Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2020 | Mar. 23, 2021 | May 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Daniels Corporate Advisory Company, Inc. | ||
Entity Central Index Key | 0001498291 | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 300,797,682 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 200,858 | $ 75,914 |
Accounts receivable | 2,903 | 30 |
Inventory | 191,124 | 504,135 |
Prepaid expenses and other current assets | 96,577 | 15,187 |
Right of use assets | 24,993 | 49,212 |
Total current assets | 516,455 | 644,478 |
Property and equipment, net | 658,985 | 257,431 |
Total assets | 1,175,440 | 901,909 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 763,383 | 710,581 |
Accounts payable and accrued liabilities, related party | 541,034 | 369,303 |
Notes payable, related party | 685,000 | 685,000 |
Notes payable, net of loan discounts - current portion | 835,734 | 709,313 |
Derivative liabilities | 1,592,017 | 1,650,520 |
Lease liabilities | 24,993 | 50,000 |
Related party payables | 313,782 | 242,706 |
Total current liabilities | 4,755,943 | 4,417,423 |
Notes payable – noncurrent portion | 268,500 | |
Total liabilities | 5,024,443 | 4,417,423 |
Commitments and contingencies | ||
Preferred Stock: | ||
Redeemable convertible preferred stock, Series B, $0.001 par value. 1,000,000 shares authorized; 289,000 and 0 shares issued and outstanding as of November 30, 2020 and 2019, respectively | 35,536 | |
Stockholders' Deficit: | ||
Series A preferred stock, $0.001 par value. 100,000 shares authorized; 100,000 shares issued and outstanding as of November 30, 2020 and 2019, respectively | 100 | 100 |
Common stock, $0.001 par value. 6,000,000,000 shares authorized; 241,774,989 and 25,546,452 shares issued and outstanding as of November 30, 2020 and 2019, respectively | 241,775 | 25,546 |
Additional paid-in capital | 7,993,255 | 7,171,768 |
Accumulated deficit | (12,055,320) | (10,648,579) |
Accumulated other comprehensive loss | (64,349) | (64,349) |
Total stockholders' deficit | (3,884,539) | (3,515,514) |
Total liabilities, preferred stock and stockholders' deficit | $ 1,175,440 | $ 901,909 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2020 | Nov. 30, 2019 |
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Redeemable convertible preferred stock, shares issued | 289,000 | 0 |
Redeemable convertible preferred stock, shares outstanding | 289,000 | 0 |
Preferred stock, shares authorized | 50,100,000 | 50,100,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 241,774,989 | 25,546,452 |
Common stock, shares outstanding | 241,774,989 | 25,546,452 |
Series A Preferred Stock [Member] | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 3,769,161 | $ 3,836,820 |
Cost of goods sold | 3,025,053 | 3,473,819 |
Gross margin | 744,108 | 363,001 |
Selling, general and administrative expenses | 1,085,313 | 681,028 |
Stock based compensation | 661,250 | |
Income (loss) from operations | (1,002,455) | (318,027) |
Other income (expense) | ||
Derivative expense | (254,678) | |
Gain (loss) on change in derivative liabilites | 621,557 | (464,333) |
Interest income (expense), net | (373,856) | (570,391) |
Other expense | (9,070) | |
Total other income (expense) | 238,631 | (1,289,402) |
Income (loss) before income taxes | (763,824) | (1,607,429) |
Provision for income taxes (benefit) | ||
Net income (loss) | (763,824) | (1,607,429) |
Deemed dividend on preferred stock | 642,916 | |
Net income (loss) attributable to common stockholders | $ (1,406,741) | $ (1,607,429) |
Basic and diluted earnings (loss) per common share | $ (0.04) | $ (0.07) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 37,398,549 | 23,292,729 |
Comprehensive loss: | ||
Net income (loss) | $ (763,824) | $ (1,607,429) |
Comprehensive income (loss) | $ (763,824) | $ (1,607,429) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series B Callable Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance at Nov. 30, 2018 | $ 100 | $ 21,127 | $ 7,032,417 | $ (9,041,150) | $ (64,349) | $ (2,051,855) | |
Balance, shares at Nov. 30, 2018 | 100,000 | 21,127,402 | |||||
Net income (loss) | (1,607,429) | (1,607,429) | |||||
Issuance of common stock in lieu of cash for loans payable and other accrued obligations | $ 1,151 | 40,258 | 41,409 | ||||
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, shares | 1,151,150 | ||||||
Conversion of convertible debentures and accrued interest into common stock | $ 3,268 | 10,426 | 13,694 | ||||
Conversion of convertible debentures and accrued interest into common stock, shares | 3,267,900 | ||||||
Recognition of beneficial conversion features related to convertible debentures | 88,667 | 88,667 | |||||
Balance at Nov. 30, 2019 | $ 100 | $ 25,546 | 7,171,768 | (10,648,579) | (64,349) | (3,515,514) | |
Balance, shares at Nov. 30, 2019 | 100,000 | 25,546,452 | |||||
Net income (loss) | (732,699) | (763,824) | |||||
Conversion of convertible debentures and accrued interest into common stock | $ 20,072 | 67 | 20,139 | ||||
Conversion of convertible debentures and accrued interest into common stock, shares | 20,071,179 | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts | |||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts, shares | 289,000 | ||||||
Accrued dividends and accretion of conversion feature on Series B preferred stock | $ 208,740 | (208,740) | (208,740) | ||||
Conversion of Series B preferred stock into common stock | $ (173,204) | $ 79,407 | 93,797 | 173,204 | |||
Conversion of Series B preferred stock into common stock, shares | (163,400) | 79,407,358 | |||||
Relief of derivative liability from conversion of Series B preferred stock into common stock | 160,122 | 160,122 | |||||
Deemed dividends related to conversion feature of Series B preferred stock | (434,176) | (434,176) | |||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 115,000 | 546,250 | 661,250 | ||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 115,000,000 | ||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 1,750 | 21,250 | 23,000 | ||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 1,750,000 | ||||||
Balance at Nov. 30, 2020 | $ 35,536 | $ 100 | $ 241,775 | $ 7,993,254 | $ (12,024,194) | $ (64,349) | $ (3,884,539) |
Balance, shares at Nov. 30, 2020 | 125,600 | 100,000 | 241,774,989 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (763,824) | $ (1,607,429) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 56,790 | 33,594 |
Amortization of debt discount | 32,708 | 368,125 |
Common stock issued in exchange for fees and services | 23,000 | |
Derivative expense | 254,678 | |
Gain (loss) on change in derivative liabilities | (621,557) | 464,333 |
Loss on disposal of property and equipment | 9,070 | |
Stock based compensation | 661,250 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,873) | 77,607 |
Inventory | 299,431 | (307,471) |
Prepaid expenses and other current assets | (67,809) | 184,785 |
Right of use assets and lease liabilities | (788) | 788 |
Accounts payable and accrued liabilities | 224,533 | 660,927 |
Related party payables | 71,076 | 25,006 |
Other noncurrent liabilities | 318,885 | |
Net cash provided by (used in) operating activities | 239,892 | 154,943 |
Cash flows from investing activities: | ||
Proceeds from the disposal of property and equipment | 83,751 | |
Purchase of property and equipment | (551,165) | (248,525) |
Net cash provided by (used in) financing activities | (467,414) | (248,525) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 289,000 | |
Proceeds from issuance of convertible debentures | 50,000 | 115,000 |
Proceeds from commercial loans payable | 88,000 | |
Repayments of convertible debentures | (52,500) | (2,500) |
Repayments of commercial loans payable | (22,034) | |
Net cash provided by (used in) financing activities | 352,466 | 112,500 |
Net increase (decrease) in cash and cash equivalents | 124,944 | 18,918 |
Cash and cash equivalents at beginning of period | 75,914 | 56,996 |
Cash and cash equivalents at end of period | 200,858 | 75,914 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued to reduce accounts payable and other accrued liabilities | 41,409 | |
Conversion of convertible debentures and accrued interest into common stock | 20,138 | 13,694 |
Conversion of Series B preferred stock into common stock | 173,204 | |
Discount for issuance costs and/or beneficial conversion features on convertible debentures | 2,500 | 88,667 |
Accrued dividends and accretion of conversion feature on Series B preferred stock | 208,740 | |
Deemed dividends related to conversion feature of Series B preferred stock | 434,176 | |
Relief of derivative liability from conversion of Series B preferred stock into common stock | $ 160,122 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [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 or lease commercial vehicles to long haul drivers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company has 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 (“US GAAP”). The Company believes these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of its consolidated financial position and consolidated results of operations for the periods presented. Use of Estimates The preparation of financial statements in conformity with US GAAP 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 The Company’s future results of operations and financial condition will be impacted by the following factors, among others: its lack of capital resources, dependence on third-party management to operate the companies in which it invests and dependence on the successful development and marketing of any new products in new and existing markets. Generally, the Company is 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 its business. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. 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, class 8 heavy duty trucks primarily acquired at auction. Inventory is valued at the lower of cost (specific identification method) or net realizable 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 November 30, 2020. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. 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 accounts receivable, accounts payable and accrued expenses, notes payable, notes payable to related parties, related parties payable and derivative liabilities. 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 Loss 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. Other-Than-Temporary Impairment All of the Company’s 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 the Company uses 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. As of December 31, 2020 and 2019, the Company did not recognize any impairment losses related to non-marketable or other investments. Revenue and Cost Recognition The Company recognizes revenue when it satisfies performance obligations by the transfer of control of products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company recognizes revenue from class 8 heavy duty truck sales to customers when it satisfies its performance obligation, at a point in time, when title to the truck is transferred to the customer and collection of cash is certain. Delivery or shipping charges billed to customers, if applicable, are included in product sales and the related shipping costs are included in cost of goods sold. The Company also recognizes revenue from the rental of class 8 heavy-duty trucks to customers. Revenue from these truck rental agreements is recognized based upon the passage of time over the term of the arrangement once control of the underlying asset has been transferred to the customer. The arrangements require weekly payments, and the customer may cancel the agreement at any time by notifying the Company in writing at least 30 days before such termination. Revenue is recognized and related accounts receivable is recorded when the Company has transferred a good or service to a customer and its right to receive consideration is unconditional through the completion of our performance obligation. The Company had accounts receivable totaling $2,903 and $30 as of November 30, 2020 and 2019, respectively. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, “Leases” Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-Use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. The adoption did not impact the Company’s beginning retained earnings, or prior year consolidated statements of income and statements of cash flows. Property and Equipment, Net Property and equipment, net is reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized. 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” Net 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. Reverse Stock Split All common share amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively restated to reflect the Company’s one-for-200 reverse capital stock split effective September 27, 2019. Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 - RELATED PARTY TRANSACTIONS The Company currently rents space from Arthur Viola, the Company’s president. This is a month-to-month rental and there is no commitment beyond each month. The monthly rent expense is $2,100. Effective December 15, 2016, Arthur Viola entered into a $685,000 convertible promissory note agreement with the Company and forgave all remaining amounts outstanding at that time. The note matured 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 stock at a discount to market of 50% at any time. No repayment or conversion of the note occurred as of November 30, 2020, and no notice of default has been issued. In 2016, Mr. Viola personally funded $10,200 in expenses on behalf of the Company. These advances were made interest free with no maturity date. No repayments have been made against these advances as of November 30, 2020. Mr. Viola is entitled to receive a salary of $175,000 annually. Mr. Viola has deferred all cash payments of his base salary in an effort to help the Company fund its operations. At November 30, 2020 and 2019, the total amount of accrued compensation owed to Mr. Viola was $541,034 and $369,303, respectively. These amounts are included in accounts payable. The Company’s wholly-owned subsidiary Payless Truckers, Inc. have received net loan proceeds aggregating $271,230 from a related party to help fund the subsidiary’s operations. The loans currently bear interest at rates ranging between 35% - 40%, are secured by certain inventory assets and are payable on demand. Two companies owned by Payless’ President and certain family members has loaned the Company floor plan financing for a monthly fee per truck financed. During the years ended November 30, 2020 and 2019, financing fees and interest totaling approximately $47,000 and $14,000, respectively, were paid to the related party. At November 30, 2020, the outstanding loan balance was $32,000. A company owned by Payless’s President serves as an authorized agent to sell trucks for the Company. During the years ended November 30, 2020 and 2019, sales commissions of $120,500 and $36,500, respectively, were paid to the related party. A different company owned by a brother of Payless’ president performs contract services, including sales and shop work, for the Company. During the years ended November 30, 2020 and 2019, sales commissions and shop work of $30,000 and $13,000, respectively, were paid to the related party. |
Going Concern
Going Concern | 12 Months Ended |
Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business as they become due. For the year ended November 30, 2020, the Company incurred a net loss of $763,824 and had a working capital deficit of $4,239,488. The Company has relied, in large part, upon debt financing to fund its operations. As of November 30, 2020, the Company had outstanding indebtedness, net of discounts, of $1,789,234 and had $200,858 in cash. As such, there is substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as such is dependent upon management’s ability to successfully execute its business plan, including increasing revenues through the sale of existing and future product offerings and reducing expenses in order to meet the Company’s current and future obligations. In addition, the Company’s ability to continue as a going concern is dependent upon management’s ability to successfully satisfy, refinance or replace its current indebtedness. Failure to satisfy existing or obtain new financing may have a material adverse impact on the Company’s operations and liquidity. The Company is expanding its operations through its leasing program. It believes that it is well positioned to generate significant recurring revenue and cash flows required to sustain its operations. However, even if the Company is successful in executing its plan, the Company may not generate enough revenue to satisfy all of its current obligations as they become due in addition to its outstanding indebtedness. Until the Company consistently generates positive cash flow from its operations, or successfully satisfies, refinances or replaces its current indebtedness, there is substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company is unable to operate as a going concern. |
COVID-19
COVID-19 | 12 Months Ended |
Nov. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
COVID-19 | NOTE 5 - COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 - COMMITMENTS AND CONTINGENCIES Commitments The Company currently has no long-term commitments. Contingencies None. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 - PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Machinery and equipment 6,432 (1,738 ) 4,694 4,600 (164 ) 4,436 Vehicles 711,164 (56,873 ) 654,291 286,425 (33,430 ) 252,995 Total property and equipment $ 717,596 $ (58,611 ) $ 658,985 $ 291,025 $ (33,594 ) $ 257,431 For the years ended November 30, 2020 and 2019, the Company recorded depreciation expense of $56,790 and $33,594, respectively. During the year ended November 30, 2020, the Company received proceeds of $83,751 and recorded a loss of $9,070 related to the disposal of two trucks. Additionally, the Company reclassified one truck from property and equipment to inventory. |
Leases
Leases | 12 Months Ended |
Nov. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 8 - LEASES The Company has entered into operating leases primarily for real estate. These leases have terms which range from one year to two years, and often include one or more options to renew. The Company recognizes on the balance sheet at the time of lease commencement or modification a right of use (“RoU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. RoU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company recorded ROU assets of $24,993 in assets and lease liabilities of $24,993 for operating leases as of November 30, 2020. For the year ended November 30, 2020, the Company recognized approximately $71,918 in total lease costs. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company’s operating right-of-use assets and related lease liabilities were as follows: Cash paid for operating lease liabilities $ 30,000 Weighted-average remaining lease term (in years) 0.9 Weighted-average discount rate 10.0 % Minimum future lease payments 27,500 The following table presents the Company’s future minimum lease obligation under ASC 842 as of November 30, 2020: 2021 fiscal year $ 27,500 |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 - 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 years ended November 30, 2020 and 2019: November 30, 2020 November 30, 2019 Tax provision (recovery) at effective tax rate (21%) $ (160,403 ) $ (337,560 ) Change in valuation reserve 160,403 337,560 Tax provision (recovery), net $ – $ – As of November 30, 2020, the Company had approximately $12.1 million in net operating loss carry forwards for federal income tax purposes which expire at various times through 2039. 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 carry-forward. 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: November 30, 2020 November 30, 2019 Net operating loss carry forwards available at effective tax rate (21%) $ 2,532,000 $ 2,236,000 Valuation Allowances (2,532,000 ) (2,236,000 ) 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 $2.5 million at November 30, 2020. The Company did not utilize any NOL deductions for the full fiscal year ended November 30, 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 10 - NOTES PAYABLE 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 0.03% to 0.08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. As of November 30, 2020, 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 0.03% to 0.16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2020, the note balance was $98,459 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 0.03% to 0.16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2020, the note balance was $4,000 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 0.03% to 0.16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. The Company amended its convertible note agreement to allow for additional principal borrowings. As of November 30, 2020, the note balance was $78,700 and all associated loan discounts were fully amortized. On October 15, 2018, the Company entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $350,000, unsecured, with principal and interest (stated at 12%) amounts due and payable upon maturity on July 15, 2019. At any time following issuance, 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 2.67% to 2.70%; Dividend rate of 0%; and, historical volatility rates ranging from 390% to 423%. As of November 30, 2020, the note balance was $350,000 and all associated loan discounts were fully amortized. On February 14, 2019, the Company entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $57,750, secured by all of the assets of the Company and its subsidiaries, with principal and interest (stated at 12%) amounts due and payable upon maturity on November 14, 2019. At any time following issuance, 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 1.76% to 2.54%; Dividend rate of 0%; and, historical volatility rates ranging from 139% to 1,467%. As of November 30, 2020, the note balance was $57,750 and all associated loan discounts were fully amortized. On July 22, 2019, the Company entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $75,250, secured by all of the assets of the Company and its subsidiaries, with principal and interest (stated at 12%) amounts due and payable upon maturity on April 22, 2020. At any time following issuance, 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 1.76% to 1.95%; Dividend rate of 0%; and, historical volatility rates ranging from 1,313% to 1,467%. As of November 30, 2020, the note balance was $75,250 and all associated loan discounts were fully amortized. On January 31, 2020, the Company issued a promissory note to GC Capital Partners, LLC in the amount of $52,500, unsecured, with principal amounts payable in monthly installments of $10,000 until maturity on August 26, 2020. The note had an original issuance discount of $2,500, which will be amortized on a straight-line basis over the life of the note. As of November 30, 2020, the note balance was $0 and all associated loan discounts were fully amortized. On September 10, 2020, the Company executed two future receivables sale and purchase agreements with Sutton Funding. Under the agreements, the Company sold an aggregate of $67,200 in future receivables for a purchase amount of $48,000. The aggregate principal amount is payable in daily installments totaling $538 until such time that the obligation is fully satisfied (approximately four months). On September 10, 2020, the Company executed a merchant cash advance agreement with Biz Buzz Capital. Under the agreement, the Company sold an aggregate of $57,200 in future receivables for a purchase amount of $40,000. The aggregate principal amount is payable in weekly installments totaling $3,180 until such time that the obligation is fully satisfied (approximately four months). On September 17, 2020, the Company sold an aggregate $76,000 in secured promissory notes to individual investors. The notes bear interest at 30% and are secured by the trucks for which the notes proceeds were used to purchase. Principal and interest are payable monthly, on an amortized basis over 48 months, with the last payment due on August 25, 2024. On October 13, 2020, the Company sold a $38,000 secured promissory note to an individual investor. The note bears interest at 30% and is secured by the truck for which the note proceeds were used to purchase. Principal and interest are payable monthly, on an amortized basis over 48 months, with the last payment due on October 10, 2024. On October 16, 2020, the Company sold a $37,000 secured promissory note to an individual investor. The note bears interest at 30% and is secured by the truck for which the note proceeds were used to purchase. Principal and interest are payable monthly, on an amortized basis over 48 months, with the last payment due on October 10, 2024. On October 26, 2020, the Company sold an aggregate $82,000 in secured promissory notes to individual investors. The notes bear interest at 30% and are secured by the trucks for which the notes proceeds were used to purchase. Principal and interest are payable monthly, on an amortized basis over 48 months, with the last payment due on October 15, 2024. On November 20, 2020, the Company sold an aggregate $90,000 in secured promissory notes to individual investors. The notes bear interest at 30% and are secured by the trucks for which the notes proceeds were used to purchase. Principal and interest are payable monthly, on an amortized basis over 48 months, with the last payment due on October 20, 2024. As of November 30, 2020, the total outstanding principal on these secured promissory notes was approximately $319,000, with $50,385 classified as current, or payable within the next twelve months. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Nov. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 11 - 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 some of the Company’s convertible promissory notes and Series B preferred mandatorily redeemable convertible stock. The convertible promissory notes are hybrid instruments which contain embedded derivative features which individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative features include the conversion features to the notes. Pursuant to ASC 815, the value of the embedded derivative liabilities has been bifurcated from the debt host contract and recorded as derivative liabilities 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 Series B preferred mandatorily redeemable convertible stock are hybrid instruments which contain embedded derivative features which individually warrant separate accounting as a derivative instrument under Paragraph 815-10-15-83. The embedded derivative features include the conversion features to the preferred stock. Pursuant to ASC 815, the value of the embedded derivative liabilities has been bifurcated from the debt host contract and recorded as derivative liabilities resulting in a reduction of the initial carrying amount (as unaccreted dividend) of the preferred stock, which are amortized as stock dividend to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the preferred stock. The embedded derivative within the notes 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 November 30, 2020 and 2019, the estimated fair value of derivative liabilities was determined to be $1,592,017 and $1,650,520, respectively. During the year November 30, 2020, the Company recognized additional derivative liabilities of $723,176, compared to $254,678 during the year ended November 30, 2019. The change in the fair value of derivative liabilities for the years ended November 30, 2020 and 2019 was a gain of $621,557 and a loss of $464,333, respectively, 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 as of November 30, 2019: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 1,650,520 – – 1,650,520 1,650,520 Total derivative liabilities $ 1,650,520 $ – $ – $ 1,650,520 $ 1,650,520 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 as of November 30, 2020: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 1,592,017 – – 1,592,017 1,592,017 Total derivative liabilities $ 1,592,017 $ – $ – $ 1,592,017 $ 1,592,017 F-16 Summary of the Changes in Fair Value of Level 3 Financial Liabilities The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended November 30, 2020 and 2019: Derivative Liabilities Fair value, November 30, 2018 $ 931,509 Additions 254,678 Change in fair value 464,333 Fair value, November 30, 2019 1,650,520 Additions 723,176 Relief from conversion of preferred stock (160,122 ) Change in fair value (621,557 ) Fair value, November 30, 2020 $ 1,592,017 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 – STOCKHOLDERS’ EQUITY The Company is authorized to issue two classes of shares being designated preferred stock and common stock. Preferred Stock The number of shares of preferred stock authorized is 50,100,000, par value $0.001 per share. At November 30, 2020 and 2019, the Company had 100,000 shares of Series A preferred stock issued and outstanding, and 125,600 and 0 shares of Series B preferred stock issued and outstanding, respectively. Series A Preferred Stock Mr. Arthur D. Viola, the Company’s president, owns 100,000 shares of super voting preferred stock entitling him to vote sixty-six and two-thirds percent (66.67%) of the common stock shares in any common stock vote. Series B Preferred Stock On February 24, 2020, the Company filed a certificate of designations with the State of Nevada, designating 1,000,000 of its available preferred shares as Series B preferred mandatorily redeemable convertible stock, stated value of $1.00 per share, and with a par value of $0.001 per share. The shares will carry an annual ten percent (10%) cumulative dividend, compounded daily, payable solely upon redemption, liquidation or conversion. The certificate of designations provides the Company with the opportunity to redeem the Series B shares at various increased prices at time intervals up to the 6-month anniversary of the closing and mandates full redemption on the 12-month anniversary. The holder may convert the Series B shares into shares of the Company’s common stock, commencing on the 6-month anniversary of the closing at a 35% discount to the lowest closing price during the 20-day trading period immediately preceding the notice of conversion. All shares of mandatorily redeemable convertible preferred stock have been presented outside of permanent equity in accordance with ASC 480, Classification and Measurement of Redeemable Securities On March 19, 2020, the Company sold 73,000 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $70,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $144,894, valued using the Black-Scholes Model, associated with Series B preferred shares. On May 22, 2020, the Company sold 103,000 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $100,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $408,566, valued using the Black-Scholes Model, associated with Series B preferred shares. On July 6, 2020, the Company sold 58,000 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $55,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $92,317, valued using the Black-Scholes Model, associated with Series B preferred shares. On November 19, 2020, the Company sold 55,000 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $49,800 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $77,399, valued using the Black-Scholes Model, associated with Series B preferred shares. As of November 30, 2020, the estimated fair value of these derivative liabilities was determined to be $123,104. The change in the fair value for the year ended November 30, 2020 was an unrealized gain of $439,950. During the year ended November 30, 2020, the Company recorded $195,044 of accretion of discounts and $13,696 in dividends. As of November 30, 2020, there were 125,600 shares outstanding and a remaining unamortized discount of $93,956. Common Stock The number of shares of common stock authorized is 6,000,000,000, par value $0.001 per share. At November 30, 2020 and 2019, the Company had 241,774,989 and 25,546,452 shares of common stock, respectively, issued and outstanding. On January 9, 2019, the Company issued 1,054,250 shares of its common stock in exchange for the conversion of $6,325 of convertible debt principal. On January 15, 2019, the Company issued 1,054,250 shares of its common stock in exchange for the conversion of $6,325 of convertible debt principal. On September 27, 2019, FINRA approved a one-for-200 reverse split of the Company’s common stock. All common share amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively restated to reflect the one-for-200 reverse capital stock. On October 10, 2019, the Company issued 1,159,400 shares of its common stock in exchange for the conversion of $1,043 of convertible debt principal. On October 11, 2019, the Company issued 1,151,150 shares of its common stock in lieu of cash to satisfy certain accounts payable owed to a service provider. On February 3, 2020, the Company issued 1,000,000 shares of common stock to a lender for commitment fees under a securities purchase agreement with the Company. On February 12, 2020, the Company issued 750,000 shares of common stock to a vendor for public relations services provided to the Company. On March 19, 2020, the Company issued 1,362,000 shares of its common stock in exchange for the conversion of $1,838 of convertible debt principal. On June 10, 2020, the Company issued 1,430,000 shares of its common stock in exchange for the conversion of $1,330 of convertible debt principal. On September 2, 2020, the Company issued 1,501,398 shares of its common stock in exchange for the conversion of $3,243 of convertible debt principal. On September 22, 2020, the Company issued 1,558,824 shares of its common stock in exchange for the conversion of $7,950 of Series B convertible preferred stock and accrued dividends. On October 14, 2020, the Company issued 1,606,061 shares of its common stock in exchange for the conversion of $5,300 of Series B convertible preferred stock and accrued dividends. On October 23, 2020, the Company issued 1,702,424 shares of its common stock in exchange for the conversion of $5,618 of Series B convertible preferred stock and accrued dividends. On November 2, 2020, the Company issued 1,817,143 shares of its common stock in exchange for the conversion of $3,816 of Series B convertible preferred stock and accrued dividends. On November 2, 2020, the Company issued 1,819,195 shares of its common stock in exchange for the conversion of $1,583 of convertible debt principal. On November 4, 2020, the Company issued 1,867,619 shares of its common stock in exchange for the conversion of $3,922 of Series B convertible preferred stock and accrued dividends. On November 4, 2020, the Company issued 1,909,793 shares of its common stock in exchange for the conversion of $1,662 of convertible debt principal. On November 5, 2020, the Company issued 1,867,619 shares of its common stock in exchange for the conversion of $3,922 of Series B convertible preferred stock and accrued dividends. On November 6, 2020, the Company issued 1,867,619 shares of its common stock in exchange for the conversion of $3,922 of Series B convertible preferred stock and accrued dividends. On November 11, 2020, the Company issued 2,271,429 shares of its common stock in exchange for the conversion of $4,770 of Series B convertible preferred stock and accrued dividends. On November 11, 2020, the Company issued 2,375,494 shares of its common stock in exchange for the conversion of $2,067 of convertible debt principal. On November 11, 2020, the Company issued 115,000,000 shares of its common stock to employees and advisors as compensation. On November 16, 2020, the Company issued 2,372,381 shares of its common stock in exchange for the conversion of $4,982 of Series B convertible preferred stock and accrued dividends. On November 18, 2020, the Company issued 8,328,571 shares of its common stock in exchange for the conversion of $17,490 of Series B convertible preferred stock and accrued dividends. On November 19, 2020, the Company issued 7,470,476 shares of its common stock in exchange for the conversion of $15,688 of Series B convertible preferred stock and accrued dividends. On November 20, 2020, the Company issued 8,429,524 shares of its common stock in exchange for the conversion of $17,702 of Series B convertible preferred stock and accrued dividends. On November 23, 2020, the Company issued 8,833,333 shares of its common stock in exchange for the conversion of $18,550 of Series B convertible preferred stock and accrued dividends. On November 23, 2020, the Company issued 9,673,299 shares of its common stock in exchange for the conversion of $8,416 of convertible debt principal. On November 24, 2020, the Company issued 8,833,333 shares of its common stock in exchange for the conversion of $18,550 of Series B convertible preferred stock and accrued dividends. On November 25, 2020, the Company issued 9,590,476 shares of its common stock in exchange for the conversion of $20,140 of Series B convertible preferred stock and accrued dividends. On November 30, 2020, the Company issued 10,990,526 shares of its common stock in exchange for the conversion of $20,882 of Series B convertible preferred stock and accrued dividends. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 13 - LEGAL PROCEEDINGS The Company is not currently a party to any material legal proceedings. The Company’s counsel has no formal knowledge in the form of filings of any pending or contemplated litigation, claims or assessments. With regard to matters recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure and to which counsel has formed a professional conclusion that the Company should disclosure or consider disclosure concerning such possible claims or assessment, as a matter of professional responsibility to the Company, counsel will so advise and will consult with the company concerning the question of such disclosure and the applicable requirements of FASB ASC 450, “Contingencies”. To date, counsel has no formal knowledge of any unasserted possible claims. |
Segment Information
Segment Information | 12 Months Ended |
Nov. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 14 – SEGMENT INFORMATION The Company views its operations and manages its business as one segment. The Company business is to acquire, refurbish, add location electronics, advertise and either sell or lease its commercial vehicles to independent drivers and operators. The Company’s customers represent a single market or segment. As such, the Company makes operating decisions and assesses financial performance only for the Company as a whole and does not make operating decisions or assess financial performance from the sale or lease of commercial vehicles individually. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Nov. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 15 – REVENUE RECOGNITION The Company recognizes revenue when it satisfies performance obligations by the transfer of control of products or services to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services. The Company recognizes revenue from class 8 heavy duty truck sales to customers when it satisfies its performance obligation, at a point in time, when title to the truck is transferred to the customer and collection of cash is certain. Delivery or shipping charges billed to customers, if applicable, are included in product sales and the related shipping costs are included in cost of goods sold. For the year ended November 30, 2020, the Company recognized sales revenue from the resale of refurbished trucks of $3,324,479, as compared to sales revenue from the resale of refurbished trucks of $3,600,119 during the year ended November 30, 2019. The Company also recognize revenue from the rental of class 8 heavy-duty trucks to customers. Revenue from these truck rental agreements is recognized based upon the passage of time over the term of the arrangement once control of the underlying asset has been transferred to the customer. The arrangements require weekly payments, and the customer may cancel the agreement at any time by notifying the Company in writing at least 30 days before such termination. For the year ended November 30, 2020, the Company recognized sales revenue from the rental of its trucks of $417,937, as wells as repair income of $26,745, as compared to sales revenue from the rental of its trucks of $235,428 during the year ended November 30, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2020 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, except as follows: On December 1, 2020, the Company issued 7,420,000 shares of its common stock in exchange for the conversion of $13,356 of Series B convertible preferred stock and accrued dividends. On December 9, 2020, the Company issued 12,434,783 shares of its common stock in exchange for the conversion of $8,580 of convertible debt principal. On December 16, 2020, the Company executed two future receivables sale and purchase agreements with Sutton Funding. Under the agreements, the Company sold an aggregate of $140,000 in future receivables for a purchase amount of $100,000. The aggregate principal amount is payable in daily installments totaling $1,272 until such time that the obligation is fully satisfied. On December 21, 2020, the Company executed a future receivables sale and purchase agreement with Sutton Funding. Under the agreement, the Company sold an aggregate of $70,000 in future receivables for a purchase amount of $50,000. The aggregate principal amount is payable in daily installments totaling $676 until such time that the obligation is fully satisfied. On December 30, 2020, the Company sold 53,500 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $50,000 pursuant to a Series B preferred stock purchase agreement. On January 8, 2021, the Company issued 7,227,273 shares of its common stock in exchange for the conversion of $15,900 of Series B convertible preferred stock and accrued dividends. On January 11, 2021, the Company issued 11,081,818 shares of its common stock in exchange for the conversion of $24,380 of Series B convertible preferred stock and accrued dividends. On January 13, 2021, the Company issued 10,095,238 shares of its common stock in exchange for the conversion of $21,200 of Series B convertible preferred stock and accrued dividends. On January 19, 2021, the Company sold 43,500 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $40,000 pursuant to a Series B preferred stock purchase agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has 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 (“US GAAP”). The Company believes these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of its consolidated financial position and consolidated results of operations for the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP 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 The Company’s future results of operations and financial condition will be impacted by the following factors, among others: its lack of capital resources, dependence on third-party management to operate the companies in which it invests and dependence on the successful development and marketing of any new products in new and existing markets. Generally, the Company is 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 its business. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. |
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, class 8 heavy duty trucks primarily acquired at auction. Inventory is valued at the lower of cost (first in, first out) or market 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 November 30, 2020. |
Convertible Instruments | Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
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 accounts receivable, accounts payable and accrued expenses, notes payable, notes payable to related parties, related parties payable and derivative liabilities. 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 Loss | Comprehensive Loss 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. |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment All of the Company’s 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 the Company uses 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 The Company recognizes revenue when it satisfies performance obligations by the transfer of control of products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company recognizes revenue from class 8 heavy duty truck sales to customers when it satisfies its performance obligation, at a point in time, when title to the truck is transferred to the customer and collection of cash is certain. Delivery or shipping charges billed to customers, if applicable, are included in product sales and the related shipping costs are included in cost of goods sold. The Company also recognizes revenue from the rental of class 8 heavy-duty trucks to customers. Revenue from these truck rental agreements is recognized based upon the passage of time over the term of the arrangement once control of the underlying asset has been transferred to the customer. The arrangements require weekly payments, and the customer may cancel the agreement at any time by notifying the Company in writing at least 30 days before such termination. Revenue is recognized and related accounts receivable is recorded when the Company has transferred a good or service to a customer and its right to receive consideration is unconditional through the completion of our performance obligation. The Company had accounts receivable totaling $2,903 and $30 as of November 30, 2020 and 2019, respectively. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, “Leases” Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-Use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. As a result of the adoption of ASC 842 on December 1, 2018, the Company recorded both operating lease ROU assets of $22,910 and operating lease liabilities of $22,910. As of November 30, 2020, operating lease ROU assets totaled $24,993 and operating lease liabilities totaled $24,993. The adoption did not impact the Company’s beginning retained earnings, or prior year consolidated statements of income and statements of cash flows. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized. |
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” |
Net Loss Per Share | Net 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. |
Reverse Stock Split | Reverse Stock Split All common share amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively restated to reflect the Company’s one-for-200 reverse capital stock split effective September 27, 2019. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | The following table sets forth the components of the Company’s property and equipment at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Machinery and equipment 6,432 (1,738 ) 4,694 4,600 (164 ) 4,436 Vehicles 711,164 (56,873 ) 654,291 286,425 (33,430 ) 252,995 Total property and equipment $ 717,596 $ (58,611 ) $ 658,985 $ 291,025 $ (33,594 ) $ 257,431 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating Right-of-Use Assets and Related Lease Liabilities | Information related to the Company’s operating right-of-use assets and related lease liabilities were as follows: Cash paid for operating lease liabilities $ 30,000 Weighted-average remaining lease term (in years) 0.9 Weighted-average discount rate 10.0 % Minimum future lease payments 27,500 |
Schedule of Future Minimum Lease Obligation | The following table presents the Company’s future minimum lease obligation under ASC 840 as of November 30, 2020: 2021 fiscal year $ 27,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
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 years ended November 30, 2020 and 2019: November 30, 2020 November 30, 2019 Tax provision (recovery) at effective tax rate (21%) $ (153,867 ) $ (337,560 ) Change in valuation reserve 153,867 337,560 Tax provision (recovery), net $ – $ – |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and (liabilities) are as follows : November 30, 2020 November 30, 2019 Net operating loss carry forwards available at effective tax rate (21%) $ 2,525,000 $ 2,236,000 Valuation Allowances (2,525,000 ) (2,236,000 ) Deferred Tax Asset $ – $ – |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | 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 ay November 30, 2019: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 1,650,520 – – 1,650,520 1,650,520 Total derivative liabilities $ 1,650,520 $ – $ – $ 1,650,520 $ 1,650,520 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 November 30, 2020: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 1,592,017 – – 1,592,017 1,592,017 Total derivative liabilities $ 1,592,017 $ – $ – $ 1,592,017 $ 1,592,017 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended November 30, 2020 and 2019: Derivative Liabilities Fair value, November 30, 2018 $ 931,509 Additions 254,678 Change in fair value 464,333 Fair value, November 30, 2019 1,650,520 Additions 723,176 Relief from conversion of preferred stock (160,122 ) Change in fair value (621,557 ) Fair value, November 30, 2020 $ 1,592,017 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 27, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Dec. 02, 2018 |
Federal deposit insurance corporation - insured, amount | $ 250,000 | |||
Accounts receivable | 2,903 | $ 30 | ||
Right-of-use assets | 24,993 | 49,212 | ||
Operating lease liabilities | $ 24,993 | $ 50,000 | ||
Reverse stock split, description | one-for-200 reverse capital stock | |||
ASU No. 2016-02 [Member] | ||||
Right-of-use assets | $ 22,910 | |||
Operating lease liabilities | $ 22,910 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 15, 2016 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2016 | Nov. 30, 2018 |
Payless Truckers, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | |||||
Proceeds from related party debt | |||||
Financing fees | |||||
Payless Truckers, Inc [Member] | Sales Commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party debt | |||||
Payless Truckers, Inc [Member] | Sales Commissions and Clerical Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party debt | |||||
Payless Truckers, Inc [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 35.00% | ||||
Payless Truckers, Inc [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 40.00% | ||||
Arthur Viola [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly rent expense | $ 2,100 | ||||
Related party transaction expenses | $ 10,200 | ||||
Salary received during period | 175,000 | ||||
Unpaid accrued compensation | 541,034 | 369,303 | |||
Arthur Viola [Member] | Convertible Promissory Note Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 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 stock at a discount to market of 50% at any time. No repayment or conversion of the note occurred as of November 30, 2020, and no notice of default has been issued. | ||||
Brother of Payless [Member] | Sales Commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party debt | |||||
Brother of Payless [Member] | Shop Work [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party debt |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (763,824) | $ (1,607,429) |
Working capital deficit | (4,239,488) | |
Outstanding indebtedness, net of discounts | 1,789,234 | |
Cash | $ 200,858 | $ 75,914 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Depreciation expense | $ 56,790 | $ 33,594 |
Proceeds form sale | 83,751 | |
Trucks [Member] | ||
Proceeds form sale | 83,751 | |
Loss on sale | $ 9,070 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 |
Cost | $ 717,596 | $ 291,025 | ||
Accumulated Depreciation | (58,611) | (33,594) | ||
Net Book Value | 658,985 | $ 658,985 | 257,431 | $ 257,431 |
Machinery and Equipment [Member] | ||||
Cost | 6,432 | 4,600 | ||
Accumulated Depreciation | (1,738) | (164) | ||
Net Book Value | 4,694 | 4,436 | ||
Vehicles [Member] | ||||
Cost | 711,164 | 286,425 | ||
Accumulated Depreciation | (56,873) | (33,430) | ||
Net Book Value | $ 654,291 | $ 252,995 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Leases [Abstract] | ||
Right-of-use assets | $ 24,993 | $ 49,212 |
Lease liabilities | 24,993 | $ 50,000 |
Total lease costs | $ 71,918 |
Leases - Schedule of Operating
Leases - Schedule of Operating Right-of-Use Assets and Related Lease Liabilities (Details) | 12 Months Ended |
Nov. 30, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 30,000 |
Weighted-average remaining lease term (in years) | 10 months 25 days |
Weighted-average discount rate | 10.00% |
Minimum future lease payments | $ 27,500 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Obligation (Details) | Nov. 30, 2020USD ($) |
Leases [Abstract] | |
2021 fiscal year | $ 27,500 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 12,000,000 | |
Federal income tax expiration, description | Expire between 2021 and 2039 | |
Effective income tax rate, percentage | 21.00% | 21.00% |
Valuation allowances of deferred tax assets | $ 2,525,000 | $ 2,236,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (recovery) at effective tax rate (21%) | $ (153,867) | $ (337,560) |
Change in valuation reserve | 153,867 | 337,560 |
Tax provision (recovery), net |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) (Parenthetical) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards available at effective tax rate (21%) | $ 2,525,000 | $ 2,236,000 |
Valuation Allowances | (2,525,000) | (2,236,000) |
Deferred Tax Asset |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (Parenthetical) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 21.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 20, 2020 | Oct. 26, 2020 | Oct. 13, 2020 | Sep. 17, 2020 | Jan. 31, 2020 | Jul. 22, 2019 | Feb. 14, 2019 | Oct. 15, 2018 | Nov. 23, 2016 | Dec. 30, 2015 | Aug. 31, 2015 | Oct. 16, 2021 | Nov. 30, 2020 | Oct. 16, 2020 | Nov. 30, 2019 | Jan. 21, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||
Loan discounts | $ 111,681 | |||||||||||||||
Notes payable current | 835,734 | $ 709,313 | ||||||||||||||
Secured Promissory Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | 319,000 | |||||||||||||||
Notes payable current | 50,385 | |||||||||||||||
Secured Promissory Notes [Member] | Investors [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument principal value | $ 90,000 | $ 82,000 | $ 76,000 | |||||||||||||
Debt interest rate | 30.00% | 30.00% | 30.00% | |||||||||||||
Debt instrument maturity date | Oct. 20, 2024 | Oct. 15, 2024 | Aug. 25, 2024 | |||||||||||||
Secured Promissory Notes [Member] | Investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument principal value | $ 38,000 | $ 37,000 | ||||||||||||||
Debt interest rate | 30.00% | 30.00% | ||||||||||||||
Debt instrument maturity date | Oct. 10, 2024 | Oct. 10, 2024 | ||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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] | LG Capital [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0003 | |||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0008 | |||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Dividend Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0 | |||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Volatility [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 1.95 | |||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Volatility [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 2.36 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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 | 98,459 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0003 | 0.0003 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0016 | 0.0016 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Dividend Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0 | 0 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Volatility [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 2.08 | 2.08 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Volatility [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 2.69 | 2.69 | ||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument principal value | $ 8,000 | |||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||
Notes payable | 4,000 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0003 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0016 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Dividend Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Volatility [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 2.08 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Volatility [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 2.69 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument principal value | $ 75,250 | $ 57,750 | $ 350,000 | |||||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | |||||||||||||
Debt instrument maturity date | Apr. 22, 2020 | Nov. 14, 2019 | Jul. 15, 2019 | |||||||||||||
Notes payable | 350,000 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Risk-free Interest [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0176 | 0.0176 | 0.0267 | |||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Risk-free Interest [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0.0195 | 0.0254 | 0.0270 | |||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Dividend Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 0 | 0 | 0 | |||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Volatility [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 1,313 | 1.39 | 3.90 | |||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Volatility [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument measurement input, percentage | 1,467 | 1,467 | 4.23 | |||||||||||||
Convertible Note Agreement [Member] | GC Capital Partners, LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument principal value | $ 52,500 | |||||||||||||||
Debt instrument maturity date | Aug. 26, 2020 | |||||||||||||||
Notes payable | 0 | |||||||||||||||
Monthly payments of note payable | $ 10,000 | |||||||||||||||
Loan discounts | $ 2,500 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | 78,700 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | 57,750 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | $ 75,250 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative liability | $ 1,592,017 | $ 1,650,520 |
Derivative liabilities | 723,176 | 254,678 |
Gain (loss) on change in derivative liabilities | $ 621,557 | $ (464,333) |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | $ 1,592,017 | $ 1,650,520 |
Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | 1,592,017 | 1,650,520 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | 1,592,017 | 1,650,520 |
Derivative Liabilities on Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | 1,592,017 | 1,650,520 |
Derivative Liabilities on Conversion Feature [Member] | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | 1,592,017 | 1,650,520 |
Derivative Liabilities on Conversion Feature [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | ||
Derivative Liabilities on Conversion Feature [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | ||
Derivative Liabilities on Conversion Feature [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | $ 1,592,017 | $ 1,650,520 |
Derivative Liabilities - Summ_2
Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value, beginning balance | $ 1,650,520 | $ 931,509 |
Additions | 723,176 | 254,678 |
Relief from conversion of preferred stock | (160,122) | |
Change in fair value | (621,557) | 464,333 |
Fair value, ending balance | $ 1,592,017 | $ 1,650,520 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 25, 2020USD ($)shares | Nov. 24, 2020USD ($)shares | Nov. 23, 2020USD ($)shares | Nov. 20, 2020USD ($)shares | Nov. 19, 2020USD ($)shares | Nov. 19, 2020USD ($)shares | Nov. 18, 2020USD ($)shares | Nov. 16, 2020USD ($)shares | Nov. 11, 2020USD ($)shares | Nov. 06, 2020USD ($)shares | Nov. 05, 2020USD ($)shares | Nov. 04, 2020USD ($)shares | Nov. 02, 2020USD ($)shares | Oct. 23, 2020USD ($)shares | Oct. 14, 2020USD ($)shares | Sep. 22, 2020USD ($)shares | Sep. 02, 2020USD ($)shares | Jul. 06, 2020USD ($)shares | Jun. 10, 2020USD ($)shares | May 22, 2020USD ($)shares | Mar. 19, 2020USD ($)shares | Feb. 24, 2020Trading$ / sharesshares | Feb. 12, 2020shares | Feb. 03, 2020shares | Oct. 11, 2019shares | Oct. 10, 2019USD ($)shares | Sep. 27, 2019 | Jan. 15, 2019USD ($)shares | Jan. 09, 2019USD ($)shares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares |
Preferred stock, shares authorized | 50,100,000 | 50,100,000 | 50,100,000 | |||||||||||||||||||||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||
Fair value of derivative liabilities | $ | $ 1,592,017 | $ 1,592,017 | $ 1,650,520 | |||||||||||||||||||||||||||||
Derivative liability | $ | 723,176 | 723,176 | 254,678 | |||||||||||||||||||||||||||||
Changes in fair value of unrealized loss on derivative | $ | 621,557 | $ (464,333) | ||||||||||||||||||||||||||||||
Accretion of discounts | $ | 122,319 | |||||||||||||||||||||||||||||||
Accrued dividends | $ | 8,623 | $ 8,623 | ||||||||||||||||||||||||||||||
Number of shares outstanding | 234,000 | |||||||||||||||||||||||||||||||
Remaining unamortized discount | $ | $ 111,681 | $ 111,681 | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | |||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Common stock, shares issued | 241,774,989 | 241,774,989 | 25,546,452 | |||||||||||||||||||||||||||||
Common stock, shares outstanding | 241,774,989 | 241,774,989 | 25,546,452 | |||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 9,673,299 | 2,375,494 | 1,909,793 | 1,819,195 | 1,501,398 | 1,430,000 | 1,362,000 | 1,159,400 | 1,054,250 | 1,054,250 | ||||||||||||||||||||||
Shares issued for conversion of debt | $ | $ 8,416 | $ 2,067 | $ 1,662 | $ 1,583 | $ 3,243 | $ 1,330 | $ 1,838 | $ 1,043 | $ 6,325 | $ 6,325 | $ 173,204 | |||||||||||||||||||||
Stockholders' equity, reverse stock split | one-for-200 reverse capital stock | |||||||||||||||||||||||||||||||
Service Provider [Member] | ||||||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 1,151,150 | |||||||||||||||||||||||||||||||
Vendor [Member] | ||||||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 750,000 | |||||||||||||||||||||||||||||||
Employees and Advisors [Member] | ||||||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 115,000,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 1,000,000 | |||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Arthur Viola [Member] | ||||||||||||||||||||||||||||||||
Preferred stock voting rights | Owns 100,000 shares of super voting preferred stock entitling him to vote sixty-six and two-thirds percent (66.67%) of the common stock shares in any common stock vote. | |||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 234,000 | 234,000 | 0 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 234,000 | 234,000 | 0 | |||||||||||||||||||||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 1,000,000 | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 0.001 | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, stated value | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, annual cumulative dividend percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt closing price percentage | 35.00% | |||||||||||||||||||||||||||||||
Debt trading days | Trading | 20 | |||||||||||||||||||||||||||||||
Fair value of derivative liabilities | $ | $ 123,104 | $ 123,104 | ||||||||||||||||||||||||||||||
Changes in fair value of unrealized loss on derivative | $ | $ 439,950 | |||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Series B Preferred Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Derivative liability | $ | $ 144,894 | |||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Shares issued for conversion of debt, shares | 10,990,526 | 959,047 | 8,833,333 | 8,833,333 | 8,429,524 | 7,470,476 | 8,328,571 | 2,372,381 | 2,271,429 | 1,867,619 | 1,867,619 | 1,867,619 | 1,817,143 | 1,702,424 | 1,606,061 | 1,558,824 | ||||||||||||||||
Shares issued for conversion of debt | $ | $ 20,882 | $ 20,140 | $ 18,550 | $ 18,550 | $ 17,702 | $ 15,688 | $ 17,490 | $ 4,982 | $ 4,770 | $ 3,922 | $ 3,922 | $ 3,922 | $ 3,816 | $ 5,618 | $ 5,300 | $ 7,950 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc. [Member] | Series B Preferred Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, annual cumulative dividend percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||
Number of shares sold | 55,000 | 58,000 | 103,000 | 73,000 | ||||||||||||||||||||||||||||
Number of shares sold value | $ | $ 49,800 | $ 55,000 | $ 100,000 | $ 70,000 | ||||||||||||||||||||||||||||
Derivative liability | $ | $ 77,399 | $ 92,317 | $ 408,566 |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Nov. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of business segment | 1 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Sales revenue | $ 3,769,161 | $ 3,836,820 |
Revenue termination description | The arrangements require weekly payments, and the customer may cancel the agreement at any time by notifying the Company in writing at least 30 days before such termination. | |
Refurbished Trucks [Member] | ||
Sales revenue | $ 3,324,479 | 3,600,119 |
Rental Trucks [Member] | ||
Sales revenue | 417,937 | $ 235,428 |
Repair [Member] | ||
Sales revenue | $ 26,745 |