Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Jul. 13, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Daniels Corporate Advisory Company, Inc. | |
Entity Central Index Key | 1,498,291 | |
Document Type | 10-K | |
Document Period End Date | Nov. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,225,451,502 | |
Trading Symbol | DCAC | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 | |
Entity Public Float | $ 836,228 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Current Assets | ||
Deposits | $ 3 | $ 33 |
Investments | 5,900 | |
Total Current Assets | 3 | 5,933 |
Total assets | 3 | 5,933 |
Current liabilities | ||
Accounts payable and accrued expenses | 249,014 | 125,230 |
Derivative Liabilities | 362,091 | 284,034 |
Notes payable, related party | 685,000 | 685,000 |
Notes payable, net of loan discounts | 241,737 | 222,000 |
Total Current Liabilities | 1,537,842 | 1,316,264 |
Related party payables | 10,200 | 10,200 |
Total Liabilities | 1,548,042 | 1,326,464 |
Commitments and Contingencies (Note 6) | ||
Daniels Corporate Advisory Company, Inc.("DCAC") Shareholders' Deficit | ||
Preferred stock, $0.001 par value. 100,000 shares authorized; 100,000 shares issued and outstanding as of November 30, 2017 and 2016, respectively | 100 | 100 |
Common stock, $0.001 par value. 6,000,000,000 shares authorized; 3,513,247,802 and 2,686,756,136 shares issued and outstanding as of November 30, 2017 and 2016, respectively | 3,513,248 | 2,686,756 |
Additional paid-in-capital | 3,172,491 | 3,939,053 |
Accumulated deficit | (8,169,535) | (7,887,991) |
Accumulated other comprehensive loss | (64,349) | (58,449) |
Total Equity(Deficit) | (1,548,045) | (1,320,531) |
Total liabilities and equity(Deficit) | $ 3 | $ 5,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2017 | Nov. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 3,513,247,802 | 2,686,756,136 |
Common stock, shares outstanding | 3,513,247,802 | 2,686,756,136 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Consolidated Statements Of Operations | ||
Operating Expenses | $ 145,085 | $ 158,188 |
Net Income (Loss) from Operations | (145,085) | (158,188) |
Other Income (Expense): | ||
Impairment | (20,000) | |
Gain (loss) on retirement of debt | 22,000 | |
Gain (loss) on sale of investment | (5,900) | (2,126) |
Interest income (expense), net | (80,402) | (298,516) |
Total Other Income (Expense) | (136,459) | (216,024) |
Income (loss) before income taxes | (281,544) | (374,212) |
Provision for income taxes (benefit) | ||
Net income (loss) before discontinued operations | $ (281,544) | (374,212) |
Net income (loss) from discontinued operations | ||
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: Basic and diluted | 3,382,312,619 | 1,828,964,996 |
Comprehensive loss: | ||
Comprehensive income (loss) | $ (287,444) | $ (376,338) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (281,544) | $ (374,212) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of debt discount | 54,617 | 108,732 |
Common stock issued in exchange for fees and services | 19,050 | |
Derivative expense | 101,849 | |
(Gain) loss on derivative liabilities | (23,792) | (99,362) |
(Gain) loss on retirement of debt | (22,000) | |
Impairment charges | 20,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 27,500 | |
Accounts payable and accrued liabilities | 123,783 | 6,271 |
Net cash provided by (used in) operating activities | (47,087) | (292,021) |
Cash flows from investing activities: | ||
Net cash provided by (used in) financing activities | ||
Cash flows from financing activities: | ||
Repayment of convertible notes | (13,950) | |
Proceeds from related party payables | 10,200 | |
Proceeds from issuance of convertible debentures | 61,000 | 258,914 |
Net cash provided by (used in) financing activities | 47,051 | 269,114 |
Net increase (decrease) in cash and cash equivalents | (36) | (22,908) |
Cash and cash equivalents at beginning of period | 33 | 22,941 |
Cash and cash equivalents at end of period | 3 | 33 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Beneficial conversion features and original issuance discounts on convertible debentures | 54,617 | |
Common stock issued to reduce convertible and promissory notes payable | 19,264 | 318,541 |
Exchange of accrued salary for convertible notes | 685,000 | |
Unrealized gain (loss) on securities | $ (5,900) | $ (2,126) |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Income / Loss | Total |
Beginning Balance, Amount at Nov. 30, 2015 | $ 100 | $ 86,463 | $ 6,181,755 | $ (7,513,779) | $ (56,323) | $ (1,301,784) |
Beginning Balance, Shares at Nov. 30, 2015 | 100,000 | 86,462,512 | ||||
Other unrealized gain (loss) | (2,126) | (2,126) | ||||
Net income (loss) | (374,212) | (374,212) | ||||
Issuance of common stock in exchange for consulting, professional and other services | $ 9,000 | 10,050 | 19,050 | |||
Issuance of common stock in exchange for consulting, professional and other services, Shares | 9,000,000 | |||||
Issuance of common stock in connection with the acquisition of certain intangible assets | $ 200,000 | (180,000) | 20,000 | |||
Issuance of common stock in connection with the acquisition of certain intangible assets, Shares | 2,000,000 | |||||
Conversion of convertible debentures and accrued interest into common stock | $ 2,391,293 | (2,072,752) | 318,541 | |||
Conversion of convertible debentures and accrued interest into common stock, Shares | 2,391,293,624 | |||||
Recognition of beneficial conversion features related to convertible debentures | ||||||
Ending Balance, Amiount at Nov. 30, 2016 | $ 100 | $ 2,686,756 | 3,939,053 | (7,887,991) | (58,449) | (1,320,531) |
Ending Balannce, Shares at Nov. 30, 2016 | 1,000,000 | 2,686,756,136 | ||||
Other unrealized gain (loss) | (5,900) | (5,900) | ||||
Net income (loss) | (281,544) | (281,544) | ||||
Conversion of convertible debentures and accrued interest into common stock | $ 826,492 | (807,228) | 19,264 | |||
Recognition of beneficial conversion features related to convertible debentures | 40,666 | 40,666 | ||||
Ending Balance, Amiount at Nov. 30, 2017 | $ 100 | $ 3,513,248 | $ 3,172,491 | $ (8,169,535) | $ (64,349) | $ (1,548,045) |
Ending Balannce, Shares at Nov. 30, 2017 | 1,000,000 | 3,513,247,802 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Daniels Corporate Advisory Company, Inc. (“Daniels” or the “Company”) was incorporated in the State of Nevada on May 2, 2002. The Company was organized to offer: (a) corporate financial consulting and (b) merchant banking services for public and private client companies interested in implementing Daniels developed, agreed upon, accelerated growth strategies; including MBO/LBO, Roll-up Transactions. Merchant banking includes equity funding of the growth of client and service companies, as well as funding equity of small public companies. The business became a subsidiary in late 2003 as a result of INfe Human Resources, Inc. (a publicly quoted Nevada Company) acquiring the common stock of Daniels Corporate Advisory Company, Inc. During August 24010, INfe Human Resources, Inc. underwent a name change to Rhino Human Resources, Inc., but is still public and trades under the same (original) stock symbol: “IFHR.” The company has a growth goal of providing advisory services to business services as well as non-business services client companies. The company works with companies seeking to create and/or acquire adjunct service businesses, whose services will initially provide better lifestyles for its existing workforce, and ultimately will be packaged, on an additional profit center basis, for sale to other small companies for the retention of their employees. The profits generated from all the financial consulting assignments will be available for venture investment in public or private client companies, as well as other quality business concept/operating companies, both public and private; through the Daniels’ Merchant Bank Division. The Daniels Merchant Bank has an in-house equity funding program, whereby Daniels will participate in consulting client potential growth by helping finance the growth of public and private client, business service companies, as well as non-business service companies. The Merchant Bank will also participate in non-client potential growth by the purchase of equity in attractive small public companies whose growth strategies are in line with a philosophy of growth through leveraged acquisitions. The Company formed on October 11, 2013 Daniel’s Logistics Inc. a wholly owned operating subsidiary in the field of logistics was incorporated in the state of Nevada to take advantage of niche operating opportunities and possible acquisitions in the logistics field. During the quarter ending May 31, 2015 the Company discontinued these operations until further analysis could be done on the overall effectiveness of all Company operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: We have prepared the accompanying consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America. We believe these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. Election to be treated as an emerging growth company: For the five-year period starting in the first quarter of 2012, Daniels if continuing eligibility applies has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1). This election allows Daniels to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of the Company still being eligible, the Daniels financial statements may not be comparable to companies that comply with public company effective dates. FASB Codification: In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risk and Uncertainties: Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse effect on our business. Cash and Cash Equivalents: For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at several financial institutions, which at times may exceed the insurable FDIC limit, but management believes that there is little risk of loss. Fair Value of Financial Instruments: In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 ” Fair Value Measurements and Disclosures Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Inputs that are both significant to the fair value measurement and unobservable. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securities and accounts payable and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements. Investments: Our investments consist of common stock of publicly quoted companies and are valued based on the closing stock price. We account for our investments in accordance with ASC Topic 320, Investments Comprehensive Income: ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subject to this reporting. Other-Than-Temporary Impairment: All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects; the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes; factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. Recently Issued Accounting Pronouncements: The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Revenue and Cost Recognition: The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Daniels Corporate Advisory Company, Inc., generates revenues as a result of corporate financial consulting services which are recognized as services are performed. Daniels also operates a merchant banking division. During the years ended December 31, 2017 and 2016, the Company did not generate any revenues. Fixed Assets: Fixed assets acquired would be 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. Financing Fees: Financing fees were being amortized over the life of the related liability on the straight-line method which is not materially different than using the effective interest method. All amortization has been expensed since the ongoing staffing operations have discontinued from which the finance fees were originally accrued. Net Income (Loss) Per Share The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 - RELATED PARTY TRANSACTIONS The Company currently rents space from Arthur Viola, CEO and shareholder. This is a month to month rental and there is no commitment beyond each month. The monthly rent expense is $2,025. Effective December 15, 2015, Mr. Viola entered into a $685,000 convertible promissory note agreement with the Company and forgave all remaining amounts outstanding at that time. The note matures on December 15, 2018 and bears interest at a rate of 10% per annum. Mr. Viola has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. During 2016, our President Arthur Viola infused $10,200 in advances for working capital. These funds were advanced interest free with no payback terms of twelve months and one day. No repayments have been made against these advances as of November 30, 2017. |
Investments
Investments | 12 Months Ended |
Nov. 30, 2017 | |
Investments [Abstract] | |
NOTE 4 - INVESTMENTS | NOTE 4 - INVESTMENTS Investments consist of a portfolio of common stocks trading on the OTC: BB. Investments held as other assets as long term investments had fair market values of $0 and $5,900 at November 30, 2017 and November 30, 2016, respectively. Cash Equivalents are marketable securities that are available-for-sale and not deemed long term investments by the Company. During the periods ended November 30, 2017 and 2016, there were no available-for-sale securities sold and gross realized (losses) gains on these sales were zero. For purpose of determining gross realized gains, the cost of securities when sold is based on the FIFO method of valuation. Net unrealized holding losses on available-for-sale securities both in cash and investments was $5,900 and $2,126, respectively, for November 30, 2017 and November 30, 2016 and have been included in accumulated other comprehensive income. |
Going Concern
Going Concern | 12 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 5 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has recurring operating losses, and as of November 30, 2017 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES Commitments: The Company currently has no long-term commitments. Contingencies: None |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 10 - LEGAL PROCEEDINGS We are not engaged in any litigation, and management is unaware of any claims or complaints that could result in future litigation. Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES As of November 30, 2017, the Company had approximately $8,169,535 in net operating loss carry forwards for federal income tax purposes which expire between 2018 and 2034. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 21% effective tax rate for our projected available net operating loss carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs. Components of deferred tax assets and (liabilities) are as follows: 30-Nov-17 30-Nov-16 Net operating loss carry forwards valuation available $ 8,169,535 $ 7,887,991 Valuation Allowances 8,169,535 7,887,991 Deferred Tax Asset $ – $ – The effective tax rate is as follows: Statutory Federal Rate 21 % Effect of Valuation Allowance (21 %) Effective Rate 0 % In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of the full NOL at November 30, 2017. The Company did not utilize any NOL deductions for the full fiscal year ended November 30, 2017. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9 - DERIVATIVE LIABILITIES The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the balance sheets either as assets or liabilities at fair value. The Company’s derivative liability is an embedded derivative associated with one of the Company’s convertible promissory notes. The convertible promissory notes 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 November 30, 2017 and November 30, 2016, the estimated fair value of derivative liability was determined to be $362,091 and $284,034, respectively. During the year to date net additional derivative liabilities of $101,849 were recognized. The change in the fair value of derivative liabilities for the year ended November 30, 2017 was $23,792 resulting in an aggregate gain on derivative liabilities. Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed ay November 30, 2016: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 284,034 – – 284,034 284,034 Total derivative liabilities $ 284,034 $ – $ – $ 284,034 $ 284,034 Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed November 30, 2017: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 362,091 – – 362,091 362,091 Total derivative liabilities $ 362,091 $ – $ – $ 362,091 $ 362,091 Summary of the Changes in Fair Value of Level 3 Financial Liabilities The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended November 30, 2017 and 2016: Derivative Liability Fair value, November 30, 2015 $ 383,396 Additions – Change in fair value (99,362 ) Fair value, November 30, 2016 284,034 Additions 101,849 Change in fair value (23,792 ) Fair value, November 30, 2017 $ 362,091 |
Note Payable
Note Payable | 12 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Note Payable | NOTE 8 - NOTES PAYABLE Other than as described below, there were no issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in our previous form 10K. On April 28, 2015, the Company entered in convertible note agreement with a private and accredited investor, KBM Capital, in the amount of $69,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on October 28, 2015. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On May 14, 2015, the Company entered in convertible note agreement with a private and accredited investor, KBM Capital, in the amount of $50,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on November 14, 2015. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On May 15, 2015, the Company entered in convertible note agreement with a private and accredited investor, Actus Capital, in the amount of $55,000, unsecured, with principal and interest (stated at 10%) amounts due and payable upon maturity on February 15, 2016. After nine months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On August 18, 2015, the Company entered in convertible note agreement with a private and accredited investor, Vis Vires Group, in the amount of $26,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on February 14, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On August 27, 2015, the Company entered in convertible note agreement with a private and accredited investor, JMJ Capital, in the amount of $25,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on August 27, 2017. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On August 31, 2015, the Company entered in convertible note agreement with a private and accredited investor, LG Capital, in the amount of $75,000, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on February 28, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. As of November 30, 2017, the note balance was $55,224 and all associated loan discounts were fully amortized. On September 16, 2015, the Company entered in convertible note agreement with a private and accredited investor, Essex Capital LLC, in the amount of $50,800, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on March 16, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. $37,500 of this principal was from our original April 28, 2015 note with LG Capital and the rest was cash infusion. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 195% to 236%. The principal amount of this note was fully satisfied as of November 30, 2017. On December 15, 2015, the Company entered in convertible note agreement with a private and accredited investor, JMJ Capital, in the amount of $31,111, unsecured, with principal and interest (stated at 8%) amounts due and payable upon maturity on December 15, 2017. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. On November 14, 2016, the Company entered into a settlement agreement with JMJ Capital whereby it repaid $6,200 in cash in exchange for the forgiveness of all remaining principal and accrued interest balances outstanding. On December 30, 2015, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount of $130,000, unsecured, with principal and interest (stated at 10%) amounts due and payable upon maturity on September 30, 2016. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2017, the note balance was $119,013 and all associated loan discounts were fully amortized. On January 21, 2016, the Company entered in convertible note agreement with a private and accredited investor, John De La Cross Capital Partners Inc., in the amount of $8,000, unsecured, with principal and interest (stated at 5%) amounts due and payable upon demand. The note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2017, the note balance was $6,500 and all associated loan discounts were fully amortized. On November 23, 2016, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount of $61,000, unsecured, with principal and interest (stated at 12%) amounts due and payable upon maturity on August 23, 2017. After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .16%; Dividend rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2017, the note balance was $61,000 and all associated loan discounts were fully amortized. ~ |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequnet Events | NOTE 11 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2017 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follows: The Company amended its convertible note agreement, dated November 23, 2016, with Auctus Private Equity Fund LLC to allow for additional principal borrowings. As of July 13, 2018, the Company has borrowed an additional $36,000 in principal under this amended convertible note agreement. Through July 13, 2018, Auctus Private Equity Fund LLC has converted $17,805 in note principal and/or accrued interest payable into 712,203,700 shares of the Company’s common stock. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: We have prepared the accompanying consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America. We believe these consolidated financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of our consolidated financial position and consolidated results of operations for the periods presented. |
Election to be Treated as an Emerging Growth Company | Election to be treated as an emerging growth company: For the five-year period starting in the first quarter of 2012, Daniels if continuing eligibility applies has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1). This election allows Daniels to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of the Company still being eligible, the Daniels financial statements may not be comparable to companies that comply with public company effective dates. |
FASB Codification | FASB Codification: In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Risk and Uncertainties | Risk and Uncertainties: Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse effect on our business. |
Cash and Cash Equivalents | Cash and Cash Equivalents: For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at several financial institutions, which at times may exceed the insurable FDIC limit, but management believes that there is little risk of loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 ” Fair Value Measurements and Disclosures Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Inputs that are both significant to the fair value measurement and unobservable. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securities and accounts payable and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements. |
Investments | Investments: Our investments consist of common stock of publicly quoted companies and are valued based on the closing stock price. We account for our investments in accordance with ASC Topic 320, Investments |
Comprehensive Income | Comprehensive Income: ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subject to this reporting. |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment: All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale. The indicators that we use to identify those events and circumstances include: the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects; the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes; factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Revenue and Cost Recognition | Revenue and Cost Recognition: The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Daniels Corporate Advisory Company, Inc., generates revenues as a result of corporate financial consulting services which are recognized as services are performed. Daniels also operates a merchant banking division. During the years ended December 31, 2017 and 2016, the Company did not generate any revenues. |
Fixed Assets | Fixed Assets: Fixed assets acquired would be 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. |
Financing Fees | Financing Fees: Financing fees were being amortized over the life of the related liability on the straight-line method which is not materially different than using the effective interest method. All amortization has been expensed since the ongoing staffing operations have discontinued from which the finance fees were originally accrued. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and (liabilities) are as follows: 30-Nov-17 30-Nov-16 Net operating loss carry forwards valuation available $ 8,169,535 $ 7,887,991 Valuation Allowances 8,169,535 7,887,991 Deferred Tax Asset $ – $ – The effective tax rate is as follows: Statutory Federal Rate 21 % Effect of Valuation Allowance (21 %) Effective Rate 0 % |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed ay November 30, 2016: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 284,034 – – 284,034 284,034 Total derivative liabilities $ 284,034 $ – $ – $ 284,034 $ 284,034 Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed November 30, 2017: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature 362,091 – – 362,091 362,091 Total derivative liabilities $ 362,091 $ – $ – $ 362,091 $ 362,091 |
Summary of the Changes in Fair Value of Level 3 Financial Liabilities | Summary of the Changes in Fair Value of Level 3 Financial Liabilities The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended November 30, 2017 and 2016: Derivative Liability Fair value, November 30, 2015 $ 383,396 Additions – Change in fair value (99,362 ) Fair value, November 30, 2016 284,034 Additions 101,849 Change in fair value (23,792 ) Fair value, November 30, 2017 $ 362,091 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Reconciliation of Computation for Basic and Diluted EPS (Details Narrative) | Nov. 30, 2017USD ($) |
Accounting Policies [Abstract] | |
Net loss operating loss carry forwards | $ 8,428,607 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Schedule of Reconciliation of Computation for Basic and Diluted EPS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Net (Loss) | $ (281,544) | $ (374,212) | ||
Weighted-average common stock | 1,594,701,282 | 21,127,708 | ||
Weighted-average common shares outstanding- basic and diluted | 3,382,312,619 | 1,828,964,996 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Nov. 30, 2017USD ($) | |
Related Party Transactions [Abstract] | |
Monthly rent | $ 2,025 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2016 | Nov. 30, 2017 | |
Operating loss carry forwards | $ 8,428,607 | |
Effective tax rate | 35.00% | |
Valuation allowance | $ 8,428,607 | |
Federal Income Tax Purposes [Member] | ||
Operating loss carry forwards | $ 8,428,607 | |
Operating loss carry forwards expiration term | expire between 2017 and 2033 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards valuation available | $ 8,428,607 | $ 7,513,779 |
Deferred Tax Asset | $ 0 | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 9 Months Ended | ||||
Aug. 31, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | |
Estimated fair value of derivative liability | $ 362,091 | $ 284,034 | |||
Derivative Liability [Member] | |||||
Estimated fair value of derivative liability | $ 387,345 | $ 383,396 | |||
Additional derivative liabilities | $ 202,897 | ||||
Amortization of debt discount | 97,373 | ||||
Loss on derivative liabilities | $ 42,045 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] | Aug. 31, 2016USD ($) |
Derivative liabilities on conversion feature | $ 341,351 |
Total derivative liabilities | $ 341,351 |
Derivative Liabilities - Summ28
Derivative Liabilities - Summary of the Changes in Fair Value of Level 3 Financial Liabilities (Details 1) | 12 Months Ended |
Nov. 30, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value, December 1, 2015 | $ 383,396 |
Additions | 256,344 |
Change in fair value | 65,218 |
Transfers in and/or out of Level 3 | (363,607) |
Fair value, May 31, 2016 | $ 341,351 |
Note Payable (Details Narrative
Note Payable (Details Narrative) | Nov. 30, 2017 |
Receivables [Abstract] | |
Unsecured demand note with stated interest rate | 8.00% |