Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2022 | Oct. 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 000-54762 | |
Entity Registrant Name | DANIELS CORPORATE ADVISORY COMPANY, INC. | |
Entity Central Index Key | 0001498291 | |
Entity Tax Identification Number | 04-3667624 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | Parker Towers, 104-60 | |
Entity Address, Address Line Two | Queens Boulevard | |
Entity Address, Address Line Three | 12th Floor | |
Entity Address, City or Town | Forest Hills | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11375 | |
City Area Code | (347) | |
Local Phone Number | 242-3148 | |
Entity Current Reporting Status | 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 Common Stock, Shares Outstanding | 1,741,199,100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 49,071 | $ 181,088 |
Accounts receivable, net | 8,270 | 7,896 |
Inventory | 104,186 | 208,504 |
Prepaid expenses and other current assets | 6,096 | |
Total current assets | 161,527 | 403,584 |
Property and equipment, net | 501,958 | 701,006 |
Total assets | 663,485 | 1,104,590 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 756,286 | 710,333 |
Accounts payable and accrued liabilities – related party | 848,784 | 726,233 |
Notes payable, related party | 685,000 | 685,000 |
Notes payable, net of loan discounts | 910,679 | 801,986 |
Derivative liabilities | 1,127,015 | 875,487 |
Related party payables | 86,635 | 168,081 |
Total current liabilities | 4,414,399 | 3,967,120 |
Other noncurrent liabilities | 250,410 | 338,081 |
Total liabilities | 4,664,809 | 4,305,201 |
Preferred Stock: | ||
Redeemable convertible preferred stock, Series B, $0.001 par value. 1,000,000 shares authorized; 140,500 and 240,000 shares issued and outstanding as of August 31, 2022 and November 30, 2021, respectively | 2,882 | 101,972 |
Stockholders’ Deficit: | ||
Series A preferred stock, $0.001 par value. 100,000 shares authorized; 100,000 shares issued and outstanding as of August 31, 2022 and November 30, 2021, respectively | 100 | 100 |
Common stock, $0.001 par value. 6,000,000,000 shares authorized; 1,741,199,100 and 779,298,529 shares issued and outstanding as of August 31, 2022 and November 30, 2021, respectively | 1,741,199 | 779,299 |
Subscription receivable | (75,050) | |
Additional paid-in capital | 8,408,392 | 8,366,837 |
Accumulated deficit | (14,014,498) | (12,384,470) |
Accumulated other comprehensive loss | (64,349) | (64,349) |
Total stockholders’ deficit | (4,004,206) | (3,302,583) |
Total liabilities, preferred stock and stockholders’ deficit | $ 663,485 | $ 1,104,590 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2022 | Nov. 30, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,100,000 | 1,100,000 |
Preferred stock, shares outstanding | 140,500 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,741,199,100 | 779,298,529 |
Common stock, shares outstanding | 1,741,199,100 | 779,298,529 |
Series B Preferred Stock [Member] | ||
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 | 140,500 | 240,000 |
Redeemable convertible preferred stock, shares outstanding | 140,500 | 240,000 |
Preferred stock, shares issued | 140,500 | 240,000 |
Preferred stock, shares outstanding | 140,500 | 240,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 335,366 | $ 1,189,371 | $ 1,328,599 | $ 3,544,792 |
Cost of goods sold | 205,161 | 828,142 | 812,859 | 2,486,524 |
Gross profit | 130,205 | 361,229 | 515,740 | 1,058,268 |
Selling, general and administrative expenses | 312,636 | 287,521 | 956,179 | 951,728 |
(Gain) on disposal of property and equipment | (38,126) | (11,212) | (68,227) | (23,509) |
Income (loss) from operations | (144,305) | 84,920 | (372,212) | 130,049 |
Other income (expense) | ||||
Gain (loss) on change in derivative liabilities | 4,241 | 334,197 | (689,004) | 758,504 |
Interest income (expense), net | (153,393) | (183,077) | (561,672) | (541,341) |
Total other income (expense) | (149,152) | 151,120 | (1,250,676) | 217,163 |
Income (loss) before income taxes | (293,457) | 236,040 | (1,622,888) | 347,212 |
Provision for income taxes (benefit) | ||||
Net income (loss) | (293,457) | 236,040 | (1,622,888) | 347,212 |
Deemed dividend on preferred stock | 1,190 | 138,938 | 7,140 | 348,221 |
Net income (loss) attributable to common stockholders | $ (294,647) | $ 97,102 | $ (1,630,028) | $ (1,009) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||||
Basic | 1,607,694,371 | 510,664,460 | 1,377,182,003 | 377,679,186 |
Diluted | 4,582,701,804 | 1,088,374,678 | 4,352,189,436 | 377,679,186 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series B Callable Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Nov. 30, 2020 | $ 35,536 | $ 100 | $ 241,775 | $ 7,993,255 | $ (12,055,320) | $ (64,349) | $ (3,884,539) | |
Beginning balance, shares at Nov. 30, 2020 | 125,600 | 100,000 | 241,774,989 | |||||
Net Income | 347,212 | 347,212 | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts | $ 17,990 | |||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts, shares | 308,000 | |||||||
Accrued dividends and accretion of conversion feature on Series B | $ 257,400 | (257,400) | (257,400) | |||||
Conversion of Series B preferred stock to common stock | $ (179,246) | $ 87,855 | 91,391 | 179,246 | ||||
Conversion of Series B preferred stock to common stock, shares | (169,100) | 87,854,655 | ||||||
Relief of derivative liability from conversation of Series B Stock | 178,429 | 178,429 | ||||||
Deemed dividend related to series B preferred stock | (68,297) | (68,297) | ||||||
Redemption of Series B Preferred stock | $ (56,710) | (22,524) | (22,524) | |||||
Redemption of Series B Preferred stock, shares | (53,500) | |||||||
Issuance of common stock for services | $ 14,591 | 45,757 | 60,348 | |||||
Issuance of common stock for services, shares | 14,590,743 | |||||||
Conversion of convertible debt and accrued interest to common stock | $ 258,273 | 5,358 | 263,631 | |||||
Conversion of convertible notes and accrued interest into common stock, shares | 258,273,269 | |||||||
Ending balance, value at Aug. 31, 2021 | $ 74,970 | $ 100 | $ 602,494 | 8,314,190 | (12,056,329) | (64,349) | (3,203,894) | |
Ending Balance, shares at Aug. 31, 2021 | 211,000 | 100,000 | 602,493,656 | |||||
Beginning balance, value at May. 31, 2021 | $ 65,191 | $ 100 | $ 430,629 | 8,278,785 | (12,153,431) | (64,349) | (3,508,266) | |
Beginning balance, shares at May. 31, 2021 | 195,500 | 100,000 | 430,628,781 | |||||
Net Income | 236,040 | 236,040 | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts | $ 9,760 | |||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts, shares | 112,500 | |||||||
Accrued dividends and accretion of conversion feature on Series B | $ 102,839 | (102,839) | (102,839) | |||||
Conversion of Series B preferred stock to common stock | $ (46,110) | $ 24,268 | 21,842 | 46,110 | ||||
Conversion of Series B preferred stock to common stock, shares | (43,500) | 24,268,421 | ||||||
Relief of derivative liability from conversation of Series B Stock | 12,780 | 12,780 | ||||||
Deemed dividend related to series B preferred stock | (13,575) | (13,575) | ||||||
Redemption of Series B Preferred stock | $ (56,710) | (22,524) | (22,524) | |||||
Redemption of Series B Preferred stock, shares | (53,500) | |||||||
Issuance of common stock for services | $ 3,827 | 7,272 | 11,099 | |||||
Issuance of common stock for services, shares | 3,827,162 | |||||||
Conversion of convertible debt and accrued interest to common stock | $ 143,769 | (6,488) | 137,281 | |||||
Conversion of convertible notes and accrued interest into common stock, shares | 143,769,292 | |||||||
Ending balance, value at Aug. 31, 2021 | $ 74,970 | $ 100 | $ 602,494 | 8,314,190 | (12,056,329) | (64,349) | (3,203,894) | |
Ending Balance, shares at Aug. 31, 2021 | 211,000 | 100,000 | 602,493,656 | |||||
Beginning balance, value at Nov. 30, 2021 | $ 101,972 | $ 100 | $ 779,299 | 8,366,837 | (12,384,470) | (64,349) | (3,302,583) | |
Beginning balance, shares at Nov. 30, 2021 | 240,000 | 100,000 | 779,298,829 | |||||
Net Income | (1,622,888) | (1,622,888) | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts | (75,050) | (75,050) | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts, shares | 184,250 | |||||||
Accrued dividends and accretion of conversion feature on Series B | $ 201,685 | |||||||
Conversion of Series B preferred stock to common stock | $ (300,775) | $ 760,490 | (459,715) | 300,775 | ||||
Conversion of Series B preferred stock to common stock, shares | (283,750) | 760,490,423 | ||||||
Relief of derivative liability from conversation of Series B Stock | 443,906 | 443,906 | ||||||
Deemed dividend related to series B preferred stock | (7,140) | (7,140) | ||||||
Issuance of common stock for services | $ 57,860 | |||||||
Issuance of common stock for services, shares | 63,859,548 | |||||||
Conversion of convertible debt and accrued interest to common stock | $ 137,550 | (92,756) | 44,794 | |||||
Conversion of convertible notes and accrued interest into common stock, shares | 137,550,600 | |||||||
Issuance of common stock for services | $ 63,860 | (6,000) | 57,860 | |||||
Beginning balance, shares | 63,859,548 | |||||||
Relief of derivative liability from conversion of convertible notes and accrued interest into common stock | 156,120 | 156,120 | ||||||
Ending balance, value at Aug. 31, 2022 | $ 2,882 | $ 100 | $ 1,741,199 | (75,050) | 8,408,392 | (14,014,498) | (64,349) | (4,004,206) |
Ending Balance, shares at Aug. 31, 2022 | 140,500 | 100,000 | 1,741,199,100 | |||||
Beginning balance, value at May. 31, 2022 | $ 16,009 | $ 100 | $ 1,566,855 | 8,463,860 | (13,719,851) | (64,349) | (3,753,385) | |
Beginning balance, shares at May. 31, 2022 | 43,750 | 100,000 | 1,566,855,043 | |||||
Net Income | (293,457) | (293,457) | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts | (75,050) | (75,050) | ||||||
Issuance of preferred stock in connection with sales made under private or public offerings, net of costs and discounts, shares | 140,500 | |||||||
Accrued dividends and accretion of conversion feature on Series B | $ 33,248 | |||||||
Conversion of Series B preferred stock to common stock | $ (46,375) | $ 174,344 | (127,969) | 46,375 | ||||
Conversion of Series B preferred stock to common stock, shares | (43,750) | 174,344,057 | ||||||
Relief of derivative liability from conversation of Series B Stock | 72,501 | 72,501 | ||||||
Deemed dividend related to series B preferred stock | (1,190) | (1,190) | ||||||
Ending balance, value at Aug. 31, 2022 | $ 2,882 | $ 100 | $ 1,741,199 | $ (75,050) | $ 8,408,392 | $ (14,014,498) | $ (64,349) | $ (4,004,206) |
Ending Balance, shares at Aug. 31, 2022 | 140,500 | 100,000 | 1,741,199,100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (1,622,888) | $ 347,212 |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Bad debt expense | 74,567 | |
Depreciation and amortization | 114,530 | 117,022 |
Interest penalties | 56,017 | |
Amortization of debt discount | 194,545 | |
Common stock issued in exchange for fees and services | 57,860 | 60,348 |
(Gain) loss on change in derivative liabilities | 689,004 | (758,504) |
(Gain) loss on disposal of property and equipment | (68,227) | (23,509) |
Note conversion fees | 1,500 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (74,941) | (31,876) |
Accounts payable and accrued liabilities – related party | 122,551 | |
Inventory | 104,318 | (38,202) |
Prepaid expenses and other current assets | 6,096 | 86,000 |
Accounts payable and accrued liabilities | 98,280 | 196,052 |
Related party payables | (81,446) | (112,138) |
Other noncurrent liabilities | 160,413 | |
Net cash (used in) provided by operating activities | (328,235) | 2,818 |
Cash flows from investing activities: | ||
Proceeds received from the disposal of property and equipment | 152,745 | |
Purchase of property and equipment | (238,498) | |
Net cash provided by (used in) investing activities | 152,745 | (238,498) |
Cash flows from financing activities: | ||
Note payable - non-current | (87,671) | |
Proceeds from issuance of preferred stock, net of issuance costs | 87,500 | 251,290 |
Proceeds from commercial loans payable | 284,500 | 316,649 |
Redemption of preferred stock | (22,524) | |
Repayments of commercial loans payable | (240,856) | (215,860) |
Net cash provided by financing activities | 43,473 | 329,555 |
Net increase (decrease) in cash and cash equivalents | (132,017) | 93,875 |
Cash and cash equivalents at beginning of period | 181,088 | 200,858 |
Cash and cash equivalents at end of period | 49,071 | 294,733 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 101,466 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible notes and accrued interest into common stock | 44,795 | 263,361 |
Conversion of Series B preferred stock into common stock | 300,775 | 179,246 |
Accrued dividends and accretion of conversion feature on Series B preferred stock | 111,124 | 257,400 |
Deemed dividends related to conversion feature of Series B preferred stock | 7,140 | 68,296 |
Relief of derivative liability from conversion of Series B preferred stock into common stock | 443,906 | 178,249 |
Relief of derivative liability from conversion of convertible notes into common stock | 156,120 | |
Subscription receivable from issuance of Series B preferred stock | $ 75,050 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Aug. 31, 2022 | |
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 May 2, 2002 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 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 | 9 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company has prepared the accompanying condensed 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 condensed 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. All intercompany transactions and balances have been eliminated in consolidation. 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 condensed consolidated 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. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended November 30, 2021 and notes thereto and other pertinent information contained in our Form 10-K/A the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022. The results of operations for the nine months August 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2022. 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 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. The Company has established doubtful accounts of $ 53,214 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. During the nine months August 31, 2022, the Company wrote off $ 74,567 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 Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures 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 The Company has adopted 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 also applies ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. Comprehensive Income (Loss) ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income (loss) and its components. Comprehensive income (loss) 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 our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: ● the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects; ● the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes; ● factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and ● the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. Revenue and Cost Recognition The Company recognizes revenue in accordance with ASC 606, “ Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation We recognize revenue when we satisfy performance obligations by the transfer of control of products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize revenue from class 8 heavy duty truck sales to customers when we satisfy our 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. We 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. Revenue is recognized and related accounts receivable is recorded when the Company has transferred a good or service to a customer and our right to receive consideration is unconditional through the completion of our performance obligation. We had net accounts receivable totaling $ 8,270 7,896 Right of Use Assets and Lease Liabilities The Company recognizes according to FASB ASU No. 2016-02, “Leases” (ASC 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company treats lease and non-lease components as a single lease component for all equipment leases. Leases with an original lease term of less than one year are excluded from the ROU assets and lease liabilities. 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 of August 31, 2022, the Company’s office is currently leased on month-to-month basis. The Company does not have ROU assets and operating lease liabilities as of August 31, 2022. Property and Equipment, net Vehicles 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. Share-Based Compensation The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the nine months August 31, 2022, the Company issued 63,859,548 57,860 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. The following table sets forth the components of the Company’s potential dilutive instruments as of August 31, 2022: SCHEDULE OF COMPONENTS OF POTENTIAL DILUTIVE INSTRUMENTS August 31, 2022 (Shares) Redeemable convertible preferred stock, Series B 540,384,616 Convertible Notes 2,434,622,817 2,975,007,433 Comparative Figures Certain figures have been reclassified to conform with current year presentation. Recently Issued Accounting Pronouncements On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments— Credit Losses, and made several consequential amendments to the Codification. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company will adopt the new standard effective December 1, 2023 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. 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 | 9 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS The Company currently rents space from its president, Mr. Arthur Viola. This is a month-to-month rental and there is no commitment beyond each month. The monthly rent expense is approximately $ 2,250 Effective December 15, 2016, Mr. Viola entered into a $ 685,000 December 15, 2018 10 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. 1,012,172 327,172 During 2016, Mr. Viola personally funded $ 10,200 Mr. Viola is entitled to receive a salary of $ 175,000 132,200 838,584 716,033 The Company’s wholly-owned subsidiary Payless Truckers, Inc. has received net loan proceeds aggregating $ 50,000 1,500 3,500 Two companies owned by Payless’ former President and certain family members have loaned the Company floor plan financing for a monthly fee per truck financed. During the nine months August 31, 2022 and 2021, financing fees and interest totaling approximately $ 4,252 2,134 0 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2022 | |
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 nine months August 31, 2022, the Company realized a net loss of $ 1,630,028 4,252,872 329,150 3,563,536 910,679 49,071 801,986 181,088 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 | 9 Months Ended |
Aug. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 | NOTE 5 - COVID-19 In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at August 31, 2022. The Company is not may |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 - PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s Vehicles and equipment at August 31, 2022 and November 30, 2021: SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT Cost Accumulated Depreciation Balance as of 11/30/2021 Cost disposal Balance as of 08/31/2022 Balance as of 11/30/2021 Disposal Addition Balance as of 08/31/2022 Net Book Value Machinery and equipment 6,432 - 6,432 3,881 - 1,608 5,489 943 Vehicles 880,951 (134,913 ) 746,038 182,496 (50,395 ) 112,922 245,023 501,015 Total property and equipment 887,383 (134,913 ) 752,470 186,377 (50,395 ) 114,530 250,512 501,958 For the nine months August 31, 2022 and 2021, the Company recorded depreciation expense of $ 114,530 117,022 68,227 In late August 2022 a Company rental truck was taken off the Company’s premises by a former officer of the Company. The Company is actively pursuing to reclaim the truck. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 - NOTES PAYABLE Convertible Notes 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 8 February 28, 2016 0.03 0.08 0 195 236 55,224 55,224 26,988 23,672 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 10 September 30, 2016 0.03 0.16 0 208 269 98,459 98,459 48,557 41,166 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 5 0.03 0.16 0 208 269 4,000 4,000 1,538 1,388 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 12 August 23, 2017 0.03 0.16 0 208 269 78,700 97,944 177,538,569 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 12 July 15, 2019 2.67 2.70 0 390 423 21,648 21,648 137,550,600 222,522 244,170 147,218 148,599 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 12 November 14, 2019 2.53 2.540 0 309 339 57,500 57,500 15,408 10,206 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 12 April 22, 2020 1.76 1.95 0 1,313 1,467 75,250 75,250 25,968 19,189 Commercial Loans On May 28, 2021, the Company executed two future receivables sale and purchase agreements with Sutton Funding. Under the agreements, the Company sold an aggregate of $ 210,000 150,000 1,591 6,213 On June 21, 2021, the Company executed a merchant cash advance agreement with Consistent Funding. Under the agreement, the Company sold an aggregate of $ 142,000 100,000 1,076 24,087 On November 8, 2021, the Company executed a merchant cash advance agreement with Consistent Funding. Under the agreement, the Company sold an aggregate of $ 145,000 100,000 656 73,044 20,487 96,361 On December 10, 2021, the Company executed a merchant cash advance agreement with Consistent Funding. Under the agreement, the Company sold an aggregate of $ 116,000 80,000 967 40,149 9,864 On January 26, 2022, the Company executed a merchant cash advance agreement with Gem Funding. Under the agreement, the Company sold an aggregate of $ 100,100 70,000 596 71,260 19,648 On April 7, 2022, the Company executed a merchant cash advance agreement with Gem Funding. Under the agreement, the Company sold an aggregate of $ 41,700 30,000 348 5,324 121 On March 4, 2022, the Company executed a merchant cash advance agreement with E Advance Services, LLC. Under the agreement, the Company sold an aggregate of $ 88,200 60,000 767 46,138 8,471 From time to time, the Company issues secured promissory notes to individual lenders to finance truck purchases for the Company’s rental program. Annual interest rates on such notes are generally 30 48 411,969 353,999 19,583 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8 - DERIVATIVE LIABILITIES The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the balance sheets either as assets or liabilities at fair value. The Company’s derivative liability is an embedded derivative associated with one of the Company’s convertible promissory notes. The convertible promissory notes were issued at various times but with similar terms and are therefore being termed as one instrument for this footnote, (the “Note”), is a hybrid instruments which contain an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature to the Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability has been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes. The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company’s statements of operations as “change in the fair value of derivative instrument”. As of August 31, 2022 and November 30, 2021, the estimated fair value of derivative liability was determined to be $ 1,127,015 875,487 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 at August 31, 2022: SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature $ 1,127,015 - - $ 1,127,015 $ 1,127,015 Total derivative liabilities $ 1,127,015 - - $ 1,127,015 $ 1,127,015 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 at November 30, 2021: Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature $ 875,487 $ – $ – $ 875,487 $ 875,487 Total derivative liabilities $ 875,487 $ – $ – $ 875,487 $ 875,487 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 derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months August 31, 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES Derivative Liabilities Balance - November 30, 2021 $ 875,487 Addition of new derivative liabilities from issuance of series B preferred stock 272,586 Relief of derivative liabilities from conversion of convertible notes (156,120 ) Relief of derivative liabilities from conversion of series B preferred stock (443,906 ) Loss (Gain) on change in fair value of the derivative 578,968 Balance - August 31, 2022 $ 1,127,015 |
EQUITY
EQUITY | 9 Months Ended |
Aug. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 9 – 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 1,100,000 0.001 100,000 140,500 240,000 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 1.00 0.001 10 35 20 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 December 31, 2020, the Company sold 53,500 10 50,000 88,694 On January 13, 2021, the Company sold 43,500 10 40,000 50,753 On March 2, 2021, the Company sold 43,500 10 40,000 55,774 On May 20, 2021, the Company sold 55,000 10 51,250 46,771 On June 28, 2021, the Company redeemed 53,500 79,234 22,524 On June 28, 2021, the Company sold 53,750 10 50,000 43,990 On July 14, 2021, the Company sold 58,750 10 55,000 72,325 On September 2, 2021, the Company sold 48,750 10 45,000 41,002 On September 3, 2021, the Company sold 43,750 10 40,000 40,365 On February 1, 2022, the Company sold 43,750 12 40,000 53,592 On August 15, 2022, the Company sold 53,250 12 47,500 93,778 On August 30, 2022, the Company sold 43,625 12 37,525 37,525 62,608 On August 30, 2022, the Company also sold 43,625 12 37,525 37,525 62,608 As of August 31, 2022, the estimated fair value of these derivative liabilities was determined to be $ 153,165 164,608 During the nine months August 31, 2022, the Company recorded $ 194,545 7,140 140,500 137,927 Common Stock The number of shares of common stock authorized is 6,000,000,000 0.001 Nine months August 31, 2022 During the nine months August 31, 2022, the Company issued: ● 137,550,600 21,647 21,647 1,500 ● 760,490,423 283,750 17,025 ● 63,859,548 57,860 Nine months ended August 31, 2021 During the nine months ended August 31, 2021, the Company issued ● 258,273,269 263,631 ● 87,854,655 169,100 ● 14,590,743 60,348 At August 31, 2022 and November 30, 2021, the Company had 1,741,199,100 779,298,529 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 10 – 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 | 9 Months Ended |
Aug. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 11 – 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. SCHEDULE OF REVENUE RECOGNITION Nine Months Ended August 31, Revenue 2022 2021 Resale of refurbished trucks $ 785,144 $ 2,885,121 Truck rental 517,951 625,873 Repair revenue 14,591 33,798 Miscellaneous income 10,913 - Total Revenue $ 1,328,599 $ 3,544,792 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 nine months August 31, 2022, the Company recognized sales revenue from the resale of refurbished trucks of $ 785,144 2,885,121 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 517,951 14,591 10,913 625,873 33,798 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 2022, to October 17, 2022, the date these unaudited consolidated condensed financial statements were issued, and has determined that it has the following material subsequent events to disclose in these consolidated financial statements. During the early September 2022, the Company received $ 75,050 87,250 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying condensed 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 condensed 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. All intercompany transactions and balances have been eliminated in consolidation. |
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 condensed consolidated 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. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended November 30, 2021 and notes thereto and other pertinent information contained in our Form 10-K/A the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022. The results of operations for the nine months August 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2022. |
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 |
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. The Company has established doubtful accounts of $ 53,214 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. During the nine months August 31, 2022, the Company wrote off $ 74,567 |
Inventory | 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 |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Convertible Instruments | 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 | Fair Value of Financial Instruments The Company has adopted 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 also applies ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income (loss) and its components. Comprehensive income (loss) 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 our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: ● the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects; ● the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes; ● factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and ● the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company recognizes revenue in accordance with ASC 606, “ Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation We recognize revenue when we satisfy performance obligations by the transfer of control of products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize revenue from class 8 heavy duty truck sales to customers when we satisfy our 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. We 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. Revenue is recognized and related accounts receivable is recorded when the Company has transferred a good or service to a customer and our right to receive consideration is unconditional through the completion of our performance obligation. We had net accounts receivable totaling $ 8,270 7,896 |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities The Company recognizes according to FASB ASU No. 2016-02, “Leases” (ASC 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company treats lease and non-lease components as a single lease component for all equipment leases. Leases with an original lease term of less than one year are excluded from the ROU assets and lease liabilities. 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 of August 31, 2022, the Company’s office is currently leased on month-to-month basis. The Company does not have ROU assets and operating lease liabilities as of August 31, 2022. |
Property and Equipment, net | Property and Equipment, net Vehicles 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. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the nine months August 31, 2022, the Company issued 63,859,548 57,860 |
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. The following table sets forth the components of the Company’s potential dilutive instruments as of August 31, 2022: SCHEDULE OF COMPONENTS OF POTENTIAL DILUTIVE INSTRUMENTS August 31, 2022 (Shares) Redeemable convertible preferred stock, Series B 540,384,616 Convertible Notes 2,434,622,817 2,975,007,433 |
Comparative Figures | Comparative Figures Certain figures have been reclassified to conform with current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments— Credit Losses, and made several consequential amendments to the Codification. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company will adopt the new standard effective December 1, 2023 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPONENTS OF POTENTIAL DILUTIVE INSTRUMENTS | The following table sets forth the components of the Company’s potential dilutive instruments as of August 31, 2022: SCHEDULE OF COMPONENTS OF POTENTIAL DILUTIVE INSTRUMENTS August 31, 2022 (Shares) Redeemable convertible preferred stock, Series B 540,384,616 Convertible Notes 2,434,622,817 2,975,007,433 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table sets forth the components of the Company’s Vehicles and equipment at August 31, 2022 and November 30, 2021: SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT Cost Accumulated Depreciation Balance as of 11/30/2021 Cost disposal Balance as of 08/31/2022 Balance as of 11/30/2021 Disposal Addition Balance as of 08/31/2022 Net Book Value Machinery and equipment 6,432 - 6,432 3,881 - 1,608 5,489 943 Vehicles 880,951 (134,913 ) 746,038 182,496 (50,395 ) 112,922 245,023 501,015 Total property and equipment 887,383 (134,913 ) 752,470 186,377 (50,395 ) 114,530 250,512 501,958 For the nine months August 31, 2022 and 2021, the Company recorded depreciation expense of $ 114,530 117,022 68,227 In late August 2022 a Company rental truck was taken off the Company’s premises by a former officer of the Company. The Company is actively pursuing to reclaim the truck. |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed at August 31, 2022: SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature $ 1,127,015 - - $ 1,127,015 $ 1,127,015 Total derivative liabilities $ 1,127,015 - - $ 1,127,015 $ 1,127,015 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 at November 30, 2021: Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature $ 875,487 $ – $ – $ 875,487 $ 875,487 Total derivative liabilities $ 875,487 $ – $ – $ 875,487 $ 875,487 |
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES | The table below provides a summary of the changes in fair value of derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months August 31, 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES Derivative Liabilities Balance - November 30, 2021 $ 875,487 Addition of new derivative liabilities from issuance of series B preferred stock 272,586 Relief of derivative liabilities from conversion of convertible notes (156,120 ) Relief of derivative liabilities from conversion of series B preferred stock (443,906 ) Loss (Gain) on change in fair value of the derivative 578,968 Balance - August 31, 2022 $ 1,127,015 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION Nine Months Ended August 31, Revenue 2022 2021 Resale of refurbished trucks $ 785,144 $ 2,885,121 Truck rental 517,951 625,873 Repair revenue 14,591 33,798 Miscellaneous income 10,913 - Total Revenue $ 1,328,599 $ 3,544,792 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | 9 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Entity incorporation, state or country code | NV |
Date of incorporation | May 02, 2002 |
SCHEDULE OF COMPONENTS OF POTEN
SCHEDULE OF COMPONENTS OF POTENTIAL DILUTIVE INSTRUMENTS (Details) | 9 Months Ended |
Aug. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive instrument, value | 2,975,007,433 |
Redeemable Convertible Preferred Stock Series B [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive instrument, value | 540,384,616 |
Convertible Notes [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive instrument, value | 2,434,622,817 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
Federal deposit insurance corporation - insured, amount | $ 250,000 | |||
Allowance for doubtful accounts | 53,214 | |||
Accounts receivable | 74,567 | |||
Write-down for slow moving or obsolete inventory | 0 | |||
Net accounts receivable | $ 8,270 | $ 7,896 | ||
Issuance of common stock in exchange for consulting, value | $ 11,099 | $ 60,348 | ||
Common Stock [Member] | ||||
Issuance of common stock in exchange for consulting, shares | 3,827,162 | 63,859,548 | 14,590,743 | |
Issuance of common stock in exchange for consulting, value | $ 3,827 | $ 57,860 | $ 14,591 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 15, 2016 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2016 | Nov. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 21,648 | ||||
Accrued interest | 21,648 | ||||
Payless Truckers, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party debt | 50,000 | ||||
Financing fees | 4,252 | $ 2,134 | |||
Outstanding loan balance | 0 | ||||
Payless Truckers, Inc [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan bear flat rates range current | 1,500 | ||||
Payless Truckers, Inc [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan bear flat rates range current | 3,500 | ||||
Arthur Viola [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly rent expense | 2,250 | ||||
Related party transaction expenses | $ 10,200 | ||||
Annually salary received | 175,000 | ||||
Management salaries accrued | 132,200 | ||||
Total amount of accrued compensation | 838,584 | $ 716,033 | |||
Arthur Viola [Member] | Convertible Promissory Note Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 685,000 | 1,012,172 | |||
Debt instrument, maturity date | Dec. 15, 2018 | ||||
Debt instrument, interest rate | 10% | ||||
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. | ||||
Accrued interest | $ 327,172 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income (loss) attributable to common stockholders | $ 294,647 | $ (97,102) | $ 1,630,028 | $ 1,009 | $ 329,150 |
Working capital deficit | 4,252,872 | 4,252,872 | 3,563,536 | ||
Outstanding indebtedness, net of discount | 910,679 | 910,679 | 801,986 | ||
Cash | $ 49,071 | $ 49,071 | $ 181,088 |
SCHEDULE OF COMPONENTS OF PROPE
SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cost, beginning | $ 887,383 | |
Cost disposal | (134,913) | |
Cost, ending | 752,470 | |
Accumulated Depreciation, beginning | 186,377 | |
Accumulated Depreciation, Disposal | (50,395) | |
Accumulated Depreciation, Addition | 114,530 | |
Accumulated Depreciation, ending | 250,512 | |
Net Book Value | 501,958 | $ 701,006 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost, beginning | 6,432 | |
Cost disposal | ||
Cost, ending | 6,432 | |
Accumulated Depreciation, beginning | 3,881 | |
Accumulated Depreciation, Disposal | ||
Accumulated Depreciation, Addition | 1,608 | |
Accumulated Depreciation, ending | 5,489 | |
Net Book Value | 943 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost, beginning | 880,951 | |
Cost disposal | (134,913) | |
Cost, ending | 746,038 | |
Accumulated Depreciation, beginning | 182,496 | |
Accumulated Depreciation, Disposal | (50,395) | |
Accumulated Depreciation, Addition | 112,922 | |
Accumulated Depreciation, ending | 245,023 | |
Net Book Value | $ 501,015 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Depreciation expense | $ 114,530 | $ 117,022 | ||
Gain on disposal of property plant equipment | $ 38,126 | $ 11,212 | 68,227 | $ 23,509 |
Other Income [Member] | ||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Gain on disposal of property plant equipment | $ 68,227 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 07, 2022 | Mar. 04, 2022 | Jan. 26, 2022 | Dec. 10, 2021 | Nov. 08, 2021 | Jun. 21, 2021 | May 28, 2021 | Jul. 22, 2019 | Feb. 14, 2019 | Oct. 15, 2018 | Nov. 23, 2016 | Dec. 30, 2015 | Aug. 31, 2015 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | Jan. 21, 2016 | |
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 21,648 | ||||||||||||||||
Accrued interest | 21,648 | ||||||||||||||||
Notes payable, current | $ 910,679 | $ 801,986 | |||||||||||||||
Floor Plan Financing [Member] | Secured Promissory Notes [Member] | Individual Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 30% | ||||||||||||||||
Debt instrument, term | 48 months | ||||||||||||||||
Floor Plan Financing [Member] | Secured Promissory Notes [Member] | Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes payable | $ 411,969 | ||||||||||||||||
Monthly payments of note payable | 19,583 | ||||||||||||||||
Notes payable, current | 353,999 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest | $ 21,647 | $ 263,631 | |||||||||||||||
Debt conversion, shares issued | 137,550,600 | 258,273,269 | 177,538,569 | ||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 75,000 | ||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||
Debt instrument, maturity date | Feb. 28, 2016 | ||||||||||||||||
Notes payable | $ 55,224 | $ 55,224 | |||||||||||||||
Accrued interest | 26,988 | 23,672 | |||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.03 | ||||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.08 | ||||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0 | ||||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 1.95 | ||||||||||||||||
Convertible Note Agreement [Member] | LG Capital [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 236 | ||||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 61,000 | $ 130,000 | 78,700 | ||||||||||||||
Debt instrument, interest rate | 12% | 10% | |||||||||||||||
Debt instrument, maturity date | Aug. 23, 2017 | Sep. 30, 2016 | |||||||||||||||
Notes payable | 98,459 | 98,459 | |||||||||||||||
Accrued interest | 48,557 | 41,166 | |||||||||||||||
Debt instrument, accrued interest | 97,944 | ||||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.03 | 0.03 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.16 | 0.16 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0 | 0 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 208 | 208 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Private Equity Fund LLC [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 269 | 269 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 8,000 | ||||||||||||||||
Debt instrument, interest rate | 5% | ||||||||||||||||
Notes payable | 4,000 | 4,000 | |||||||||||||||
Accrued interest | 1,538 | 1,388 | |||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.03 | ||||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0.16 | ||||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Measurement Input, Expected 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] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 208 | ||||||||||||||||
Convertible Note Agreement [Member] | John De La Cross Capital Partners Inc., [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 269 | ||||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 75,250 | $ 57,750 | $ 350,000 | ||||||||||||||
Debt instrument, interest rate | 12% | 12% | 12% | ||||||||||||||
Debt instrument, maturity date | Apr. 22, 2020 | Nov. 14, 2019 | Jul. 15, 2019 | ||||||||||||||
Notes payable | 222,522 | 244,170 | |||||||||||||||
Accrued interest | 147,218 | 148,599 | |||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 1.76 | 2.53 | 2.67 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 1.95 | 2.540 | 2.70 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 0 | 0 | 0 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 1,313 | 309 | 390 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument measurement input, percentage | 1,467 | 339 | 423 | ||||||||||||||
Convertible Note Agreement [Member] | Auctus Fund LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes payable | 57,500 | 57,500 | |||||||||||||||
Accrued interest | 15,408 | 10,206 | |||||||||||||||
Convertible Note Agreement Two [Member] | Auctus Fund LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes payable | 75,250 | 75,250 | |||||||||||||||
Accrued interest | 25,968 | 19,189 | |||||||||||||||
Sale and Purchase Agreements [Member] | Sutton Funding [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Sale of future receivable | $ 210,000 | ||||||||||||||||
Purchase price | 150,000 | ||||||||||||||||
Monthly payments of note payable | $ 1,591 | ||||||||||||||||
Loans payable | 6,213 | ||||||||||||||||
Cash Advance Agreement [Member] | Consistent Funding One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Sale of future receivable | $ 142,000 | ||||||||||||||||
Purchase price | 100,000 | ||||||||||||||||
Monthly payments of note payable | $ 1,076 | ||||||||||||||||
Loans payable | 24,087 | ||||||||||||||||
Cash Advance Agreement [Member] | Consistent Funding Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | 73,044 | ||||||||||||||||
Accrued interest | 20,487 | $ 96,361 | |||||||||||||||
Cash Advance Agreement [Member] | Consistent Funding Two [Member] | Commercial Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Sale of future receivable | $ 145,000 | ||||||||||||||||
Purchase price | 100,000 | ||||||||||||||||
Monthly payments of note payable | $ 656 | ||||||||||||||||
Cash Advance Agreement [Member] | Consistent Funding Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | 40,149 | ||||||||||||||||
Accrued interest | 9,864 | ||||||||||||||||
Cash Advance Agreement [Member] | Consistent Funding Three [Member] | Commercial Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Sale of future receivable | $ 116,000 | ||||||||||||||||
Purchase price | 80,000 | ||||||||||||||||
Monthly payments of note payable | $ 967 | ||||||||||||||||
Cash Advance Agreement [Member] | Gem Funding [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | 5,324 | ||||||||||||||||
Accrued interest | 121 | ||||||||||||||||
Sale of future receivable | $ 41,700 | $ 100,100 | |||||||||||||||
Purchase price | 30,000 | 70,000 | |||||||||||||||
Monthly payments of note payable | $ 348 | $ 596 | |||||||||||||||
Cash Advance Agreement [Member] | E Advance Services, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | 46,138 | ||||||||||||||||
Accrued interest | 8,471 | ||||||||||||||||
Sale of future receivable | $ 88,200 | ||||||||||||||||
Purchase price | 60,000 | ||||||||||||||||
Monthly payments of note payable | $ 767 | ||||||||||||||||
Sales and Purchase Agreement [Member] | Gem Funding [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face amount | 71,260 | ||||||||||||||||
Accrued interest | $ 19,648 |
SUMMARY OF FAIR VALUE OF FINANC
SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | $ 1,127,015 | $ 875,487 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | 1,127,015 | 875,487 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | 1,127,015 | 875,487 |
Derivative Liabilities on Conversion Feature [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | 1,127,015 | 875,487 |
Derivative Liabilities on Conversion Feature [Member] | Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | 1,127,015 | 875,487 |
Derivative Liabilities on Conversion Feature [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | ||
Derivative Liabilities on Conversion Feature [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | ||
Derivative Liabilities on Conversion Feature [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total derivative liabilities | $ 1,127,015 | $ 875,487 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 FINANCIAL LIABILITIES (Details) | 9 Months Ended |
Aug. 31, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value, beginning balance | $ 875,487 |
Addition of new derivative liabilities from issuance of series B preferred stock | 272,586 |
Relief of derivative liabilities from conversion of convertible notes | (156,120) |
Relief of derivative liabilities from conversion of series B preferred stock | (443,906) |
Loss (Gain) on change in fair value of the derivative | 578,968 |
Fair value, ending balance | $ 1,127,015 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative liability | $ 1,127,015 | $ 875,487 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Aug. 30, 2022 USD ($) shares | Aug. 15, 2022 USD ($) shares | Feb. 01, 2022 USD ($) shares | Sep. 03, 2021 USD ($) shares | Sep. 02, 2021 USD ($) shares | Jul. 14, 2021 USD ($) shares | Jun. 28, 2021 USD ($) shares | May 20, 2021 USD ($) shares | Mar. 02, 2021 USD ($) shares | Jan. 13, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Feb. 24, 2020 Trading $ / shares shares | Aug. 31, 2021 USD ($) shares | Aug. 31, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) shares | Nov. 30, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | shares | 1,100,000 | 1,100,000 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares outstanding | shares | 140,500 | |||||||||||||||
Shares redeemed, value | $ (22,524) | $ (22,524) | ||||||||||||||
Deemed dividend | $ 7,140 | $ 68,296 | ||||||||||||||
Unrealized loss on derivatives | 164,608 | |||||||||||||||
Accretion of discounts | 194,545 | |||||||||||||||
Dividends | 7,140 | |||||||||||||||
Unamortized discount | $ 137,927 | |||||||||||||||
Common stock, shares authorized | shares | 6,000,000,000 | 6,000,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Accrued interest | $ 21,648 | |||||||||||||||
Shares issued, shares | shares | 87,250 | |||||||||||||||
Shares issued, shares | $ 57,860 | |||||||||||||||
Common stock, shares issued | shares | 1,741,199,100 | 779,298,529 | ||||||||||||||
Common stock, shares outstanding | shares | 1,741,199,100 | 779,298,529 | ||||||||||||||
Consultants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued, shares | shares | 63,859,548 | 14,590,743 | ||||||||||||||
Shares issued, shares | $ 57,860 | $ 60,348 | ||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | shares | 100,000 | 100,000 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 100,000 | 100,000 | ||||||||||||||
Preferred stock, shares outstanding | shares | 100,000 | 100,000 | ||||||||||||||
Series A Preferred Stock [Member] | Arthur Viola [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
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] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 140,500 | 240,000 | ||||||||||||||
Preferred stock, shares outstanding | shares | 140,500 | 240,000 | ||||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Redeemable convertible preferred stock, stated value | $ / shares | $ 1 | |||||||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Redeemable convertible preferred stock, annual cumulative dividend percentage | 10% | |||||||||||||||
Debt closing price percentage | 35% | |||||||||||||||
Debt trading days | Trading | 20 | |||||||||||||||
Conversion of stock, shares converted | shares | 760,490,423 | 87,854,655 | ||||||||||||||
Convertible preferred stock, shares issued | shares | 169,100 | 283,750 | 169,100 | |||||||||||||
Accrued dividend | $ 17,025 | |||||||||||||||
Series B Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc. [Member] | Series B Preferred Stock Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Derivative liabilities | $ 62,608 | $ 93,778 | $ 53,592 | $ 40,365 | $ 41,002 | $ 72,325 | $ 43,990 | $ 46,771 | $ 55,774 | $ 50,753 | $ 88,694 | |||||
Series B Convertible Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc. [Member] | Series B Preferred Stock Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Redeemable convertible preferred stock, annual cumulative dividend percentage | 12% | 12% | 12% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | |||||
Number of shares sold | shares | 43,625 | 53,250 | 43,750 | 43,750 | 48,750 | 58,750 | 53,750 | 55,000 | 43,500 | 43,500 | 53,500 | |||||
Number of shares sold value | $ 37,525 | $ 47,500 | $ 40,000 | $ 40,000 | $ 45,000 | $ 55,000 | $ 50,000 | $ 51,250 | $ 40,000 | $ 40,000 | $ 50,000 | |||||
Derivative liabilities | 153,165 | |||||||||||||||
Shares redeemed, shares | shares | 53,500 | |||||||||||||||
Shares redeemed, value | $ 79,234 | |||||||||||||||
Deemed dividend | $ 22,524 | |||||||||||||||
Preferred Stock, Shares Subscribed but Unissued, Subscriptions Receivable | $ 37,525 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion, shares issued | shares | 137,550,600 | 258,273,269 | 177,538,569 | |||||||||||||
Debt conversion, amount | $ 21,647 | |||||||||||||||
Accrued interest | $ 263,631 | 21,647 | $ 263,631 | |||||||||||||
Debt conversion fees | $ 1,500 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 335,366 | $ 1,189,371 | $ 1,328,599 | $ 3,544,792 |
Resale of Refurbished Trucks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 785,144 | 2,885,121 | ||
Truck Rental [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 517,951 | 625,873 | ||
Repair Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 14,591 | 33,798 | ||
Miscellaneous Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 10,913 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Sales revenue | $ 335,366 | $ 1,189,371 | $ 1,328,599 | $ 3,544,792 |
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 | |||
Miscellaneous income | 10,913 | |||
Resale of Refurbished Trucks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales revenue | $ 785,144 | 2,885,121 | ||
Truck Rental [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales revenue | 517,951 | 625,873 | ||
Repair Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales revenue | $ 14,591 | $ 33,798 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | |
Subsequent Event [Line Items] | |||
Stock issued during period, value | $ 57,860 | ||
Share issuance | 87,250 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period, value | $ 75,050 |