Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2019 | Oct. 11, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Nestbuilder.com Corp. | |
Entity Central Index Key | 0001725516 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,673,237 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
Current Assets | ||
Cash | $ 305,585 | $ 240,925 |
Accounts receivable | 3,800 | |
Prepaid expenses | 3,300 | 3,300 |
Total current assets | 312,685 | 244,225 |
Total assets | 312,685 | 244,225 |
Current Liabilities | ||
Accounts payable and accrued expenses | 104,998 | 113,043 |
Total current liabilities | 104,998 | 113,043 |
Long term Liabilities | ||
Convertible promissory notes payable | 76,976 | 75,550 |
Total liabilities | 181,974 | 188,593 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Convertible Series A Preferred stock, $0.0001 par value 25,000,000 shares authorized; 640,000 shares issued and outstanding at August 31, 2019 and zero at November 30, 2018, respectively | 64 | |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,673,237 shares issued and outstanding at August 31, 2019 and 1,433,180 shares issued and outstanding at November 30, 2018. | 167 | 143 |
Additional paid-in-capital | 587,806 | 181,304 |
Accumulated (deficit) | (457,326) | (125,815) |
Total stockholders' equity | 130,711 | 55,632 |
Total liabilities and stockholders' equity | $ 312,685 | $ 244,225 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2019 | Nov. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible Series A Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Convertible Series A Preferred stock, shares issued | 640,000 | 0 |
Convertible Series A Preferred stock, shares outstanding | 640,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,673,237 | 1,433,180 |
Common stock, shares outstanding | 1,673,237 | 1,433,180 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Revenues | ||||
Real estate media revenue | $ 31,191 | $ 66,718 | $ 114,119 | $ 214,330 |
Cost of revenues | 23,924 | 35,887 | 78,181 | 98,255 |
Gross profit | 7,268 | 30,831 | 35,938 | 116,075 |
Operating expenses | ||||
Salaries and benefits | 192,911 | 23,556 | 229,412 | 73,648 |
Selling and promotions expense | 34,178 | 1,136 | 89,810 | 1,890 |
General and administrative | 12,526 | 13,603 | 48,228 | 73,909 |
Total operating expenses | 239,615 | 38,295 | 367,450 | 149,447 |
Operating income (loss) | (232,347) | (7,464) | (331,512) | (33,372) |
Other income (expense) | ||||
Unrealized gain (loss) on marketable securities | 12,962 | (16,870) | ||
Gain on legal settlements | 179,023 | |||
Legal fees in connection with legal settlements | (37,000) | |||
Gain on cancellation of accounts payable | 159,641 | 159,641 | ||
Total other income (expense) | 172,603 | 284,794 | ||
Net income (loss) | $ (232,347) | $ 165,139 | $ (331,512) | $ 251,422 |
Weighted average number of shares outstanding- basic | 1,673,253 | 373,434 | 1,537,494 | 125,453 |
Weighted average number of shares outstanding - diluted | 1,673,253 | 585,576 | 1,537,494 | 196,683 |
Basic net income (loss) per share | $ (0.14) | $ 0.44 | $ (0.22) | $ 2 |
Diluted net income (loss) per share | $ (0.14) | $ 0.28 | $ (0.22) | $ 1.28 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Nov. 30, 2017 | $ (34,533) | $ (320,360) | $ (354,893) | ||
Balance, shares at Nov. 30, 2017 | 100 | ||||
Net income (loss) | 117,088 | 117,088 | |||
Balance at Feb. 28, 2018 | (34,533) | (202,901) | (237,434) | ||
Balance, shares at Feb. 28, 2018 | 100 | ||||
Balance at Nov. 30, 2017 | (34,533) | (320,360) | (354,893) | ||
Balance, shares at Nov. 30, 2017 | 100 | ||||
Net income (loss) | 251,422 | ||||
Share-based compensation | |||||
Balance at Aug. 31, 2018 | $ 1,108 | 72,359 | (68,204) | 5,063 | |
Balance, shares at Aug. 31, 2018 | 1,186,283 | ||||
Balance at Feb. 28, 2018 | (34,533) | (202,901) | (237,434) | ||
Balance, shares at Feb. 28, 2018 | 100 | ||||
Net income (loss) | (30,806) | (30,806) | |||
Balance at May. 31, 2018 | (34,533) | (233,707) | (268,240) | ||
Balance, shares at May. 31, 2018 | 100 | ||||
Net income (loss) | 165,303 | 165,139 | |||
Issuance of common shares spin off | $ 1,108 | (1,108) | |||
Issuance of common shares spin off, shares | 1,186,183 | ||||
Write off of Intercompany Accounts Payable | 108,000 | 108,000 | |||
Balance at Aug. 31, 2018 | $ 1,108 | 72,359 | (68,204) | 5,063 | |
Balance, shares at Aug. 31, 2018 | 1,186,283 | ||||
Balance at Nov. 30, 2018 | $ 143 | 181,304 | (125,815) | 55,632 | |
Balance, shares at Nov. 30, 2018 | 1,433,180 | ||||
Net income (loss) | (47,659) | (47,653) | |||
Issuance of common shares | $ 1 | 4,999 | 5,000 | ||
Issuance of common shares, shares | 10,000 | ||||
Balance at Feb. 28, 2019 | $ 144 | 186,303 | (173,474) | 12,973 | |
Balance, shares at Feb. 28, 2019 | 1,443,180 | ||||
Balance at Nov. 30, 2018 | $ 143 | 181,304 | (125,815) | 55,632 | |
Balance, shares at Nov. 30, 2018 | 1,433,180 | ||||
Net income (loss) | (331,512) | ||||
Share-based compensation | 176,565 | ||||
Balance at Aug. 31, 2019 | $ 167 | $ 64 | 587,806 | (457,326) | 130,711 |
Balance, shares at Aug. 31, 2019 | 1,673,237 | 640,000 | |||
Balance at Feb. 28, 2019 | $ 144 | 186,303 | (173,474) | 12,973 | |
Balance, shares at Feb. 28, 2019 | 1,443,180 | ||||
Net income (loss) | (51,505) | (51,505) | |||
Issuance of common shares | $ 3 | 65,022 | 65,025 | ||
Issuance of common shares, shares | 28,900 | ||||
Issuance of Series A convertible preferred shares | $ 28 | 69,972 | 70,000 | ||
Issuance of Series A convertible preferred shares, shares | 280,000 | ||||
Issuance of common shares settlement agreement | $ 20 | (20) | |||
Issuance of common shares settlement agreement, shares | 201,157 | ||||
Balance at May. 31, 2019 | $ 167 | $ 28 | 321,277 | (224,979) | 96,493 |
Balance, shares at May. 31, 2019 | 1,673,237 | 280,000 | |||
Net income (loss) | (232,347) | (232,347) | |||
Issuance of Series A convertible preferred shares | $ 36 | 89,964 | 90,000 | ||
Issuance of Series A convertible preferred shares, shares | 360,000 | ||||
Share-based compensation | 176,565 | 176,565 | |||
Balance at Aug. 31, 2019 | $ 167 | $ 64 | $ 587,806 | $ (457,326) | $ 130,711 |
Balance, shares at Aug. 31, 2019 | 1,673,237 | 640,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (232,347) | $ 165,139 | $ (331,512) | $ 251,422 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Noncash gain on settlement of lawsuits | (49,023) | |||
Unrealized loss on marketable securities | (12,962) | 16,870 | ||
Stock-based compensation | 176,565 | 176,565 | ||
Gain on cancellation of accounts payable | (159,641) | (159,641) | ||
Changes in operating assets and liabilities: | ||||
Increase in accrued interest on notes payable | 1,425 | |||
(Increase) decrease in accounts receivable | (3,800) | 8,457 | ||
Increase (decrease) in accounts payable and accrued expenses | (8,043) | (17,576) | ||
Net cash provided by (used in) operating activities | (165,365) | 50,509 | ||
Cash flows from investing activities: | ||||
Net cash used in investing activities | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | 70,025 | |||
Proceeds from issuance of preferred stock | 160,000 | |||
Proceeds from issuance of convertible promissory notes | 75,000 | |||
Net cash provided by (used in) financing activities | 230,025 | 75,000 | ||
Net increase in cash | 64,660 | 125,509 | ||
Cash at beginning of period | 240,925 | 21,665 | ||
Cash at end of period | $ 305,585 | $ 147,174 | 305,585 | 147,174 |
Supplemental disclosure of cash flow information: | ||||
Interest | 1,425 | 1,481 | ||
Income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Aug. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1: ORGANIZATION AND NATURE OF BUSINESS Organization We were incorporated in the State of Nevada on January 10, 2017 as a wholly-owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation (“RealBiz”). On July 31, 2018, RealBiz effectuated our spin-off from RealBiz. Upon completion of the spin-off, RealBiz stockholders owned 100% of the outstanding shares of our common stock. The spin-off was effectuated by way of a pro rata distribution of our common stock to the RealBiz stockholders of record as of July 2, 2018. Each RealBiz stockholder received one share of our common stock for every 900 shares of RealBiz common stock held by such stockholder on the record date. The spinoff resulted in the issuance of 1,387,340 Nestbuilder.com common shares. We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Microvideo app). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. Cost Allocations Prior to July 31, 2018, RealBiz Media Group, Inc. charged its operating subsidiaries for various corporate costs incurred in the operation of the business based on the specific identification of the expense. Accordingly, no significant additional cost allocations were necessary for the preparation of these financial statements. Actual costs that would have been incurred if Nestbuilder.com Corp. had been a standalone company would depend on multiple factors, including organizational structure, capital structure, and strategic decisions made in various areas, including information technology and infrastructure. Transactions between Realbiz Media Group, Inc. and Nestbuilder.com Corp. have been included as related party transactions in these financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. Products and Services We currently offer the following products and services: Enterprise Video Production The Virtual Tour (VT) and Microvideo App (MVA ReachFactor We launched a new real estate platform in the direct to consumer space in October 2018. The new product is designed to enable buyers and sellers of residential real estate to market and sell properties to each other without an agent. This platform is the result of two years of engineering and development work by our engineering team. All work was performed by in house staff and all licenses are owned by us. The new product represents our first foray into the business to consumer space that will attract the great majority of US homeowners. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended August 31, 2019 are not indicative of the results that may be expected for the fiscal year ending November 30, 2019 or for any other future period. These unaudited financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended November 30, 2018 filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2019. Use of Estimates The preparation of abbreviated 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 abbreviated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the allowance for doubtful accounts and deferred tax asset allowance. Cash and Cash Equivalents The Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents as of August 31, 2019 and November 30, 2018. Accounts Receivable The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events, and other factors. As the financial condition of these parties’ change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined that there is no requirement for an allowance for doubtful accounts at August 31, 2019 and November 30, 2018. Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company recorded no depreciation expense for the three and nine months ended August 31, 2019 and 2018, respectively. Impairment of Long-Lived Assets In accordance with Accounting Standards Codification 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 2019 and November 30, 2018. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Fair Value of Financial Instruments The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s abbreviated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Revenue Recognition Revenue is recognized when all of the following criteria are met: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy performance obligation Cost of Revenues Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended August 31, 2019 and 2018 were $34,178 and $1,136, respectively. Advertising expense for the nine months ended August 31, 2019 and 2018 were $89,810 and $1,890, respectively. Share-Based Compensation The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. Additionally, the Company has early adopted ASU 2018-07 during fiscal year 2019. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of August 31, 2019. Marketable securities As part of a legal settlement, the Company received $32,370 of their common shares from the Monaker Group in January 2018. In March 2018 the Company received $16,653 of the common shares from Realbiz Media Group, Inc. as part of a legal settlement. We have classified as “trading” securities. Pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” our marketable securities are marked to market on a quarterly basis, with realized gains and losses being reflected as a component of other income. All marketable securities were sold prior to November 30, 2018 which resulted in a realized loss of $21,602. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. The company’s common stock equivalents include the following: August 31, 2019 August 31, 2018 Series A Preferred Stock issued and outstanding 640,000 -0- Shares on issuance of warrants as share-based compensation 1,185,000 -0- Shares on convertible promissory notes 641,467 625,000 2,466,467 625,000 Concentrations, Risks and Uncertainties The Company’s operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements |
Going Concern
Going Concern | 9 Months Ended |
Aug. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At August 31, 2019, the Company had cash used from operations totaling $165,365, a net loss from operations of $331,512 the nine months ended August 31, 2019 and an accumulated deficit of $457,326. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to meet its working capital needs through the next twelve months and to fund the growth of our business, the Company may consider plans to raise additional funds through the issuance of additional shares of common or preferred stock and or through the issuance of debt instruments. Although the Company intends to obtain additional financing to meet our cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment At August 31, 2019 and November 30, 2018 Company’s property and equipment are as follows: Estimated August 31, 2019 November 30, 2018 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - The Company has recorded -$0- depreciation expense for the three- and nine months period ended August 31, 2019 and 2018. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Aug. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company’s accounts payable and accrued expenses are as follows: August 31, 2019 November 30, 2018 Trade payables and accruals $ 104,998 $ 113,043 Total accounts payable and accrued expenses $ 104,998 $ 113,043 |
Due From_To Affiliates
Due From/To Affiliates | 9 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
Due From/To Affiliates | NOTE 6: DUE FROM/TO AFFILIATES During the normal course of business, our parent, RealBiz, received and/or made advances for operating expenses and various debt obligation conversions to/from its former parent company, Monaker Group, Inc. (“Monaker”). As a result of these transactions, RealBiz has recorded a receivable of $1,287,517 as of November 30, 2017. On May 11, 2016, RealBiz filed a lawsuit against Monaker seeking collection of this balance. All recoveries and liabilities associated with Monaker lawsuits have been transferred to Nestbuilder pursuant to the Contribution and Spin-Off Agreement. Due to uncertainty surrounding our ability to collect this amount, management has elected to record an allowance against the full amount of this receivable. On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 marketable securities of Monaker. The amount is recorded in gain on legal settlements in the accompanying statement of operations. (See note 7). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7: RELATED PARTY TRANSACTIONS Contribution and Spin-Off Agreement On October 27, 2017, a Contribution and Spin-Off Agreement (the “Spin-Off Agreement”) was entered into between Nestbuilder, RealBiz, Mr. Aliksanyan, and Mr. Bhatnagar for purposes of Section 2.3 only. Below is a brief summary of certain terms and conditions of the Spin-Off Agreement: Transfer of Assets and Assumption of Liabilities th We assumed from RealBiz all liabilities of RealBiz accruing before January 2, 2017, and all liabilities arising out of or relating to the assets contributed to us in accordance with the Spin-off Agreement. We expressly did not assume RealBiz liabilities accruing on or after January 2, 2017, and arising from acts, omissions, or agreements occurring on or after January 2, 2017 and which are not related to the assets or the business contributed to us by RealBiz in accordance with the Spin-off Agreement. The Distribution. Conditions Expenses Monaker Lawsuits On January 2, 2018 this matter was settled for $63,000 in cash (net of legal fees of $37,000) and $32,370 of marketable securities of Monaker. The amount is recorded in gain on legal settlements in the accompanying statement of operations. Indemnification Representations and Warranties Convertible Promissory Notes Mr. Aliksanyan and Mr. Grbelja, both officers and board members of the Company, were issued convertible promissory notes in the amount of $12,500 each. Mr. McLeod, a board member and our President, was issued a convertible promissory note for $12,500. All notes were issued between August 20, 2018 and August 31, 2018. (See note 9) Series A Convertible Preferred Stock Included in the quarter ended August 31, 2019, Mr. McLeod, a board member and our President, purchased 280,000 shares of Series A Convertible Preferred Stock in exchange for $70,000. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8: STOCKHOLDERS’ EQUITY The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. On May 31, 2019, we filed a certificate of designation with the Secretary of State of the State of Nevada to create a new class of preferred stock designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock are entitled to receive dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of Series A Convertible Preferred Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or distribution of any Available Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. As of August 31, 2019, there were 1,673,237 shares of common stock issued and outstanding and 640,000 shares of Series A Convertible Preferred Stock issued and outstanding. The original issued and outstanding shares of common stock were owned by the shareholders of our former parent company, RealBiz, as a result of the spin-off of the Company effectuated by RealBiz on July 31, 2018. The existing Realbiz shareholders at the time of the spin-off were issued 1,109,069 shares of Nestbuilder (conversion of 900 to 1). Furthermore, on September 18, 2018 and October 11, 2018, we entered into settlement agreements with two holders (the “RealBiz Noteholders”) of three convertible promissory notes issued to the RealBiz Noteholder by RealBiz, our former parent company (collectively, the “RealBiz Notes”). The RealBiz Noteholders claimed that under the RealBiz Notes it was contractually entitled to receive shares of our common stock in connection with our spin-off from RealBiz on July 31, 2018. Pursuant to the settlement agreement, we issued to the RealBiz Noteholders a total of 252,527 unrestricted shares of our common stock in connection with our spin-off from RealBiz in exchange for a release of any additional claims arising out of the RealBiz Notes and our spin-off from RealBiz. Additionally, during 2018, two private placements were completed with the sale of 71,500 common shares that raised $108,280, as further detailed below. During 2018, $108,000 of accounts payable were identified as intercompany related and therefore the Company adjusted its accounts payable related to those balances as an adjustment to additional paid in capital. On September 18, 2018, we entered into an Entity Subscription Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”), pursuant to which we sold to Geneva a total of 31,500 shares of our common stock, restricted in accordance with Rule 144, for an aggregate purchase price of $37,280, as follows: (i) 14,000 shares upon execution of the Entity Subscription Agreement on September 18, 2018, at a per-share purchase price of $0.52 per share, for a purchase price of $7,280; (ii) 10,000 shares upon completion of the launch of our new website product on September 27, 2018, at a per-share purchase price of $1.50 per share, for a purchase price of $15,000; and (iii) 7,500 shares upon us achieving a minimum of 100 listings on our newly-launched website product on November 9, 2018, at a per-share purchase price of $2.00 per share, for a purchase price of $15,000. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuances. On October 12, 2018, we entered into an Entity Subscription Agreement with one individual, pursuant to which we sold a total of 40,000 shares of our common stock, restricted in accordance with Rule 144, for an aggregate purchase price of $71,000, as follows: (i) 30,000 shares within 5 days of the execution of the Entity Subscription Agreement on October 17, 2018, at a per-share purchase price of $1.70 per share, for a purchase price of $51,000; and (ii) 10,000 shares upon us achieving a minimum of 100 listings on our newly-launched website product on November 9, 2018, at a per-share purchase price of $2.00 per share, for a purchase price of $20,000. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuances. On January 10, 2019, we issued a total of 10,000 shares of our common stock to one investor in exchange for $5,000. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuance. On April 30, 2019, we entered into a settlement agreement with Auctus Fund, LLC (“Auctus Fund”), the holder of a convertible promissory note (the “Auctus Fund Note”) issued to Auctus Fund by RealBiz Media Group, Inc. (“RealBiz”), our former parent company. Pursuant to the settlement agreement, we issued to Auctus Fund a total of 201,157 unrestricted shares of our common stock in connection with our spin-off from RealBiz and received a release of any additional claims arising out of the Auctus Fund Note and our spin-off from RealBiz On May 3, 2019, we issued a total of 28,900 shares of our common stock to one investor in exchange for $65,025. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuance. On May 31, 2019, we issued 280,000 shares of Series A Convertible Preferred Stock to an investor in exchange for a total of $70,000. The issuance of Series A Convertible Preferred Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holder was either accredited or sophisticated investors familiar with our operations. In June of 2019, we issued 360,000 shares of Series A Convertible Preferred Stock in exchange for $90,000. In connection with the foregoing, Mr. McLeod, our President and one of our directors, purchased 280,000 of those shares in exchange for $70,000. The issuances of Series A Convertible Preferred Stock were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holders were all either accredited or sophisticated investors familiar with our operations. Common stock warrants On August 20, 2019, the Company issued 1,185,000 common stock warrants to its officers, contracted employees and professionals that vested immediately. The three contracted employees will be granted additional warrants on a quarterly basis. Each warrant is convertible into 1 share of common stock and vests immediately upon issuance with an exercise price of $0.20. The company has recorded stock-based compensation expense of $176,565 for the period ending August 31, 2019 and is included part of salaries and benefits. The warrants expire on August 20, 2024. A summary of the Company’s outstanding common stock warrants as of August 31, 2019 is as follows: Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2018 - $ - $ - Warrants granted and issued 1,185,000 $ 0.20 $ 0.00 Warrants exercised $ $ Warrants exchanged $ $ 0.00 Outstanding, August 31, 2019 1,185,000 $ 020 $ 0.00 Common stock exercisable upon iussuance of warrants 1,185,000 $ 0.20 $ 0.00 The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the following assumptions for warrants earned during the nine months ended August 31, 2019: Expected volatility 100 % Expected dividends 0 % Expected term (in years) 5.0 Risk-free rate 1.42 % |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 9 Months Ended |
Aug. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes Payable | NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE On November 30, 2018, the Company issued nine promissory notes, in the principal amount totaling $75,000, which includes notes payables to certain officers and board members of the Company, namely Mr. Aliksanyan, Mr. McLeod and Mr. Grbelja, in the amount of $12,500 each (See note 7). The Notes accrue interest at a rate of 2.5% per annum and mature on November 30, 2019 (after extension agreed to by note holders). Pursuant to the terms of the Notes, the Company may prepay the principal amount of the note together with accrued interest at any time prior to the date of maturity without a prepayment penalty Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion price of $0.12 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Note. Each Holder has the right to waive the foregoing conversion limitation, in whole or in part, upon and effective after 61 days prior written notice to us. The Company has accrued $1,425 in interest on those notes as of August 31, 2019 which is included in the convertible promissory notes payable balance. If all of the Notes were converted, the Company would be required to issue 641,467 shares of common stock to the noteholders. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended August 31, 2019 are not indicative of the results that may be expected for the fiscal year ending November 30, 2019 or for any other future period. These unaudited financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended November 30, 2018 filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2019. |
Use of Estimates | Use of Estimates The preparation of abbreviated 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 abbreviated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the allowance for doubtful accounts and deferred tax asset allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents as of August 31, 2019 and November 30, 2018. |
Accounts Receivable | Accounts Receivable The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events, and other factors. As the financial condition of these parties’ change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined that there is no requirement for an allowance for doubtful accounts at August 31, 2019 and November 30, 2018. |
Property and Equipment | Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company recorded no depreciation expense for the three and nine months ended August 31, 2019 and 2018, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 2019 and November 30, 2018. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s abbreviated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy performance obligation |
Cost of Revenues | Cost of Revenues Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks. |
Advertising Expense | Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended August 31, 2019 and 2018 were $34,178 and $1,136, respectively. Advertising expense for the nine months ended August 31, 2019 and 2018 were $89,810 and $1,890, respectively. |
Share-Based Compensation | Share-Based Compensation The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. Additionally, the Company has early adopted ASU 2018-07 during fiscal year 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of August 31, 2019. |
Marketable Securities | Marketable securities As part of a legal settlement, the Company received $32,370 of their common shares from the Monaker Group in January 2018. In March 2018 the Company received $16,653 of the common shares from Realbiz Media Group, Inc. as part of a legal settlement. We have classified as “trading” securities. Pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” our marketable securities are marked to market on a quarterly basis, with realized gains and losses being reflected as a component of other income. All marketable securities were sold prior to November 30, 2018 which resulted in a realized loss of $21,602. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. The company’s common stock equivalents include the following: August 31, 2019 August 31, 2018 Series A Preferred Stock issued and outstanding 640,000 -0- Shares on issuance of warrants as share-based compensation 1,185,000 -0- Shares on convertible promissory notes 641,467 625,000 2,466,467 625,000 |
Concentrations, Risks and Uncertainties | Concentrations, Risks and Uncertainties The Company’s operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Outstanding | Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. The company’s common stock equivalents include the following: August 31, 2019 August 31, 2018 Series A Preferred Stock issued and outstanding 640,000 -0- Shares on issuance of warrants as share-based compensation 1,185,000 -0- Shares on convertible promissory notes 641,467 625,000 2,466,467 625,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At August 31, 2019 and November 30, 2018 Company’s property and equipment are as follows: Estimated August 31, 2019 November 30, 2018 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The Company’s accounts payable and accrued expenses are as follows: August 31, 2019 November 30, 2018 Trade payables and accruals $ 104,998 $ 113,043 Total accounts payable and accrued expenses $ 104,998 $ 113,043 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | A summary of the Company’s outstanding common stock warrants as of August 31, 2019 is as follows: Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2018 - $ - $ - Warrants granted and issued 1,185,000 $ 0.20 $ 0.00 Warrants exercised $ $ Warrants exchanged $ $ 0.00 Outstanding, August 31, 2019 1,185,000 $ 020 $ 0.00 Common stock exercisable upon issuance of warrants 1,185,000 $ 0.20 $ 0.00 |
Schedule of Fair Value Assumptions for Warrants | The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the following assumptions for warrants earned during the nine months ended August 31, 2019: Expected volatility 100 % Expected dividends 0 % Expected term (in years) 5.0 Risk-free rate 1.42 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2018shares | May 31, 2019shares | Feb. 28, 2019shares | Aug. 31, 2019Videos | |
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||||
Production capacity per day | Videos | 15,000 | |||
Common Stock [Member] | ||||
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||||
Shares issued during period | shares | 1,387,340 | 28,900 | 10,000 | |
RealBiz [Member] | ||||
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||||
Ownership percentage | 100.00% | |||
Spin-off share issue, description | Each RealBiz stockholder received one share of our common stock for every 900 shares of RealBiz common stock held by such stockholder on the record date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | |
AccountingPoliciesLineItems [Line Items] | |||||||
Cash equivalents | |||||||
Allowance for doubtful accounts | |||||||
Depreciation expense | 0 | $ 0 | 0 | $ 0 | |||
Impairment of long-lived assets | |||||||
Advertising expense | $ 34,178 | $ 1,136 | $ 89,810 | $ 1,890 | |||
Income taxes position, description | Greater than 50 percent | ||||||
Marketable securities, realized loss | $ 21,602 | ||||||
Legal Settlement [Member] | Monaker Group, Inc [Member] | |||||||
AccountingPoliciesLineItems [Line Items] | |||||||
Marketable securities, amount | $ 32,370 | ||||||
Legal Settlement [Member] | Realbiz Media Group, Inc [Member] | |||||||
AccountingPoliciesLineItems [Line Items] | |||||||
Marketable securities, amount | $ 16,653 | ||||||
Computer Equipment [Member] | |||||||
AccountingPoliciesLineItems [Line Items] | |||||||
Estimated life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Outstanding (Details) - shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2019 | Nov. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,466,467 | 625,000 |
Series A Preferred Stock Issued and Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 640,000 | 0 |
Shares on Issuance of Warrants as Share-based Compensation [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,185,000 | 0 |
Shares on Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 641,467 | 625,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Cash used for operations | $ (165,365) | $ 50,509 | |||||||
Net loss from operations | $ (232,347) | $ (51,505) | $ (47,653) | $ 165,139 | $ (30,806) | $ 117,088 | (331,512) | $ 251,422 | |
Accumulated deficit | $ (457,326) | $ (457,326) | $ (125,815) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0 | $ 0 | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2019 | Nov. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (82,719) | $ (82,719) |
Property and equipment, net | ||
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Property and equipment | $ 82,719 | $ 82,719 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
PayablesAndAccrualsLineItems [Line Items] | ||
Total accounts payable and accrued expenses | $ 104,998 | $ 113,043 |
Trade Payables and Accruals [Member] | ||
PayablesAndAccrualsLineItems [Line Items] | ||
Total accounts payable and accrued expenses | $ 104,998 | $ 113,043 |
Due From_To Affiliates (Details
Due From/To Affiliates (Details Narrative) - USD ($) | Jan. 02, 2018 | Jan. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2017 |
Related Party Transaction [Line Items] | |||||||
Settlement amount | $ 63,000 | ||||||
Legal fees | 37,000 | $ 37,000 | |||||
RealBiz [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable | $ 1,287,517 | ||||||
Settlement amount | $ 30,000 | ||||||
Monaker [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Marketable securities | $ 32,370 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 02, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2018 |
Related Party Transaction [Line Items] | ||||||||
Common stock issued | 1,673,237 | 1,673,237 | 1,433,180 | |||||
Settlement amount | $ 63,000 | |||||||
Legal fees | 37,000 | $ 37,000 | ||||||
RealBiz [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued | 100 | 100 | ||||||
Constituting percentage of issued and outstanding common stock | 100.00% | |||||||
Settlement amount | $ 30,000 | |||||||
Number of common stock received | 4,163,315 | |||||||
Value of common stock received | $ 16,653 | |||||||
Monaker [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Marketable securities | $ 32,370 | |||||||
Mr. Aliksanyan [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | 12,500 | 12,500 | ||||||
Mr. Grbelja [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | 12,500 | 12,500 | ||||||
Mr. McLeod [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares purchased in exchange | 280,000 | |||||||
Number of shares purchased in exchange, value | $ 70,000 | |||||||
Mr. McLeod [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 12,500 | $ 12,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 31, 2019 | May 03, 2019 | Apr. 30, 2019 | Jan. 10, 2019 | Nov. 09, 2018 | Oct. 17, 2018 | Oct. 12, 2018 | Sep. 27, 2018 | Sep. 18, 2018 | Jun. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2018 | Aug. 20, 2019 |
Class of Stock [Line Items] | |||||||||||||||||
Shares capital, authorized | 275,000,000 | 275,000,000 | |||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock conversion basis description | Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. | ||||||||||||||||
Common stock, shares issued | 1,673,237 | 1,673,237 | 1,433,180 | ||||||||||||||
Common stock, shares outstanding | 1,673,237 | 1,673,237 | 1,433,180 | ||||||||||||||
Preferred stock, shares issued | 640,000 | 640,000 | 0 | ||||||||||||||
Preferred stock, shares outstanding | 640,000 | 640,000 | 0 | ||||||||||||||
Intercompany accounts payable adjusted through paid in capital | $ 108,000 | ||||||||||||||||
Shares issued during period, value | $ 65,025 | $ 5,000 | |||||||||||||||
Stock-based compensation expense | $ 176,565 | $ 176,565 | |||||||||||||||
Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued | 1,185,000 | ||||||||||||||||
Number of shares called by each warrant | 1 | ||||||||||||||||
Warrants exercise price | $ 0.20 | ||||||||||||||||
Warrants expiration date | Aug. 20, 2024 | ||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during period | 280,000 | 360,000 | |||||||||||||||
Shares issued during period, value | $ 70,000 | $ 90,000 | |||||||||||||||
Two Private Placements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 71,500 | ||||||||||||||||
Number of shares sold, value | $ 108,280 | ||||||||||||||||
Settlement Agreement [Member] | Unrestricted Shares [Member] | Auctus Fund LLC [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during period | 201,157 | ||||||||||||||||
Entity Subscription Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 30,000 | 14,000 | |||||||||||||||
Number of shares sold, value | $ 51,000 | $ 7,280 | |||||||||||||||
Sale of stock price per shares | $ 1.70 | $ 0.52 | |||||||||||||||
Entity Subscription Agreement [Member] | New Website Product [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 7,500 | 10,000 | |||||||||||||||
Number of shares sold, value | $ 15,000 | $ 15,000 | |||||||||||||||
Sale of stock price per shares | $ 2 | $ 1.50 | |||||||||||||||
Entity Subscription Agreement [Member] | New Website Product [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 10,000 | ||||||||||||||||
Number of shares sold, value | $ 20,000 | ||||||||||||||||
Sale of stock price per shares | $ 2 | ||||||||||||||||
Entity Subscription Agreement [Member] | Restricted Stock [Member] | Geneva Roth Remark Holdings, Inc. [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 31,500 | ||||||||||||||||
Number of shares sold, value | $ 37,280 | ||||||||||||||||
Sale of stock, description of transaction | (i) 14,000 shares upon execution of the Entity Subscription Agreement on September 18, 2018, at a per-share purchase price of $0.52 per share, for a purchase price of $7,280; (ii) 10,000 shares upon completion of the launch of our new website product on September 27, 2018, at a per-share purchase price of $1.50 per share, for a purchase price of $15,000; and (iii) 7,500 shares upon us achieving a minimum of 100 listings on our newly-launched website product on November 9, 2018, at a per-share purchase price of $2.00 per share, for a purchase price of $15,000. | ||||||||||||||||
RealBiz Shareholders [Member] | Spinoff [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during period | 1,109,069 | ||||||||||||||||
Spinoff conversion, description | Conversion of 900 to 1 | ||||||||||||||||
RealBiz Note Holder [Member] | Settlement Agreement [Member] | Unrestricted Shares [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during period | 252,527 | ||||||||||||||||
One Individual [Member] | Entity Subscription Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 40,000 | ||||||||||||||||
Number of shares sold, value | $ 71,000 | ||||||||||||||||
Sale of stock, description of transaction | i) 30,000 shares within 5 days of the execution of the Entity Subscription Agreement on October 17, 2018, at a per-share purchase price of $1.70 per share, for a purchase price of $51,000; and (ii) 10,000 shares upon us achieving a minimum of 100 listings on our newly-launched website product on November 9, 2018, at a per-share purchase price of $2.00 per share, for a purchase price of $20,000. | ||||||||||||||||
One Investor [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during period | 28,900 | 10,000 | |||||||||||||||
Shares issued during period, value | $ 65,025 | $ 5,000 | |||||||||||||||
Mr. McLeod [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 280,000 | ||||||||||||||||
Number of shares sold, value | $ 70,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Warrants Outstanding (Details) - Warrants [Member] | 3 Months Ended |
Aug. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balance | shares | |
Warrants granted and issued | shares | 1,185,000 |
Warrants exercised | shares | |
Warrants exchanged | shares | |
Warrants Outstanding, ending balance | shares | 1,185,000 |
Common stock exercisable upon issuance of warrants | shares | 1,185,000 |
Warrants Outstanding, beginning balance, Weighted Average Exercise Price | $ / shares | |
Warrants granted and issued, Weighted Average Exercise Price | $ / shares | 0.20 |
Warrants exercised, Weighted Average Exercise Price | $ / shares | |
Warrants exchanged, Weighted Average Exercise Price | $ / shares | |
Warrants Outstanding, ending balance, Weighted Average Exercise Price | $ / shares | 0.20 |
Common stock exercisable upon issuance of warrants, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, beginning balance, Intrinsic Value | $ | |
Warrants granted and issued, Intrinsic Value | $ | 0 |
Warrants exercised, Intrinsic Value | $ | |
Warrants exchanged, Intrinsic Value | $ | 0 |
Warrants Outstanding, ending balance, Intrinsic Value | $ | 0 |
Common stock exercisable upon issuance of warrants, Intrinsic Value | $ | $ 0 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Fair Value Assumptions for Warrants (Details) | Aug. 31, 2019 |
Expected volatility [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 1 |
Expected Dividends [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 0 |
Expected Term [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, term | 5 years |
Risk-Free Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 0.0142 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | ||
Aug. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | |||
Promissory note | $ 75,000 | ||
Debt instrument interest rate | 2.50% | ||
Debt instrument maturity date | Nov. 30, 2019 | ||
Stock conversion price per share | $ 0.12 | ||
Minimum percentage of shares to be owned beneficially after debt conversion | 4.99% | ||
Accrued interest | $ 1,425 | ||
Debt instrument converted shares | 641,467 | ||
Mr. Aliksanyan [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 12,500 | ||
Mr. McLeod [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | 12,500 | ||
Mr. Grbelja [Member] | Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 12,500 |