q/A to amend our Quarterly Report ( "Amended Report" ) for the three months ending August 31, 2018, originally filed with the Securities & Exchange Commission on October 25, 2018, (the original report) to amend our consolidated financial statements. This amended report has not been updated for events occurring after the filing of the original report nor does it change any other disclosures contained in the original report. Accordingly, the Amended Report should be read in conjunction with the Original Report. In accordance with applicable SEC Rules, this Form 10 Q/A includes new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 as amended, for our newly appointed Chief Executive and Chief Financial Officers, dated October 24, 2019 10 Q as of the filing date of this Form 10 Q/A. The Section 302 Certifications were inadvertently not filed in the original document. | |
Current Fiscal Year End Date | --11-30 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,225,451,502 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 60,586 | $ (3) |
Accounts receivable | 5,000 | |
Inventory | 238,430 | |
Total current assets | 304,016 | (3) |
Total assets | 304,016 | (3) |
Current liabilities: | ||
Accounts payable and accrued liabilities | 468,268 | 249,014 |
Derivative liabilities | 234,595 | 362,091 |
Notes payable, related party | 685,000 | 685,000 |
Notes payable, net of loan discounts | 272,716 | 241,737 |
Total current liabilities | 1,660,579 | 1,537,842 |
Related party payables | 80,200 | 10,200 |
Total liabilities | 1,740,779 | 1,548,042 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value. 100,000 shares authorized; 100,000 shares issued and outstanding as of August 31, 2018 and November 30, 2017, respectively | 100 | 100 |
Common stock, $0.001 par value. 6,000,000,000 shares authorized; 4,225,451,502 and 3,513,247,802 shares issued and outstanding as of August 31, 2018 and November 30, 2017, respectively | 4,225,452 | 3,513,248 |
Additional paid-in capital | 2,478,093 | 3,172,491 |
Accumulated deficit | (8,076,059) | (8,169,535) |
Accumulated other comprehensive loss | (64,349) | (64,349) |
Total stockholders' deficit | (1,436,763) | (1,548,045) |
Total liabilities and stockholders' deficit | $ 304,016 | $ (3) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2018 | Nov. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 4,225,451,502 | 3,513,247,802 |
Common stock, shares outstanding | 4,225,451,502 | 3,513,247,802 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||||
Sales | $ 983,321 | $ 983,321 | ||
Cost of goods sold | 853,263 | 853,263 | ||
Gross margin | 130,058 | 130,058 | ||
Operating expenses | 92,037 | 31,496 | 142,037 | 120,025 |
Income (loss) from operations | 38,021 | (31,496) | (11,979) | (120,025) |
Other income (expense) | ||||
Derivative expense | (63,960) | (101,849) | ||
Gain (loss) on derivative liabilities | 228,896 | (93,666) | 191,457 | 18,483 |
Gain (loss) on retirement of debt | 22,000 | |||
Interest income (expense), net | (9,278) | (20,101) | (22,042) | (60,302) |
Total other income (expense) | 219,618 | (113,767) | 105,455 | (121,668) |
Income (loss) before income taxes | 257,639 | (145,263) | 93,476 | (241,693) |
Provision for income taxes (benefit) | ||||
Net income (loss) before discontinued operations | 257,639 | (145,263) | 93,476 | (241,693) |
Net income (loss) from discontinued operations | ||||
Net income (loss) | $ 257,639 | $ (145,263) | $ 93,476 | $ (241,693) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 4,225,451,502 | 3,513,247,802 | 4,046,395,863 | 3,338,826,847 |
Comprehensive loss: | ||||
Net income (loss) | $ 257,639 | $ (145,263) | $ 93,476 | $ (241,693) |
Unrealized gain (loss) | (3,660) | |||
Comprehensive income (loss) | $ 257,639 | $ (145,263) | $ 93,476 | $ (245,353) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Cash flows from operating activities of continuing operations: | ||||
Net income (loss) | $ 257,639 | $ (145,263) | $ 93,476 | $ (241,693) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Amortization of debt discount | 40,962 | |||
Derivative expense | 63,960 | 101,849 | ||
(Gain) loss on derivative liabilities | (228,896) | 93,666 | (191,457) | (18,483) |
(Gain) loss on retirement of debt | (22,000) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (5,000) | |||
Inventory | (238,430) | |||
Accounts payable and accrued liabilities | 232,040 | 92,338 | ||
Net cash provided by (used in) operating activities | (45,411) | (47,027) | ||
Cash flows from investing activities: | ||||
Net cash provided by (used in) financing activities | ||||
Cash flows from financing activities: | ||||
Proceeds from related parties | 70,000 | |||
Proceeds from issuance of convertible debentures | 36,000 | 47,051 | ||
Net cash provided by (used in) financing activities | 106,000 | 47,051 | ||
Net increase (decrease) in cash and cash equivalents | 60,589 | 24 | ||
Cash and cash equivalents at beginning of period | (3) | 33 | ||
Cash and cash equivalents at end of period | $ 60,586 | $ 57 | 60,586 | 57 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Beneficial conversion features and original issuance discounts on convertible debentures | 54,617 | |||
Common stock issued to reduce convertible and promissory notes payable | 17,806 | 19,264 | ||
Unrealized gain (loss) on securities | $ (3,440) |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Daniels Corporate Advisory Company, Inc. (“Daniels” or the Company) was incorporated in the State of Nevada on May 2, 2002. The Company creates and implements corporate strategy alternatives for mini-cap public and private companies. The Company formed Payless Truckers, Inc. (“Payless”), a wholly-owned subsidiary which was incorporated in the State of Nevada, on April 11, 2018. Payless is a start-up trucking company whose principal business is to acquire, refurbish, add location electronics, advertise and sell commercial vehicles to drivers and transportation focused customers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: We have prepared the accompanying consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America. We believe these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. Such rules and regulations allow us to condense and omit certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. We believe these condensed consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Election to be treated as an emerging growth company: For the five-year period starting in the first quarter of 2012, Daniels if continuing eligibility applies has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1). This election allows Daniels to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of the Company still being eligible, the Daniels financial statements may not be comparable to companies that comply with public company effective dates. FASB Codification: Generally Accepted Accounting Principles, Use of Estimates: The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risk and Uncertainties: Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse effect on our business. Cash and Cash Equivalents: For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at several financial institutions, which at times may exceed the insurable FDIC limit, but management believes that there is little risk of loss. Accounts receivable: Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventory: Inventory consists of well maintained, commercial freight vehicles primarily acquired at auction. Inventory is valued at the lower of cost (first in, first out) or replacement value. An allowance for potential non-saleable inventory due to movement, current conditions or obsolescence is based upon a review of inventory quantities, past history and expected future usage. The Company believes that no write-down for slow moving or obsolete inventory is necessary as of August 31, 2018. Fair Value of Financial Instruments: In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 " Fair Value Measurements and Disclosures ● Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3—Inputs that are both significant to the fair value measurement and unobservable. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securities and accounts payable and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements. Comprehensive Income: ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subject to this reporting. Other-Than-Temporary Impairment: All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset's book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: ● the investee's revenue and earnings trends relative to predefined milestones and overall business prospects; ● the general market conditions in the investee's industry or geographic area, including regulatory or economic changes; ● factors related to the investee's ability to remain in business, such as the investee's liquidity, debt ratios, and the rate at which the investee is using its cash; and ● the investee's receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. Revenue and Cost Recognition: We recognize revenue when we satisfy performance obligations by the transfer of control of products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize revenue from product sales to customers when we satisfy our performance obligation, at a point in time, upon product shipment or delivery to our customer as determined by agreed upon shipping terms. Shipping charges billed to customers are included in product sales and the related shipping costs are included in operating expenses. We recognize corporate financial consulting service revenue over a period of time as the performance obligation is satisfied over a period of time rather than a point in time. Contracts have specifications unique to each customer and do not create an asset with an alternate use, and we have an enforceable right to payment for performance completed to date. Accounts receivable is recognized when we have transferred a good or service to a customer and our right to receive consideration is unconditional through the completion of our performance obligation. A contract asset is recognized when we have a right to consideration from the transfer of goods or services to a customer but have not completed our performance obligation. A contract liability is recognized when we have been paid by a customer but have not yet satisfied the performance obligation by transferring goods or services. We had no material contract assets or contract liabilities as of August 31, 2018. Our performance obligations related to product sales are satisfied in one year or less. Unsatisfied performance obligations represent contracts with an original expected duration of one year or less. As permitted under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, we are using the practical expedient not to disclose the value of these unsatisfied performance obligations. We also use the practical expedient in which we do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Financing Fees: Financing fees were being amortized over the life of the related liability on the straight-line method which is not materially different than using the effective interest method. All amortization has been expensed since the ongoing staffing operations have discontinued from which the finance fees were originally accrued. Net Income (Loss) Per Share: The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. Income Taxes: The Company, a C-corporation, accounts for income taxes under ASC Topic 740 (SFAS No. 109). Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10 " Uncertainty in Income Taxes Currently, the Company has projected $8,076,069 as of August 31, 2018 in Net Operating Loss carryforwards available. The benefits of the potential tax savings will be recognized in the recorded to date. Recently Issued Accounting Pronouncements: The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 - RELATED PARTY TRANSACTIONS The Company currently rents space from Arthur Viola, CEO and shareholder. This is a month to month rental and there is no commitment beyond each month. The monthly rent expense is $2,025. Effective December 15, 2015, Mr. Viola entered into a $685,000 convertible promissory note agreement with the Company in lieu of cash for prior years, unpaid compensation and forgave all other remaining unpaid amounts outstanding at that time. The note matures on December 15, 2018 and bears interest at a rate of 10% per annum. Mr. Viola has the option to convert any portion of the unpaid principal balance into the Company’s common shares at a discount to market of 50% at any time. During 2016, our President Arthur Viola infused $10,200 in advances for working capital. These funds were advanced interest free with no payback terms of twelve months and one day. No repayments have been made against these advances as of August 31, 2018. Since its formation during 2018, an operating principal of the Company’s wholly-owned subsidiary Payless Truckers, Inc. has loaned $70,000 to fund the subsidiary’s operations. The loan currently bears no interest and is payable on demand. The Company has imputed interest on this obligation at a rate of 10% per annum, which the Company believes is appropriate and represents a market lending rate based upon other debt financings. As of August 31, 2018, imputed interest of $2,333 has been recorded in the Company’s financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Historically, the Company has sustained recurring operating losses. As of August 31, 2018, the Company had a working capital deficit of ($1,356,563) and an accumulated deficit of ($8,076,059). Management believes that the Company's capital requirements will depend on many factors including the success of the Company's business development efforts and its ability to raise capital to fund acquisitions and operations. There are no assurances that such financing will be available to the Company when needed. The conditions described above raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 - COMMITMENTS AND CONTINGENCIES Commitments: The Company currently has no long-term commitments. Contingencies: None |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 6 - LEGAL PROCEEDINGS We are not engaged in any other litigation and management is unaware of any claims or complaints that could result in future litigation. Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today's business environment as an unfortunate price of conducting business. |
Income Taxes
Income Taxes | 9 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the three and nine months ended August 31, 2018 and 2017: Three Months Ended August 31, Three Months Ended August 31, Nine Months Ended August 31, Nine Months Ended August 31, 2018 2017 2018 2017 Tax provision (recovery) at effective tax rate (21%) $ 54,104 $ (30,505 ) $ 19,630 $ (50,756 ) Change in valuation reserve (54,104 ) 30,505 (19,630 ) 50,756 Tax provision (recovery), net $ — $ — $ — $ — As of August 31, 2018, the Company had approximately $8,076,059 in net operating loss carry forwards for federal income tax purposes which expire between 2018 and 2034. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 21% effective tax rate for our projected available net operating loss carryforward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company's use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs. Components of deferred tax assets and (liabilities) are as follows: August 31, 2018 November 30, 2017 Net operating loss carry forwards available at effective tax rate (21%) $ 1,696,000 $ 1,175,602 Less: Valuation Allowances (1,696,000 ) (1,175,602 ) Deferred Tax Asset $ – $ – In accordance with FASB ASC 740 "Income Taxes", valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $1,696,000 at August 31, 2018. The Company did not utilize any NOL deductions for the full fiscal year ended November 30, 2017. |
Notes Payable
Notes Payable | 9 Months Ended |
Aug. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 - NOTES PAYABLE Other than as described below, there were no issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in our previous form 10K. On August 31, 2015, the Company entered in convertible note agreement with a private and accredited investor, LG Capital, in the amount of $75,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on February 28, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. As of August 31, 2018, the note balance was $55,224 and all associated loan discounts were fully amortized. On December 30, 2015, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount of $130,000, unsecured, with principal and interest (stated at 10%) amounts due and payable upon maturity on September 30, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of August 31, 2018, the note balance was $113,992 and all associated loan discounts were fully amortized. On January 21, 2016, the Company entered in convertible note agreement with a private and accredited investor, John De La Cross Capital Partners Inc., in the amount of $8,000, unsecured, with principal and interest (stated at 5%) amounts due and payable upon demand. The note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of August 31, 2018, the note balance was $6,500 and all associated loan discounts were fully amortized. On November 23, 2016, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount of $61,000, unsecured, with principal and interest (stated at 12%) amounts due and payable upon maturity on August 23, 2017. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. During the three months ended May 31, 2018, the Company amended this agreement and received an additional $10,000 in funding under this note. As of August 31, 2018, the note balance was $97,000 and all associated loan discounts were fully amortized. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Aug. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9 - DERIVATIVE LIABILITIES The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the balance sheets either as assets or liabilities at fair value. The Company's derivative liability is an embedded derivative associated with one of the Company's convertible promissory notes. The convertible promissory notes issued, (the "Note"), are a hybrid instrument which contain an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature to the Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes. The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company's statements of operations as "change in the fair value of derivative instrument". As of August 31, 2018 and November 30, 2017, the estimated fair value of derivative liability was determined to be $234,595 and $362,091, respectively. During the nine months ended August 31, 2018, new derivative liabilities of $63,960 were recognized by the Company. The change in the fair value of derivative liabilities for the nine months ended August 31, 2018 was $228,896 resulting in an aggregate gain on derivative liabilities. Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 234,595 – – 234,595 234,595 Total derivative liabilities $ 234,595 $ – $ – $ 234,595 $ 234,595 Summary of the Changes in Fair Value of Level 3 Financial Liabilities The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the Nine months ended August 31, 2018: Derivative Liability Fair value, November 30, 2017 $ 362,091 Additions 63,960 Change in fair value (191,457 ) Transfers in and/or out of Level 3 – Fair value, August 31, 2018 $ 234,595 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2018 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: We have prepared the accompanying consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America. We believe these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. Such rules and regulations allow us to condense and omit certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. We believe these condensed consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. |
Principles of Consolidation | Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Election to be Treated as an Emerging Growth Company | Election to be treated as an emerging growth company: For the five-year period starting in the first quarter of 2012, Daniels if continuing eligibility applies has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1). This election allows Daniels to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of the Company still being eligible, the Daniels financial statements may not be comparable to companies that comply with public company effective dates. |
FASB Codification | FASB Codification: Generally Accepted Accounting Principles, |
Use of Estimates | Use of Estimates: The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Risk and Uncertainties | Risk and Uncertainties: Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse effect on our business. |
Cash and Cash Equivalents | Cash and Cash Equivalents: For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at several financial institutions, which at times may exceed the insurable FDIC limit, but management believes that there is little risk of loss. |
Accounts Receivable | Accounts receivable: Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. |
Inventory | Inventory: Inventory consists of well maintained, commercial freight vehicles primarily acquired at auction. Inventory is valued at the lower of cost (first in, first out) or replacement value. An allowance for potential non-saleable inventory due to movement, current conditions or obsolescence is based upon a review of inventory quantities, past history and expected future usage. The Company believes that no write-down for slow moving or obsolete inventory is necessary as of August 31, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 " Fair Value Measurements and Disclosures ● Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3—Inputs that are both significant to the fair value measurement and unobservable. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securities and accounts payable and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements. |
Comprehensive Income | Comprehensive Income: ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subject to this reporting. |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment: All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset's book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: ● the investee's revenue and earnings trends relative to predefined milestones and overall business prospects; ● the general market conditions in the investee's industry or geographic area, including regulatory or economic changes; ● factors related to the investee's ability to remain in business, such as the investee's liquidity, debt ratios, and the rate at which the investee is using its cash; and ● the investee's receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. |
Revenue and Cost Recognition | Revenue and Cost Recognition: We recognize revenue when we satisfy performance obligations by the transfer of control of products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize revenue from product sales to customers when we satisfy our performance obligation, at a point in time, upon product shipment or delivery to our customer as determined by agreed upon shipping terms. Shipping charges billed to customers are included in product sales and the related shipping costs are included in operating expenses. We recognize corporate financial consulting service revenue over a period of time as the performance obligation is satisfied over a period of time rather than a point in time. Contracts have specifications unique to each customer and do not create an asset with an alternate use, and we have an enforceable right to payment for performance completed to date. Accounts receivable is recognized when we have transferred a good or service to a customer and our right to receive consideration is unconditional through the completion of our performance obligation. A contract asset is recognized when we have a right to consideration from the transfer of goods or services to a customer but have not completed our performance obligation. A contract liability is recognized when we have been paid by a customer but have not yet satisfied the performance obligation by transferring goods or services. We had no material contract assets or contract liabilities as of August 31, 2018. Our performance obligations related to product sales are satisfied in one year or less. Unsatisfied performance obligations represent contracts with an original expected duration of one year or less. As permitted under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, we are using the practical expedient not to disclose the value of these unsatisfied performance obligations. We also use the practical expedient in which we do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Financing Fees | Financing Fees: Financing fees were being amortized over the life of the related liability on the straight-line method which is not materially different than using the effective interest method. All amortization has been expensed since the ongoing staffing operations have discontinued from which the finance fees were originally accrued. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share: The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. |
Income Taxes | Income Taxes: The Company, a C-corporation, accounts for income taxes under ASC Topic 740 (SFAS No. 109). Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10 " Uncertainty in Income Taxes Currently, the Company has projected $8,076,069 as of August 31, 2018 in Net Operating Loss carryforwards available. The benefits of the potential tax savings will be recognized in the recorded to date. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the three and nine months ended August 31, 2018 and 2017: Three Months Ended August 31, Three Months Ended August 31, Nine Months Ended August 31, Nine Months Ended August 31, 2018 2017 2018 2017 Tax provision (recovery) at effective tax rate (21%) $ 54,104 $ (30,505 ) $ 19,630 $ (50,756 ) Change in valuation reserve (54,104 ) 30,505 (19,630 ) 50,756 Tax provision (recovery), net $ — $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and (liabilities) are as follows: August 31, 2018 November 30, 2017 Net operating loss carry forwards available at effective tax rate (21%) $ 1,696,000 $ 1,175,602 Less: Valuation Allowances (1,696,000 ) (1,175,602 ) Deferred Tax Asset $ – $ – |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 234,595 – – 234,595 234,595 Total derivative liabilities $ 234,595 $ – $ – $ 234,595 $ 234,595 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | he table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the Nine months ended August 31, 2018: Derivative Liability Fair value, November 30, 2017 $ 362,091 Additions 63,960 Change in fair value (191,457 ) Transfers in and/or out of Level 3 – Fair value, August 31, 2018 $ 234,595 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Aug. 31, 2018USD ($) |
Accounting Policies [Abstract] | |
Unrecognized tax benefits | $ 8,076,069 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 15, 2015 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2016 | Nov. 30, 2017 |
Notes payable, related party | $ 685,000 | $ 685,000 | |||
Proceeds from related party | $ 70,000 | ||||
Payless Truckers, Inc [Member] | |||||
Interest rate | 10.00% | ||||
Proceeds from related party | $ 70,000 | ||||
Imputed interest | 2,333 | ||||
CEO and Shareholder [Member] | |||||
Monthly rent expense | $ 2,025 | ||||
President [Member] | |||||
Proceeds from related party | $ 10,200 | ||||
President [Member] | Convertible Promissory Note Agreement [Member] | |||||
Notes payable, related party | $ 685,000 | ||||
Debt instrument, maturity date | Dec. 15, 2018 | ||||
Interest rate | 10.00% | ||||
Debt instrument, description | Mr. Viola has the option to convert any portion of the unpaid principal balance into the Company's common shares at a discount to market of 50% at any time. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ (1,356,563) | |
Accumulated deficit | $ (8,076,059) | $ (8,169,535) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | |
Aug. 31, 2018 | Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 8,076,059 | |
Federal income tax, description | Expire between 2018 and 2034. | |
Income tax rate, percentage | 21.00% | |
Valuation allowances of deferred tax assets | $ 1,696,000 | $ 1,175,602 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Tax provision (recovery) at effective tax rate (21%) | $ 54,104 | $ (30,505) | $ 19,630 | $ (50,756) |
Change in valuation reserve | (54,104) | 30,505 | (19,630) | 50,756 |
Tax provision (recovery), net |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) (Parenthetical) | 9 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate for provision | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards available at effective tax rate (21%) | $ 1,696,000 | $ 1,175,602 |
Less: Valuation Allowances | (1,696,000) | (1,175,602) |
Deferred Tax Asset |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (Parenthetical) | 9 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate for operating loss carry forwards | 21.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 23, 2016 | Dec. 30, 2015 | Aug. 31, 2015 | Aug. 31, 2018 | May 31, 2018 | Jan. 21, 2016 |
Convertible Note Agreement [Member] | LG Capital [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.0003 | |||||
Convertible Note Agreement [Member] | LG Capital [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.0008 | |||||
Convertible Note Agreement [Member] | LG Capital [Member] | Dividend Rate [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0 | |||||
Convertible Note Agreement [Member] | LG Capital [Member] | Volatility [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 1.95 | |||||
Convertible Note Agreement [Member] | LG Capital [Member] | Volatility [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 2.36 | |||||
Convertible Note Agreement [Member] | LG Capital [Member] | Accredited Investor [Member] | ||||||
Debt instrument principal value | $ 75,000 | |||||
Debt interest rate | 8.00% | |||||
Debt instrument maturity date | Feb. 28, 2016 | |||||
Notes payable | $ 55,224 | |||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.0003 | 0.0003 | ||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.16 | 0.0016 | ||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Dividend Rate [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0 | 0 | ||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Volatility [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 2.08 | 2.08 | ||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Volatility [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 2.69 | 2.69 | ||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Accredited Investor [Member] | ||||||
Debt instrument principal value | $ 61,000 | $ 130,000 | ||||
Debt interest rate | 12.00% | 10.00% | ||||
Debt instrument maturity date | Aug. 23, 2017 | Sep. 30, 2016 | ||||
Notes payable | 113,992 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.0003 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0.0016 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Dividend Rate [Member] | ||||||
Fair value assumptions, measurement input, percentages | 0 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Volatility [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 2.08 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Volatility [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 2.69 | |||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Accredited Investor [Member] | ||||||
Debt instrument principal value | $ 8,000 | |||||
Debt interest rate | 5.00% | |||||
Notes payable | 6,500 | |||||
Convertible Note Amended Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Accredited Investor [Member] | ||||||
Notes payable | $ 10,000 | |||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Accredited Investor [Member] | ||||||
Notes payable | $ 97,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 9 Months Ended | |
Aug. 31, 2018 | Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative liability | $ 234,595 | $ 362,091 |
Increase in derivative liabilities | 63,960 | |
Change in fair value of derivative liabilities | $ 228,896 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Aug. 31, 2018 | Nov. 30, 2017 |
Derivative liabilities on conversion feature | $ 234,595 | |
Total derivative liabilities | 234,595 | $ 362,091 |
Carrying Value [Member] | ||
Derivative liabilities on conversion feature | 234,595 | |
Total derivative liabilities | 234,595 | |
Level 1 [Member] | ||
Derivative liabilities on conversion feature | ||
Total derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities on conversion feature | ||
Total derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities on conversion feature | 234,595 | |
Total derivative liabilities | $ 234,595 |
Derivative Liabilities - Summ_2
Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) | 9 Months Ended |
Aug. 31, 2018USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value, beginning balance | $ 362,091 |
Additions | 63,960 |
Change in fair value | (191,457) |
Transfers in and/or out of Level 3 | |
Fair value, ending balance | $ 234,595 |