Cover
Cover - USD ($) | 12 Months Ended | ||
Nov. 30, 2021 | Feb. 17, 2022 | May 28, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Nov. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --11-30 | ||
Entity File Number | 333-172139 | ||
Entity Registrant Name | BioPower Operations Corporation | ||
Entity Central Index Key | 0001510832 | ||
Entity Tax Identification Number | 27-4460232 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 20801 Biscayne Blvd. | ||
Entity Address, Address Line Two | Suite 403 | ||
Entity Address, City or Town | Aventura | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33180 | ||
City Area Code | (786) | ||
Local Phone Number | 923-0272 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 768,152.20 | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2021 | Nov. 30, 2020 |
Current assets | ||
Cash | $ 95,973 | |
Total assets | 95,973 | |
Current liabilities | ||
Accounts payable and accrued expenses | 563,967 | 406,202 |
Accounts payable and accrued expenses - related party | 1,530,668 | 1,545,751 |
Notes payable | 130,671 | 130,671 |
Convertible debt | 368,031 | 368,031 |
Convertible debt - related parties, | 399,447 | 399,447 |
Notes payable Senior secured - related party | 1,000,000 | |
Notes payable | 193,667 | 193,667 |
Notes payable - related parties | 1,320,700 | 1,320,700 |
Total current liabilities | 5,507,151 | 4,364,469 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ deficit | ||
Common stock, $.0001 par value: 500,000,000 authorized; 45,000,000 and 43,107,680 issued and outstanding on November 30, 2021 and November 30, 2020, respectively | 4,501 | 4,312 |
Additional paid-in capital | 4,140,411 | 4,746,884 |
Accumulated deficit | (9,556,990) | (9,115,666) |
Total stockholders’ deficit | (5,411,178) | (4,364,469) |
Total liabilities and stockholders’ deficit | 95,973 | |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | 1 | |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | $ 900 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2021 | Jul. 28, 2021 | Jul. 27, 2021 | Jun. 29, 2021 | Nov. 30, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 1 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | ||
Preferred stock, shares issued | 900,000 | 1 | |||
Preferred stock, shares outstanding | 900,000 | 1 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 | 500,000,000 | |
Common stock, shares issued | 45,000,000 | 43,107,680 | |||
Common stock, shares outstanding | 45,000,000 | 43,107,680 | |||
Series A Preferred Stock [Member] | |||||
Preferred stock, par value | $ 1 | $ 1 | |||
Preferred stock, shares authorized | 10,000 | 10,000 | |||
Preferred stock, shares issued | 0 | 1 | |||
Preferred stock, shares outstanding | 0 | 1 | |||
Series C Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 900,000 | 5,000,000 | ||
Preferred stock, shares issued | 900,000 | 0 | |||
Preferred stock, shares outstanding | 900,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 175,000 | |
Operating expenses | ||
Selling, general and administrative expenses | 461,263 | |
Total operating expenses | 461,263 | |
Loss from operations | (286,263) | |
Other expenses | ||
Interest expense | (44,990) | (44,990) |
Interest expense -related party | (110,071) | (84,755) |
Total other expenses | (155,061) | (129,745) |
Net loss | $ (441,324) | $ (129,745) |
Net loss per common share: basic and diluted | $ (0.01) | $ 0 |
Weighted average common shares outstanding: basic and diluted | 43,915,714 | 43,107,680 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (441,324) | $ (129,745) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock issued for services | 2,500 | |
Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | 195,266 | 44,990 |
Accounts payable and accrued expenses - related party | 39,531 | 84,755 |
Net cash used in operating activities | (204,027) | |
Cash flow from financing activities | ||
Proceeds from issuance of preferred stock | 300,000 | |
Net cash provided by financing activities | 300,000 | |
Net increase in cash and cash equivalents | 95,973 | |
Cash and cash equivalents at beginning of period | ||
Cash and cash equivalents at end of period | 95,973 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of cash flow information: | ||
Conversion of series A preferred stock to notes payable - related party | (1,000,000) | |
Common stock issued for accrued severance | 37,500 | |
Common stock issued for accrued salary - related party | $ 54,615 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Nov. 30, 2019 | $ 1 | $ 4,312 | $ 4,746,884 | $ (8,985,921) | $ (4,234,724) | |
Beginning balance, shares at Nov. 30, 2019 | 1 | 43,107,680 | ||||
Net Income/Loss | (129,745) | (129,745) | ||||
Ending balance, value at Nov. 30, 2020 | $ 1 | $ 4,312 | 4,746,884 | (9,115,666) | (4,364,469) | |
Ending balance, shares at Nov. 30, 2020 | 1 | 43,107,680 | ||||
Sales of preferred stock | $ 900 | 299,100 | 300,000 | |||
Sales of preferred stock, shares | 900,000 | |||||
Conversion of series A preferred stock to notes payable - related party | $ (1) | (999,999) | (1,000,000) | |||
Conversion of Series A preferred stock to notes payable - related party, shares | (1) | |||||
Common stock issued for services | $ 5 | 2,495 | 2,500 | |||
Common stock issued for services, shares | 50,000 | |||||
Common stock issued for accrued severance | $ 75 | 37,425 | 37,500 | |||
Common stock issued for accrued severance, shares | 750,000 | |||||
Common stock issued for accrued salary - related party | $ 109 | 54,506 | 54,615 | |||
Common stock issued for accrued salary - related party, shares | 1,092,320 | |||||
Net Income/Loss | (441,324) | (441,324) | ||||
Ending balance, value at Nov. 30, 2021 | $ 900 | $ 4,501 | $ 4,140,411 | $ (9,556,990) | $ (5,411,178) | |
Ending balance, shares at Nov. 30, 2021 | 900,000 | 45,000,000 |
Organization
Organization | 12 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization BioPower Corporation (“BioPower” or the “Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly owned subsidiary. On October 24, 2014, the Company executed a Share Exchange Agreement (“SEA”) with Green3Power Holdings Company (“G3P”) to acquire G3P and its wholly owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”), and Green3Power International Company, a Nevis corporation (“G3PI”). This transaction was a stock for stock exchange (the “Exchange”), which was accounted for as an acquisition and recorded as an expense based on the fair value of the Company’s common stock as of the date of the exchange. Also exchanged was one share of the Company’s Series B preferred stock, which is convertible into common shares two years from the date of the SEA, if certain milestones are met as required by the SEA. No value was attributed to the preferred share. We conduct all of our operations through G3P and its subsidiaries which are primarily engaged in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services globally. The Company’s fiscal year end is November 30. On January 6, 2011, we acquired 100 100 On May 12, 2012, the Company formed FTZ Energy Exchange Inc., a wholly owned subsidiary, for the future development of an energy exchange. On June 7, 2012, the Company’s then-Chief Executive Officer contributed 100 On August 2, 2012, the Company formed Agribopo, Inc., a wholly owned subsidiary, for the development of biomass related projects. On November 27, 2012, the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC to convert biomass wastes from animals, humans and cellulosic biomass to cellulosic ethanol, fertilizer and other derivative products. On October 24, 2014, the Company entered into the SEA with G3P to acquire G3P and its wholly owned subsidiaries, G3P OPS and G3PI through the Exchange. By October 24, 2016, G3P had failed to meet the provisions of the SEA that would allow G3P to take over control of the Company. As a result, the Company’s Board of Directors tried to come to an arrangement to separate BioPower from its subsidiaries, but in the end, decided that it would be in the best interests of the Company’s shareholders to move forward looking for a new acquisition. From October 24, 2016 until February 2017, the Company continued project development of waste-to-energy projects with extremely limited funds. In February 2017, the Company ceased all operations. At that time, we became a shell company. In 2019, we entered into a memorandum of understanding with WPP Energy GmbH and China Energy Partners, LLC (“CEP”), but after exhausting all efforts we were unable to negotiate a definitive agreement or close the transaction. On June 29, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”). Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (collectively, the “HyFi Tokens”) expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” means a decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets. In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 Pursuant to the terms of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will have the following terms, among others: 1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 900,000 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions. The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration. On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock. Series A Preferred Stock Redemption Agreement & Senior Promissory Note Also on the Closing Date, the Company and CEP entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $ 1,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation All inter-company accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (the “ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of November 30, 2021, the Company had an accumulated deficit of $ 9,556,990 5,411,178 Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition On July 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 4,125.000 175,000 Concentration Two customers account for 71 29 100 Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On November 30, 2021, and November 30, 2020, the Company’s cash equivalents totaled $ 95,973 0 Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 1, 2021. The adoption of ASC 842 did not have any impact on our financial statements. Stockholders’ Equity On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 0.0001 45,000,000 43,107,680 900,000 1 |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 12 Months Ended |
Nov. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 3. Notes Payable and Convertible Debt Notes payable consists of the following: Schedule of Notes Payable Balance Interest Rate Maturity Demand loans $ 551,167 4 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance –November 30, 2021 and November 30, 2020 $ 694,198 As of November 30, 2021 and November 30, 2020, all loans are past due and in default. On July 27, 2016, the Company entered into demand loan agreements with a third party investor totaling $ 193,667 4 Between October 28, 2011 and January 7, 2012, the Company issued a total of $ 70,000 May 31, 2012 4 0.25 On December 3, 2013, the Company entered into convertible debt agreements with a third party investor totaling $ 62,500 8 0.10 50 On July 30, 2015, the Company entered into convertible debt agreements with a third party investor totaling $ 200,000 8 December 31, 2015 0.15 On May 23, 2016, the Company entered into convertible debt agreements with a third party investor totaling $ 25,000 8 May 23, 2018 0.10 On July 30, 2015, the Company entered into convertible debt agreements with a third party investor totaling $ 15,000 8 May 23, 2018 0.15 On July 30, 2015, the Company entered into convertible debt agreements with a third party investor totaling $ 15,000 8 May 23, 2018 0.15 Between December 3, 2014 and July 28, 2015, the Company issued a total of $ 113,031 8 December 31, 2015 Accrued interest on notes payable and convertible debt at November 30, 2021 and November 30, 2020 amounted to $ 275,071 230,080 Interest expense on notes payable and convertible debt with third parties amounted to $ 44,989 44,989 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions On May 27, 2016, the former Chief Executive Officer, now our Chief Financial Officer, agreed to reduce his accrued compensation by $ 206,250 874,000 4 December 1, 2017 The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. 25,000 214,000 445,250 445,250 15,722.47 805,637 779,238 On May 27, 2016, the Director of Strategy agreed to reduce her accrued compensation by $ 206,250 660,000 4 December 1, 2017 710,000 50,000 8 The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. 225,000 9,583 440,833 440,833 883,791 853,392 27,308 As of November 30, 2016, a related party investor advanced a total of $ 99,448 June 15, 2016 100 0.15 In March 2016, the Chief Operating Officer loaned to the Company $ 100,000 8 March 2, 2018 100 0.15 0.10 50,000 0.10 50,000 0.10 0.10 25,000 0.10 25,000 100,000 0.10 0.10 In May 2016, the Chief Operating Officer made a loan of $ 50,000 8 May 18, 2018 0.10 In July 2016, the Chief Operating Officer made a loan of $ 50,000 8 July 31, 2018 0.10 On June 29, 2021 the Company entered into an employment agreement with Robert Kohn. The Company agreed to an annual salary of $ 150,000 25,000 During the year ended November 30, 2021 the Company issued 17,500,000 0 175,000 5% Accrued interest on related party notes payable and convertible debt at November 30, 2021 and November 30, 2020, amounted to $ 484,156 399,397 Interest expense on notes payable and convertible debt with related parties amounted to $ 84,758 84,758 The Company has separated accounts payable and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation, health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other related business expenses. |
Senior Promissory Note _ relate
Senior Promissory Note – related party | 12 Months Ended |
Nov. 30, 2021 | |
Senior Promissory Note Related Party | |
Senior Promissory Note – related party | Note 5. Senior Promissory Note – related party On June 29, 2021, the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the Note in the principal amount of $ 1,000,000 6 25,315 |
Stockholders_ deficit
Stockholders’ deficit | 12 Months Ended |
Nov. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 6. Stockholders’ deficit On August 5, 2021, Company effected the following share issuances: The Company issued 50,000 2,500 0.05 The Company issued 750,000 37,500 0.05 The Company issued 546,160 27,307 0.05 The Company issued 546,160 27,307 0.05 On the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the Note in the principal amount of $ 1,000,000 6 On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will have the following terms, among others: 1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of November 30, 2021, if all of the 900,000 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions. On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock. On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 0.0001 45,000,000 43,107,680 900,000 1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Contingencies From time to time, the Company may be involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On October 7, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated articles in the State of Nevada and with FINRA, in order to change its corporate name from BioPower Operations Corporation. to HyFi Corp (the “Name Change”). The State of Nevada has officially changed the name of the Company to HYFI Corp. The Name Change and stock symbol change is expected to be effective in the coming weeks, following clearance by the Financial Industry Regulatory Authority (FINRA). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation All inter-company accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (the “ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. |
Going Concern | Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of November 30, 2021, the Company had an accumulated deficit of $ 9,556,990 5,411,178 Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. On June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $ 300,000 400,000,000 4,125.000 175,000 |
Concentration | Concentration Two customers account for 71 29 100 |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On November 30, 2021, and November 30, 2020, the Company’s cash equivalents totaled $ 95,973 0 |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, “Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 1, 2021. The adoption of ASC 842 did not have any impact on our financial statements. |
Stockholders’ Equity | Stockholders’ Equity On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 500,000,000 10,000 5,000,000 1.00 0.0001 500,000,000 0.0001 5,000,000 0.0001 45,000,000 43,107,680 900,000 1 |
Notes Payable and Convertible_2
Notes Payable and Convertible Debt (Tables) | 12 Months Ended |
Nov. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Schedule of Notes Payable Balance Interest Rate Maturity Demand loans $ 551,167 4 8 % Various Reclassification of accrued compensation to notes payable 143,031 8 % December 1, 2017 Balance –November 30, 2021 and November 30, 2020 $ 694,198 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jun. 29, 2021 | Jun. 07, 2012 | Sep. 13, 2010 | Nov. 30, 2021 | Jul. 28, 2021 | Jul. 27, 2021 | Nov. 30, 2020 | Jan. 06, 2011 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | |||||
Series C Preferred Stock [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Preferred stock, shares authorized | 900,000 | 5,000,000 | 5,000,000 | |||||
Stock conversion, shares | 450 | |||||||
Stock conversion, issued shares | 900,000 | |||||||
Number of preferred stock voting rights | Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. | |||||||
Series A Preferred Stock [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||
HyFi [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Cash consideration, acquisition | $ 300,000 | |||||||
Business combination description | Pursuant to the terms of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock. | |||||||
HyFi Tokens [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Number of consideration shares | 400,000,000 | |||||||
China Energy Partners, LLC [Member] | Series A Preferred Stock [Member] | Redemption Agreement [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Debt instrument, principal value | $ 1,000,000 | |||||||
Chief Executive Officer and Director [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Percentage of outstanding shares | 100.00% | |||||||
Chief Executive Officer [Member] | FTZ Exchange, LLC [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Percentage of outstanding shares | 100.00% | |||||||
Subsidiaries [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Jun. 29, 2021USD ($)Integer | Nov. 30, 2021USD ($)Integer$ / sharesshares | Jul. 28, 2021$ / sharesshares | Jul. 27, 2021$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($) |
Product Information [Line Items] | ||||||
Accumulated deficit | $ | $ 9,556,990 | $ 9,115,666 | ||||
Stockholders' deficit | $ | 5,411,178 | 4,364,469 | $ 4,234,724 | |||
Cash equivalents | $ | $ 95,973 | $ 0 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 | 500,000,000 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 1 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 45,000,000 | 43,107,680 | ||||
Common stock, shares issued | 45,000,000 | 43,107,680 | ||||
Preferred stock, shares outstanding | 900,000 | 1 | ||||
Preferred stock, shares issued | 900,000 | 1 | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 71.00% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 29.00% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 100.00% | |||||
Two Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Number of tokens sold | Integer | 4,125 | |||||
Proceeds from sale of tokens | $ | $ 175,000 | |||||
HyFi Tokens [Member] | ||||||
Product Information [Line Items] | ||||||
Proceeds from acquisition | $ | $ 300,000 | |||||
NFTs received from acquisition | Integer | 400,000,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Jul. 28, 2015 | |
Short-term Debt [Line Items] | ||
Demand loans | $ 551,167 | |
Interest rate | 8.00% | |
Reclassification of accrued compensation to notes payable | 143,031 | |
Balance -November 30, 2021 and November 30, 2020 | $ 694,198 | $ 113,031 |
Demand Loans [Member] | ||
Short-term Debt [Line Items] | ||
Maturity date | Various | |
Demand Loans [Member] | Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Demand Loans [Member] | Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.00% | |
Reclassification of Accrued Compensation to Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.00% | |
Maturity date | December 1, 2017 |
Notes Payable and Convertible_3
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | May 23, 2016 | Jul. 30, 2015 | Jan. 07, 2012 | Jul. 28, 2015 | Nov. 30, 2021 | Nov. 30, 2020 | Jul. 27, 2016 | Dec. 03, 2013 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Notes payable | $ 113,031 | $ 694,198 | ||||||
Debt instrument, interest | 8.00% | |||||||
Debt instrument maturity date | Dec. 31, 2015 | |||||||
Accrued interest | 275,071 | $ 230,080 | ||||||
Third Party Investor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion price per share | $ 0.10 | |||||||
Third Parties [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Interest expense | $ 44,989 | $ 44,989 | ||||||
Demand Loan Agreements [Member] | Third Party Investor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Notes payable | $ 193,667 | |||||||
Debt instrument, interest | 4.00% | |||||||
Demand Loan Agreements [Member] | Lender [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Notes payable | $ 70,000 | |||||||
Debt instrument, interest | 4.00% | |||||||
Debt instrument maturity date | May 31, 2012 | |||||||
Conversion price per share | $ 0.25 | |||||||
Convertible Debt Agreement [Member] | Third Party Investor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt instrument, interest | 8.00% | 8.00% | 8.00% | |||||
Debt instrument maturity date | May 23, 2018 | May 23, 2018 | ||||||
Conversion price per share | $ 0.10 | $ 0.15 | $ 0.10 | |||||
Convertible debt | $ 25,000 | $ 15,000 | $ 62,500 | |||||
Debt instrument, original percentage | 50.00% | |||||||
Convertible Debt Agreement [Member] | Third Party Investor One [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt instrument, interest | 8.00% | |||||||
Debt instrument maturity date | Dec. 31, 2015 | |||||||
Conversion price per share | $ 0.15 | |||||||
Convertible debt | $ 200,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Nov. 30, 2016USD ($)$ / shares | Jun. 02, 2016USD ($) | May 27, 2016USD ($) | Jul. 31, 2016USD ($)$ / shares | May 31, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Jul. 28, 2015 | Nov. 30, 2021USD ($)Integer | Nov. 30, 2020USD ($) | Jun. 29, 2021USD ($) | May 23, 2016USD ($)$ / shares | May 18, 2016USD ($)$ / shares | Mar. 02, 2016$ / shares |
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument bearing interest | 8.00% | ||||||||||||
Debt instrument maturity date | Dec. 31, 2015 | ||||||||||||
Accrued interest | $ 484,156 | $ 399,397 | |||||||||||
Interest Expense, Related Party | 110,071 | 84,755 | |||||||||||
Third Party Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, price per share | $ / shares | $ 0.10 | ||||||||||||
Convertible notes payable to related parties | $ 25,000 | ||||||||||||
Robert Kohn [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued salary | 25,000 | $ 150,000 | |||||||||||
Related Parties [Member] | Technology [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Value of purchased assets | $ 0 | ||||||||||||
Related party transaction, rate | 5.00% | ||||||||||||
Related Parties [Member] | HyFi Tokens [Member] | Technology [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of tokens issued to purchase assets | Integer | 17,500,000 | ||||||||||||
Troy MacDonald [Member] | HyFi Tokens [Member] | Technology [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of tokens issued to purchase assets | Integer | 175,000 | ||||||||||||
Notes Payable and Convertible Debt [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest Expense, Related Party | $ 84,758 | 84,758 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Reduction in long term debt | $ 214,000 | $ 874,000 | |||||||||||
Debt instrument bearing interest | 4.00% | ||||||||||||
Debt instrument maturity date | Dec. 1, 2017 | ||||||||||||
Debt instrument, description | The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. | ||||||||||||
Chief Executive Officer [Member] | Additional Paid-in Capital [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation | 25,000 | $ 206,250 | |||||||||||
Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation | 445,250 | 445,250 | |||||||||||
Increase (Decrease) in Accrued Salaries | 15,722.47 | ||||||||||||
Notes payable to related parties | 805,637 | 779,238 | |||||||||||
Director of Business Strategy [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation | 440,833 | 440,833 | |||||||||||
Reduction in long term debt | 9,583 | $ 660,000 | |||||||||||
Debt instrument bearing interest | 4.00% | ||||||||||||
Debt instrument maturity date | Dec. 1, 2017 | ||||||||||||
Debt instrument, description | The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. | ||||||||||||
Notes payable to related parties | 883,791 | $ 853,392 | |||||||||||
Debt instrument, face amount | $ 710,000 | ||||||||||||
Reduction in liability insurance | $ 27,308 | ||||||||||||
Director of Business Strategy [Member] | Three notes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||
Debt instrument, interest rate, effective percentage | 8.00% | ||||||||||||
Director of Business Strategy [Member] | Additional Paid-in Capital [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation | $ 225,000 | $ 206,250 | |||||||||||
Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument maturity date | Jun. 15, 2016 | ||||||||||||
Notes payable to related parties | $ 99,448 | ||||||||||||
Debt instrument, conversion percentage | 100.00% | ||||||||||||
Debt instrument, price per share | $ / shares | $ 0.0015 | ||||||||||||
Chief Operating Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument bearing interest | 8.00% | 8.00% | 8.00% | ||||||||||
Debt instrument maturity date | Jul. 31, 2018 | May 18, 2018 | Mar. 2, 2018 | ||||||||||
Debt instrument, conversion percentage | 100.00% | ||||||||||||
Debt instrument, price per share | $ / shares | $ 0.10 | $ 0.10 | $ 0.15 | $ 0.10 | $ 0.10 | ||||||||
Loan amount | $ 50,000 | $ 50,000 | $ 100,000 | $ 100,000 | $ 50,000 | ||||||||
Share price | $ / shares | $ 0.10 | $ 0.10 | |||||||||||
Convertible notes payable to related parties | $ 25,000 |
Senior Promissory Note _ rela_2
Senior Promissory Note – related party (Details Narrative) - USD ($) | Nov. 30, 2021 | Jun. 29, 2021 | Nov. 30, 2020 |
Debt instrument, principal value | $ 484,156 | $ 399,397 | |
China Energy Partners, LLC [Member] | |||
Debt instrument, principal value | $ 25,315 | ||
China Energy Partners, LLC [Member] | Redemption Agreement [Member] | Series A Preferred Stock [Member] | |||
Debt instrument, principal value | $ 1,000,000 | ||
Debt instrument, interest rate | 6.00% |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) | Aug. 05, 2021USD ($)$ / sharesshares | Jun. 29, 2021USD ($)Integershares | Nov. 30, 2021USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Jul. 28, 2021$ / sharesshares | Jul. 27, 2021$ / sharesshares |
Class of Stock [Line Items] | ||||||
Value of shares issued | $ | $ 2,500 | |||||
Value of shares issued | $ | 300,000 | |||||
Stock issued | $ | $ 1,000,000 | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 10,000 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 1 | |||
Common stock, shares issued | 45,000,000 | 43,107,680 | ||||
Common stock, shares outstanding | 45,000,000 | 43,107,680 | ||||
Preferred stock, shares issued | 900,000 | 1 | ||||
Preferred stock, shares outstanding | 900,000 | 1 | ||||
HyFi Tokens [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from acquisition | $ | $ 300,000 | |||||
NFTs received from acquisition | Integer | 400,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||
Preferred stock, par value | $ / shares | $ 1 | $ 1 | ||||
Preferred stock, shares issued | 0 | 1 | ||||
Preferred stock, shares outstanding | 0 | 1 | ||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued | $ | $ 900,000 | |||||
Preferred stock, shares authorized | 900,000 | 5,000,000 | 5,000,000 | |||
Conversion of stock, description | Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of November 30, 2021, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. | |||||
Conversion of Stock, Shares Issued | 900,000 | |||||
Number of preferred stock voting rights | Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. | |||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 900,000 | 0 | ||||
Preferred stock, shares outstanding | 900,000 | 0 | ||||
China Energy Partners, LLC [Member] | Redemption Agreement [Member] | Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument, principal value | $ | $ 1,000,000 | |||||
Debt instrument, interest rate | 6.00% | |||||
Consultant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 50,000 | |||||
Value of shares issued | $ | $ 2,500 | |||||
Issue price per share | $ / shares | $ 0.05 | |||||
Baruch Halpern [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue price per share | $ / shares | $ 0.05 | |||||
Number of shares issued | 750,000 | |||||
Value of shares issued | $ | $ 37,500 | |||||
Robert Kohn [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue price per share | $ / shares | $ 0.05 | |||||
Number of shares issued | 546,160 | |||||
Value of shares issued | $ | $ 27,307 | |||||
Bonnie Nelson [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue price per share | $ / shares | $ 0.05 | |||||
Number of shares issued | 546,160 | |||||
Value of shares issued | $ | $ 27,307 |