Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2021 | Oct. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 000-55875 | |
Entity Registrant Name | Nestbuilder.com Corp | |
Entity Central Index Key | 0001725516 | |
Entity Tax Identification Number | 82-3254264 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 201 W. Passaic Street | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Rochelle Park | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07662 | |
City Area Code | (201) | |
Local Phone Number | 845-7001 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,673,237 |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Current Assets | ||
Cash | $ 26,212 | $ 4,124 |
Total current assets | 26,212 | 4,124 |
Total assets | 26,212 | 4,124 |
Current Liabilities | ||
Accounts payable and accrued expenses | 98,503 | 110,000 |
Convertible promissory notes payable | 45,742 | |
Loan Payable- Paycheck Protection Program 2 | 13,077 | |
SBA loan | 2,000 | 15,080 |
Total current liabilities | 159,322 | 125,080 |
Total Liabilities | 159,322 | 125,080 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value 25,000,000 shares authorized; zero shares issued and outstanding at August 31, 2021 and November 30, 2020 | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,673,237 shares issued and outstanding at August 31, 2021 and at November 30, 2020 | 167 | 167 |
Treasury stock, at cost | (120,000) | (120,000) |
Additional paid-in-capital | 587,869 | 587,869 |
Accumulated deficit | (601,146) | (588,992) |
Total Stockholders’ Deficit | (133,110) | (120,956) |
Total Liabilities and Stockholders’ Deficit | $ 26,212 | $ 4,124 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2021 | Nov. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 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 | 1,673,237 |
Common stock, shares outstanding | 1,673,237 | 1,673,237 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Revenues | ||||
Real estate media revenue | $ 16,675 | $ 21,452 | $ 47,768 | $ 60,047 |
Cost of revenues | 4,144 | 3,706 | 13,028 | 32,319 |
Gross profit | 12,531 | 17,746 | 34,740 | 27,728 |
Operating expenses | ||||
Salaries and benefits | 3,329 | 14,568 | 42,266 | |
Marketing and promotions expense | 98 | 180 | 418 | 17,143 |
General and administrative | 26,809 | 6,416 | 44,988 | 30,772 |
Total operating expenses | 26,907 | 9,925 | 59,974 | 90,181 |
Operating (loss) | (14,376) | 7,821 | (25,234) | (62,453) |
Other income (expense) | ||||
Gain of settlement of promissory notes | 10,438 | |||
Gain on Forgiveness of PPP #1 | 13,080 | |||
SBA Grant | 2,000 | 2,000 | ||
Total other income (expense) | 2,000 | 13,080 | 12,438 | |
Net income (loss) | $ (14,376) | $ 9,821 | $ (12,154) | $ (50,015) |
Weighted number of shares – Basic | 1,673,237 | 3,507,737 | 1,673,237 | 1,673,237 |
Weighed number of shares - Diluted | 1,673,237 | 1,673,237 | 1,673,237 | 1,673,237 |
Basic net income (loss) per share | $ (0.01) | $ 0.01 | $ (0.01) | $ 0 |
Fully Diluted net income(loss)per share | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Nov. 30, 2019 | $ 167 | $ 64 | $ 587,805 | $ (519,375) | $ 68,661 | |
Beginning balance, Shares at Nov. 30, 2019 | 1,673,237 | 640,000 | ||||
Net Income/Loss | (53,519) | (53,519) | ||||
Ending balance, value at Feb. 29, 2020 | $ 167 | $ 64 | 587,805 | (572,894) | 15,142 | |
Beginning balance, Shares at Feb. 29, 2020 | 1,673,237 | 640,000 | ||||
Beginning balance, value at Nov. 30, 2019 | $ 167 | $ 64 | 587,805 | (519,375) | 68,661 | |
Beginning balance, Shares at Nov. 30, 2019 | 1,673,237 | 640,000 | ||||
Net Income/Loss | (50,015) | |||||
Ending balance, value at Aug. 31, 2020 | $ 167 | $ 64 | 587,805 | (569,390) | 18,647 | |
Beginning balance, Shares at Aug. 31, 2020 | 1,673,237 | 640 | ||||
Beginning balance, value at Feb. 29, 2020 | $ 167 | $ 64 | 587,805 | (572,894) | 15,142 | |
Beginning balance, Shares at Feb. 29, 2020 | 1,673,237 | 640,000 | ||||
Net Income/Loss | (6,318) | (6,318) | ||||
Ending balance, value at May. 31, 2020 | $ 167 | $ 64 | 587,805 | (579,212) | 8,825 | |
Beginning balance, Shares at May. 31, 2020 | 1,673,237 | 640,000 | ||||
Net Income/Loss | 9,821 | 9,821 | ||||
Ending balance, value at Aug. 31, 2020 | $ 167 | $ 64 | 587,805 | (569,390) | 18,647 | |
Beginning balance, Shares at Aug. 31, 2020 | 1,673,237 | 640 | ||||
Beginning balance, value at Nov. 30, 2020 | $ 167 | (120,000) | 587,869 | (588,992) | (120,956) | |
Beginning balance, Shares at Nov. 30, 2020 | 1,673,237 | |||||
Net Income/Loss | (9,633) | (9,633) | ||||
Ending balance, value at Feb. 28, 2021 | $ 167 | (120,000) | 587,869 | (598,625) | (130,589) | |
Beginning balance, Shares at Feb. 28, 2021 | 1,673,237 | |||||
Beginning balance, value at Nov. 30, 2020 | $ 167 | (120,000) | 587,869 | (588,992) | (120,956) | |
Beginning balance, Shares at Nov. 30, 2020 | 1,673,237 | |||||
Net Income/Loss | (12,154) | |||||
Ending balance, value at Aug. 31, 2021 | $ 167 | (120,000) | 587,869 | (601,146) | (133,110) | |
Beginning balance, Shares at Aug. 31, 2021 | 1,673,237 | |||||
Beginning balance, value at Feb. 28, 2021 | $ 167 | (120,000) | 587,869 | (598,625) | (130,589) | |
Beginning balance, Shares at Feb. 28, 2021 | 1,673,237 | |||||
Net Income/Loss | 11,855 | 11,855 | ||||
Ending balance, value at May. 31, 2021 | $ 167 | (120,000) | 587,869 | (586,770) | (118,734) | |
Beginning balance, Shares at May. 31, 2021 | 1,673,237 | |||||
Net Income/Loss | (14,376) | (14,376) | ||||
Ending balance, value at Aug. 31, 2021 | $ 167 | $ (120,000) | $ 587,869 | $ (601,146) | $ (133,110) | |
Beginning balance, Shares at Aug. 31, 2021 | 1,673,237 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (12,154) | $ (50,015) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on settlement of convertible notes | (10,438) | |
Accrued interest on convertible note | 2,242 | 485 |
Gain on forgiveness of Paycheck Protection SBA Loan 1 | (13,080) | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | (11,497) | (14,500) |
Net cash provided by (used in) operating activities | (34,489) | (74,468) |
Cash flows from investing activities: | ||
Net cash (used in) provided by investing activities | ||
Cash flows from financing activities: | ||
Repayment of convertible notes | (67,500) | |
Proceeds from ‘Paycheck Protection SBA Loan 2 | 13,077 | |
Proceeds from ‘Paycheck Protection SBA Loan 1 | 13,080 | |
Proceeds from issuance of convertible notes payable | 43,500 | |
Net cash (used in) provided by financing activities | 56,577 | (54,420) |
Net increase (decrease) in cash | 22,085 | (128,888) |
Cash at beginning of period | 4,124 | 263,115 |
Cash at end of period | 26,212 | 134,227 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1: ORGANIZATION AND NATURE OF BUSINESS Organization We were incorporated in the State of Nevada January 10, 2017 100% 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). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text, video slices and pictures of home listings) to a video with voice over 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. In addition, we own and operate the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximately 100,000 home listings across all 50 states. LoseTheAgent.com 0 . Products and Services We currently offer the following products and services: Enterprise Video Production The Virtual Tour (VT) ReachFactor LoseTheAgent.com |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Aug. 31, 2021 | |
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 months ended August 31, 2021 are not indicative of the results that may be expected for the year ending November 30, 2021 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, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2021. 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 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 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 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 no 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. Fair Value of Financial Instruments (continued) 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 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Nestbuilder adopted the standard effective December 1, 2018, retrospectively. Revenue from Contracts with Customers 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 marketing and promotions expense in the accompanying financial statements. Advertising expense for the three months ended August 31, 2021 and 2020 were $ 98 180 418 17,143 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 ASU ASU 2018-7, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. 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 carry forwards 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 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, 2021. 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. SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING August 31, 2021 November 30, 2020 Shares on issuance of warrants as share-based compensation 1,330,000 1,192,500 Shares on convertible promissory notes 653,457 - 1,983,457 1,192,500 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 Standards 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 does not have any leasing arrangements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued and not implemented that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2021 | |
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, 2021, the Company had a working capital deficit of $ 133,110 601,146 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. In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. As the COVID-19 pandemic is complex and rapidly changing, the full extent and duration of the impact of COVID-19 on the Company’s operation and financial performance is currently unknown and depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its impact on capital and financial markets. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4: PROPERTY AND EQUIPMENT At August 31, 2021 and November 30, 2020 Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life August 31, 2021 November 30, 2020 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) $ - $ - The Company’s fixed assets are fully depreciated. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Aug. 31, 2021 | |
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: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES August 31, 2021 November 30, 2020 Trade payables and accruals $ 98,503 $ 110,000 Total accounts payable and accrued expenses $ 98,503 $ 110,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6: RELATED PARTY TRANSACTIONS Convertible Promissory Notes During the current fiscal year Mr. Aliksanyan, a board member of the Company, was issued a convertible promissory note in the amount of $ 2,500 5,000 10,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7: STOCKHOLDERS’ DEFICIT The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 250,000,000 0.0001 25,000,000 0.0001 Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. 1,673,237 zero Common stock warrants On August 20, 2019, the Company issued 1,192,500 1 0.20 August 20, 2024 During December 2020 the Company issued 137,500 27,500 In June 2021, the Company issued an additional 80,000 16,000 0.10 December 31, 2022 The grant date fair value was zero. A summary of the Company’s outstanding common stock warrants as of August 31, 2021 is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2020 1,192,500 $ 0.20 $ 0.00 Warrants granted and issued 217,500 $ 0.10 $ 0.00 Warrants exercised - $ - $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, August 31, 2021 1,410,000 $ 0.186 $ 0.00 Common stock issuable upon exercise of warrants 1,410,000 $ 0.186 $ 0.00 The following table summarizes information about common stock warrants outstanding on August 31, 2021: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Weighted Number Exercisable at Weighted August 31, 2021 Remaining Life Exercise Price August 31, 2021 Exercise Price 137,500 1.33 $ 0.10 137,500 $ 0.10 80,000 1.33 0.10 80,000 0.10 1,192,500 2.97 0.20 1,192,500 0.20 1,410,000 1.88 $ 0.186 1,410,000 $ 0.186 The Company estimates the fair value of each award on the date of grant using a Cox Ross Rubinstein binomial option valuation model that uses the following assumptions for warrants earned during the six months ended August 31, 2021. SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 100 % Expected dividends 0 % Expected term (in years) 2 3 Risk-free rate 0.14 0.30 % |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 8: CONTINGENCIES On August 17, 2018, we entered into employment agreements with Alex Aliksanyan, our former Chief Executive Officer and a director, and Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director. Pursuant to the employment agreement with Alex Aliksanyan (the “Aliksanyan Employment Agreement”), Mr. Aliksanyan agreed to serve as our Chief Executive Officer, and we agreed to pay Mr. Aliksanyan an annual base salary of $ 120,000 36,000 1,500 Pursuant to the employment agreement with Thomas M. Grbelja (the “Grbelja Employment Agreement”), Mr. Grbelja agreed to serve as our Chief Financial Officer, devoting a minimum of 50 70,000 24,000 |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 9 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE From December 10, 2020 through January 27, 2021, we entered into a Securities Purchase Agreement, by and among us and the purchasers named thereunder, pursuant to which we issued to each of seven investors a Senior Convertible Promissory Note in the principle amount of up to $ 10,000 50,000 0.10 The Notes bear interest at the rate of 10.0 July 31, 2022 43,500 16,000 2,242 653,457 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 of $ 0.07 4.99 |
PAYCHECK PROTECTION PROGRAM_SBA
PAYCHECK PROTECTION PROGRAM/SBA LOAN | 9 Months Ended |
Aug. 31, 2021 | |
Paycheck Protection Programsba Loan | |
PAYCHECK PROTECTION PROGRAM/SBA LOAN | NOTE 10: PAYCHECK PROTECTION PROGRAM/SBA LOAN On May 6, 2020, the Company obtained a $ 13,080 2,000 15,080 In March 2021, the Company obtained an additional Paycheck Protection Program (2) loan in the amount of $ 13,077 The Company applied for and received forgiveness from the SBA on May 24, 2021, on the first loan Paycheck Protection Program Loan in the amount of $ 13,080 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2021 | |
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 months ended August 31, 2021 are not indicative of the results that may be expected for the year ending November 30, 2021 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, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2021. |
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 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 |
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 |
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 no |
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. Fair Value of Financial Instruments (continued) 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 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Nestbuilder adopted the standard effective December 1, 2018, retrospectively. Revenue from Contracts with Customers 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 marketing and promotions expense in the accompanying financial statements. Advertising expense for the three months ended August 31, 2021 and 2020 were $ 98 180 418 17,143 |
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 ASU ASU 2018-7, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. |
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 carry forwards 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 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, 2021. |
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. SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING August 31, 2021 November 30, 2020 Shares on issuance of warrants as share-based compensation 1,330,000 1,192,500 Shares on convertible promissory notes 653,457 - 1,983,457 1,192,500 |
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 Standards | Recently Issued Accounting Standards 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 does not have any leasing arrangements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued and not implemented that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING August 31, 2021 November 30, 2020 Shares on issuance of warrants as share-based compensation 1,330,000 1,192,500 Shares on convertible promissory notes 653,457 - 1,983,457 1,192,500 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At August 31, 2021 and November 30, 2020 Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life August 31, 2021 November 30, 2020 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, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | The Company’s accounts payable and accrued expenses are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES August 31, 2021 November 30, 2020 Trade payables and accruals $ 98,503 $ 110,000 Total accounts payable and accrued expenses $ 98,503 $ 110,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING | A summary of the Company’s outstanding common stock warrants as of August 31, 2021 is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2020 1,192,500 $ 0.20 $ 0.00 Warrants granted and issued 217,500 $ 0.10 $ 0.00 Warrants exercised - $ - $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, August 31, 2021 1,410,000 $ 0.186 $ 0.00 Common stock issuable upon exercise of warrants 1,410,000 $ 0.186 $ 0.00 |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE | The following table summarizes information about common stock warrants outstanding on August 31, 2021: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Weighted Number Exercisable at Weighted August 31, 2021 Remaining Life Exercise Price August 31, 2021 Exercise Price 137,500 1.33 $ 0.10 137,500 $ 0.10 80,000 1.33 0.10 80,000 0.10 1,192,500 2.97 0.20 1,192,500 0.20 1,410,000 1.88 $ 0.186 1,410,000 $ 0.186 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | The Company estimates the fair value of each award on the date of grant using a Cox Ross Rubinstein binomial option valuation model that uses the following assumptions for warrants earned during the six months ended August 31, 2021. SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 100 % Expected dividends 0 % Expected term (in years) 2 3 Risk-free rate 0.14 0.30 % |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Jul. 31, 2018 | |
Product Information [Line Items] | ||||||
Entity incorporation, state or country code | NV | |||||
Date of incorporation | Jan. 10, 2017 | |||||
Advertising and marketing expense | $ 98 | $ 180 | $ 418 | $ 17,143 | ||
Loss Agent [Member] | ||||||
Product Information [Line Items] | ||||||
Advertising and marketing expense | $ 0 | |||||
Real Biz [Member] | ||||||
Product Information [Line Items] | ||||||
Ownership percentage | 100.00% |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING (Details) - shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Nov. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,983,457 | 1,192,500 |
Shares on Issuance of Warrants as Share Based Compensation [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,330,000 | 1,192,500 |
Shares on Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 653,457 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Impairment of long-lived assets | 0 | $ 0 | |||
Advertising expense | $ 98 | $ 180 | $ 418 | $ 17,143 | |
Income taxes position, description | greater than 50 percent likelihood | ||||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated life | 3 years | ||||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated life | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ 133,110 | |
Accumulated deficit | $ 601,146 | $ 588,992 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2021 | Nov. 30, 2020 | |
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 (in years) | 3 years | |
Property and equipment | $ 82,719 | $ 82,719 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Total accounts payable and accrued expenses | $ 98,503 | $ 110,000 |
Trade Payables and Accruals [Member] | ||
Total accounts payable and accrued expenses | $ 98,503 | $ 110,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Convertible Debt [Member] | Aug. 31, 2021USD ($) |
Alex Aliksanyan [Member] | |
Short-term Debt [Line Items] | |
Convertible debt | $ 2,500 |
Thomas M Grbelja [Member] | |
Short-term Debt [Line Items] | |
Convertible debt | 5,000 |
William Mc Leod [Member] | |
Short-term Debt [Line Items] | |
Convertible debt | $ 10,000 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING (Details) - Warrant [Member] - USD ($) | 9 Months Ended | |
Aug. 31, 2021 | Nov. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, ending balance | 1,410,000 | 1,192,500 |
Weighted Average Exercise Price, Warrants Outstanding, ending balance | $ 0.186 | $ 0.20 |
Intrinsic Value, Warrants Outstanding, ending balance | $ 0 | $ 0 |
Warrants granted and issued | 217,500 | |
Weighted Average Exercise Price, Warrants granted and issued | $ 0.10 | |
Intrinsic Value, Warrants granted and issued | $ 0 | |
Warrants exercised | ||
Weighted Average Exercise Price, Warrants exercised | ||
Intrinsic Value, Warrants exercised | $ 0 | |
Warrants exchanged | ||
Weighted Average Exercise Price, Warrants exchanged | ||
Intrinsic Value, Warrants exchanged | $ 0 | |
Common stock issuable upon exercise of warrants | 1,410,000 | |
Weighted Average Exercise Price, Common stock issuable upon exercise of warrants | $ 0.186 | |
Intrinsic Value, Common stock issuable upon exercise of warrants | $ 0 |
SCHEDULE OF COMMON STOCK WARR_2
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE (Details) - $ / shares | 9 Months Ended | |
Aug. 31, 2021 | Nov. 30, 2020 | |
Warrant One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 137,500 | |
Warrants Outstanding, Weighted Average Remaining Life | 1 year 3 months 29 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | |
Warrants Exercisable, Number | 137,500 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Warrant Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 80,000 | |
Warrants Outstanding, Weighted Average Remaining Life | 1 year 3 months 29 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | |
Warrants Exercisable, Number | 80,000 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Warrant Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 1,192,500 | |
Warrants Outstanding, Weighted Average Remaining Life | 2 years 11 months 19 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.20 | |
Warrants Exercisable, Number | 1,192,500 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.20 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 1,410,000 | 1,192,500 |
Warrants Outstanding, Weighted Average Remaining Life | 1 year 10 months 17 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.186 | |
Warrants Exercisable, Number | 1,410,000 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.186 |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) | 9 Months Ended |
Aug. 31, 2021 | |
Expected volatility | 100.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term (in years) | 2 years |
Risk-free rate | 0.14% |
Maximum [Member] | |
Expected term (in years) | 3 years |
Risk-free rate | 0.30% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | |||||
Aug. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Nov. 30, 2020 | Aug. 20, 2019 | |
Class of Stock [Line Items] | ||||||
Shares capital, authorized | 275,000,000 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,673,237 | 1,673,237 | ||||
Common stock, shares outstanding | 1,673,237 | 1,673,237 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 1,192,500 | |||||
Number of shares called by each warrant | 1 | |||||
Warrants exercise price | $ 0.20 | |||||
Warrants expiration date | Aug. 20, 2024 | |||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 80,000 | 137,500 | ||||
Warrants exercise price | $ 0.10 | |||||
Warrants expiration date | Dec. 31, 2022 | |||||
Convertible debt | $ 16,000 | $ 27,500 | ||||
Series A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock conversion basis description | Each share of Series A Convertible Preferred Stock is 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 | |||||
Common stock, shares outstanding | 1,673,237 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) - Employment Agreement [Member] - USD ($) | Apr. 20, 2020 | Aug. 17, 2018 | Nov. 30, 2017 |
Mr Aliksanyan [Member] | |||
Loss Contingencies [Line Items] | |||
Annual base salary | $ 120,000 | $ 36,000 | |
Lump sum payment | $ 1,500 | ||
Mr Grbelja [Member] | |||
Loss Contingencies [Line Items] | |||
Annual base salary | $ 70,000 | $ 24,000 | |
Mr Grbelja [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage for annual base salary | 50.00% |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | |
Jan. 27, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | |
Senior Convertible Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | $ 43,500 | $ 16,000 | |
Debt instrument interest rate | 10.00% | ||
Debt instrument maturity date | Jul. 31, 2022 | ||
Debt accrued interest | $ 2,242 | ||
Number of shares issued for conversion | 653,457 | ||
Common stock conversion price per shares | $ 0.07 | ||
Beneficially ownership percentage | 4.99% | ||
Securities Purchase Agreement [Member] | Investor One [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Two [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Three [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Four [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Five [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Six [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Investor Seven [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Number of common stock purchase warrant | 50,000 | ||
Warrants exercise price | $ 0.10 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor One [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | $ 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Two [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Three [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Four [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Five [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Six [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | 10,000 | ||
Securities Purchase Agreement [Member] | Senior Convertible Promissory Note [Member] | Investor Seven [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note | $ 10,000 |
PAYCHECK PROTECTION PROGRAM_S_2
PAYCHECK PROTECTION PROGRAM/SBA LOAN (Details Narrative) - USD ($) | May 24, 2021 | Mar. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 06, 2020 |
Short-term Debt [Line Items] | |||||
Loan payable | $ 15,080 | ||||
Proceeds from PPP loan | $ 13,077 | ||||
Proceeds from Paycheck Protection SBA Loan | $ 13,080 | ||||
P P P Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Loan payable | 13,080 | ||||
Proceeds from PPP loan | $ 13,077 | ||||
Proceeds from Paycheck Protection SBA Loan | $ 13,080 | ||||
SBA - Econonic Injury Disaster Loan Program [Member] | |||||
Short-term Debt [Line Items] | |||||
Loan payable | $ 2,000 |