Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2022 | Apr. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 5,643,509 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 |
Current Assets | ||
Cash | $ 84,251 | $ 19,622 |
Total current assets | 84,251 | 19,622 |
Total assets | 84,251 | 19,622 |
Current Liabilities | ||
Accounts payable and accrued expenses | 108,844 | 102,000 |
Paycheck protection SBA loan | 15,077 | |
Convertible promissory notes payable and accrued interest | 2,000 | 50,571 |
Total current liabilities | 110,844 | 167,648 |
Total liabilities | 110,844 | 167,648 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value 25,000,000 shares authorized; zero shares issued and outstanding at February 28, 2022 and November 30, 2021. | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 5,643,509 shares issued, 4,268,509 shares outstanding at February 28, 2022 and 1,673,237 shares issued and outstanding at November 30, 2021 | 427 | 167 |
Treasury stock, at cost (640,000 shares) | (120,000) | (120,000) |
Additional paid-in-capital | 907,970 | 587,869 |
Stock subscription receivable | (36,000) | |
Accumulated deficit | (778,990) | (616,062) |
Total stockholders’ Deficit | (26,593) | (148,026) |
Total liabilities and stockholders’ Deficit | $ 84,251 | $ 19,622 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 28, 2022 | Nov. 30, 2021 |
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 | 5,643,509 | 1,673,237 |
Common stock, shares outstanding | 4,268,509 | 1,673,237 |
Treasury stock shares | 640,000 | 640,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Revenues | ||
Real estate media revenue | $ 11,456 | $ 15,978 |
Cost of revenues | 3,674 | 4,313 |
Gross profit | 7,782 | 11,665 |
Operating expenses | ||
Marketing and promotions expense | 32 | 79 |
General and administrative | 107,282 | 20,842 |
Total operating expenses | 107,314 | 20,921 |
Operating (loss) | (99,532) | (9,256) |
Interest expense | (6,275) | |
Loss on extinguishment of debt | (72,198) | |
Gain on forgiveness of PPP and SBA Loans | 15,077 | |
Total other expense, net | (63,396) | |
Net (loss) | $ (162,928) | $ (9,256) |
Weighted average number of shares outstanding | 1,978,384 | 1,673,237 |
Basic and diluted net (loss) per share | $ (0.082) | $ (0.001) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Stock Subscription Receivable [Member] | Total |
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 operating loss | (9,256) | (9,256) | ||||
Ending balance, value at Feb. 28, 2021 | $ 167 | (120,000) | 587,869 | (598,248) | (130,212) | |
Ending balance, shares at Feb. 28, 2021 | 1,673,237 | |||||
Beginning balance, value at Nov. 30, 2021 | $ 167 | (120,000) | 587,869 | (616,062) | (148,026) | |
Beginning balance, shares at Nov. 30, 2021 | 1,673,237 | |||||
Net operating loss | (162,928) | (162,928) | ||||
Stock-based compensation | 69,334 | 69,334 | ||||
Issuance of common stock for cash | $ 129 | 102,871 | (36,000) | 67,000 | ||
Issuance of common stock for cash, shares | 1,287,500 | |||||
Fair value of common stock issued for debt extinguishment | $ 131 | 141,621 | 141,752 | |||
Fair value of common stock issued for debt extinguishment, shares | 1,307,772 | |||||
Issuance of warrants, vested immediately, with convertible notes | 6,275 | 6,275 | ||||
Ending balance, value at Feb. 28, 2022 | $ 427 | $ (120,000) | $ 907,970 | $ (778,990) | $ (36,000) | $ (26,593) |
Ending balance, shares at Feb. 28, 2022 | 4,268,509 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (162,928) | $ (9,256) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on forgiveness on PPP and SBA loans | (15,077) | |
Loss on extinguishment of debt | 72,198 | |
Amortization of warrants issued with debt | 6,275 | |
Stock based compensation | 69,334 | |
Changes in operating assets and liabilities: | ||
Increase in accrued interest | 1,583 | 517 |
Increase (decrease) in accounts payable and accrued expenses | 6,244 | (11,500) |
Net cash (used in) operating activities | (22,371) | (20,239) |
Cash flows from investing activities: | ||
Net cash (used in) and provided by investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes payable | 20,000 | 27,500 |
Proceeds from issuance of common shares | 67,000 | |
Net cash provided by financing activities | 87,000 | 27,500 |
Net increase (decrease) in cash | 64,629 | 7,261 |
Cash at beginning of period | 19,622 | 4,124 |
Cash at end of period | 84,251 | 11,385 |
Supplemental disclosure of cash flow information: | ||
Income taxes | ||
Cash paid for interest expense | ||
Schedule of Non-Cash Investing and Financing Activities: | ||
Conversion debt settlement | 69,554 | |
Warrants amended with debt settlement | 16,486 | |
Warrants issued with convertible notes | $ 6,275 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [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. 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 referral fees from our LoseTheAgent.com website ). 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. . Products and Services We currently offer the following products and services: Enterprise Video Production The Virtual Tour (VT) LoseTheAgent.com |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The accompanying 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 10K 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 February 28, 2022 are not indicative of the results that may be expected for the year ending November 30, 2022 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021. 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 (“ASC”) 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 February 28, 2022, and November 30, 2021. 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 ASC topic 820, “Fair Value Measurements and Disclosures” (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. 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. We adopted the standard effective December 1, 2018, with no cumulative adjustment needed as of this date. All of our revenue is generated from the United States of America. 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 February 28, 2022 and February 28, 2021 were $ 32 79 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 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. In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. 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 for its most recent tax filing. 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 February 28, 2022. 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 equal to basic because the common stock equivalents are anti-dilutive. The Company’s anti-dilutive common stock equivalents include the following: SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING February 28, 2022 November 30, 2021 Shares on issuance of warrants outstanding 10,553,005 1,428,005 Shares on convertible promissory notes 28,571 722,443 Total 10,581,576 2,150,448 Concentrations, Risks and Uncertainties The Company’s operations and revenue 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. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 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. 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 | 3 Months Ended |
Feb. 28, 2022 | |
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 February 28, 2022, the Company had a working capital deficit of $ 26,593 , an accumulated deficit of $ 778,990 and a net loss of $ 162,928 for the quarter ended February 28, 2022. 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. 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. COVID-19 Update In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. The pandemic has had significant impacts around the globe and in many locations in which we operate. While the impacts have not caused a material adverse financial impact to our business to date, the future impacts remain uncertain. The extent to which the COVID-19 pandemic may impact our business going forward will depend on numerous evolving factors that we cannot reliably predict. The effect, if any, of the COVID-19 pandemic would not be fully reflected in our results of operations and overall financial performance until future periods. As of February 28, 2022, COVID-19 has not had a material impact on our results of operations or financial condition. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4: PROPERTY AND EQUIPMENT At February 28, 2022 and November 30, 2021, the Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life February 28, 2022 November 30, 2021 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) Property and equipment, net $ - $ - The Company’s fixed assets are fully depreciated. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Feb. 28, 2022 | |
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 February 28, 2022 November 30, 2021 Trade payables and accruals $ 108,844 $ 102,000 Total accounts payable and accrued expenses $ 108,844 $ 102,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6: RELATED PARTY TRANSACTIONS Convertible Promissory Notes During the quarter ended February 28, 2022, Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, converted promissory notes for common stock as part of a Note Conversion and Warrant Amendment Agreement (See Note 7 and Note 9). Common Stock Purchase Warrants On February 4, 2022, the Company issued 5,075,000 common stock warrants to its officers and directors. Each warrant is convertible into 1 share of common stock with an exercise price of $ 0.0925 . The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company 33,833 778,167 Restricted Stock Awards On February 4, 2022, the Company issued 825,000 its officers and directors at a price per share of $ 0.0925 vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, 5,500 126,500 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Feb. 28, 2022 | |
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 5,643,509 1,375,000 4,268,509 zero Common Stock On February 4, 2022, the Company issued 1,375,000 0.0925 vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, 9,167 210,833 On February 7, 2022, our existing noteholders exercised their conversion rights and were issued 678,180 shares of common stock at $ 0.07 and 630,029 shares of common stock at $ 0.035 for a total value of $ 69,554 . As an incentive to convert their notes, three noteholders agreed to a modification where they converted a portion of their notes at $ 0.035 per common share. The share price at the time of the conversion was $ 0.177 which resulted in a loss on debt extinguishment of $ 55,712 , which is included in the loss on extinguishment of debt of $ 72,198 on the Statement of Operations as of February 28, 2022. On February 28, 2022, the company issued 1,287,500 0.08 67,000 36,000 36,000 Common Stock Purchase Warrants 2021 Warrants In June 2021, the Company issued an additional 80,000 Securities Purchase Agreement 16,000 0.10 December 31, 2022 In September 2021, the Company issued an additional 18,005 Securities Purchase Agreement 3,601 0.10 December 31, 2022 2022 Warrants In January 2022, the Company issued an additional 100,000 Securities Purchase Agreement 20,000 0.10 December 31, 2022 6,275 On February 4, 2022, the Company issued 9,025,000 common stock warrants to its officers, contracted consultants and professionals. Each warrant is convertible into 1 share of common stock with an exercise price of $ 0.0925 . The warrants expire on February 4, 2027 . Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company. 60,167 of stock-based compensation expense included in general and administrative expenses as of February 28, 2022 and $ 1,383,833 of unvested stock based compensation which will be recognized through February 28, 2024 . On February 7, 2022, the Company and the purchasers under the Securities Purchase Agreement executed Note Conversion and Warrant Amendment Agreements pursuant to which they amended the common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated December 10, 2020, to reduce the exercise price per share from $ 0.10 per share to $ 0.02 per share for 335,505 warrants. As a result of the warrant modification in conjunction with the note conversion, $ 16,486 was recorded as a loss on extinguishment of debt for the quarter ended February 28, 2022 , which is included in the loss on extinguishment of debt of $ 72,198 on the Statement of Operations. A summary of the Company’s outstanding common stock warrants as of February 28, 2022 is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2021 1,428,005 $ 0.176 $ 0.00 Warrants granted and issued 9,125,000 $ 0.092 $ 0.00 Warrants exercised - $ - $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, February 28, 2022 10,553,005 $ 0.103 $ 0.00 Common stock issuable upon exercise of warrants 10,553,005 $ 0.103 $ 0.00 The following table summarizes information about common stock warrants outstanding at February 28, 2022: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Average Weighted Average Number Exercisable at Weighted Average February 28, 2022 Remaining Life Exercise Price February 28, 2022 Exercise Price 335,505 $ 0.02 335,505 $ 0.02 1,192,500 0.20 1,192,500 0.20 9,025,000 0.09 - - 10,553,005 4.53 $ 0.10 1,528,505 $ 0.17 The Company estimates the fair value of each award on the date of grant using a Black Scholes valuation model that uses the following assumptions for warrants earned during the year ended February 28, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 950 % Expected dividends 0 % Expected term (in years) 1 5 Risk-free rate 1.30 2.18 % |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Feb. 28, 2022 | |
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 The initial term of the is 12 months and may be extended by mutual agreement between us and Mr. Mr. 36,000 Mr. 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 The initial term of the is 12 months and may be extended by mutual agreement between us and 24,000 On February 4, 2022, we entered into a Settlement Agreement with each of Alex Aliksanyan, our Chief Executive Officer and Director, William McLeod, our Secretary and Director, and Thomas Grbelja, our Chief Financial Officer and Director, pursuant to which, among other things, each of the foregoing individuals terminated all effective employment agreements, and released us of any and all claims he may have had against us, including for owed but unpaid compensation, and we agreed to issue to each such individual a new compensation package consisting of restricted common stock and warrants to purchase common stock. Previously held Common Stock Purchase Warrants and Senior Convertible Promissory Notes remain in effect. See Note 7 and 9. |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 3 Months Ended |
Feb. 28, 2022 | |
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 47,160 16,000 3,601 20,000 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 9.99% On February 7, 2022, the existing noteholders exercised their conversion rights and were issued 679,534 0.07 47,567 0.035 628,238 21,988 Two convertible notes have a remaining outstanding balance of $ 2,000 |
PAYCHECK PROTECTION PROGRAM_SBA
PAYCHECK PROTECTION PROGRAM/SBA LOAN | 3 Months Ended |
Feb. 28, 2022 | |
Paycheck Protection Programsba Loan | |
PAYCHECK PROTECTION PROGRAM/SBA LOAN | NOTE 10: PAYCHECK PROTECTION PROGRAM/SBA LOAN In March 2021, the Company obtained an additional Paycheck Protection Program (2) loan and the SBA Economic Development Incentive Loan in the amount of $ 15,077 The Company applied for and received forgiveness from the SBA in December 2021 in the amount of $ 15,077 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11: SUBSEQUENT EVENTS During March 2022, the Company received $ 36,000 450,000 0.08 36,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The accompanying 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 10K 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 February 28, 2022 are not indicative of the results that may be expected for the year ending November 30, 2022 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021. |
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 (“ASC”) 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 February 28, 2022, and November 30, 2021. |
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 ASC topic 820, “Fair Value Measurements and Disclosures” (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. 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. We adopted the standard effective December 1, 2018, with no cumulative adjustment needed as of this date. All of our revenue is generated from the United States of America. 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 February 28, 2022 and February 28, 2021 were $ 32 79 |
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 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. In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. |
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 for its most recent tax filing. 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 February 28, 2022. |
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 equal to basic because the common stock equivalents are anti-dilutive. The Company’s anti-dilutive common stock equivalents include the following: SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING February 28, 2022 November 30, 2021 Shares on issuance of warrants outstanding 10,553,005 1,428,005 Shares on convertible promissory notes 28,571 722,443 Total 10,581,576 2,150,448 |
Concentrations, Risks and Uncertainties | Concentrations, Risks and Uncertainties The Company’s operations and revenue 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. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 |
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. 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) | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING February 28, 2022 November 30, 2021 Shares on issuance of warrants outstanding 10,553,005 1,428,005 Shares on convertible promissory notes 28,571 722,443 Total 10,581,576 2,150,448 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At February 28, 2022 and November 30, 2021, the Company’s property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life February 28, 2022 November 30, 2021 Office equipment 3 $ 82,719 $ 82,719 Less: accumulated depreciation (82,719 ) (82,719 ) Property and equipment, net $ - $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
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 February 28, 2022 November 30, 2021 Trade payables and accruals $ 108,844 $ 102,000 Total accounts payable and accrued expenses $ 108,844 $ 102,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING | A summary of the Company’s outstanding common stock warrants as of February 28, 2022 is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2021 1,428,005 $ 0.176 $ 0.00 Warrants granted and issued 9,125,000 $ 0.092 $ 0.00 Warrants exercised - $ - $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, February 28, 2022 10,553,005 $ 0.103 $ 0.00 Common stock issuable upon exercise of warrants 10,553,005 $ 0.103 $ 0.00 |
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE | The following table summarizes information about common stock warrants outstanding at February 28, 2022: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Average Weighted Average Number Exercisable at Weighted Average February 28, 2022 Remaining Life Exercise Price February 28, 2022 Exercise Price 335,505 $ 0.02 335,505 $ 0.02 1,192,500 0.20 1,192,500 0.20 9,025,000 0.09 - - 10,553,005 4.53 $ 0.10 1,528,505 $ 0.17 |
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 Black Scholes valuation model that uses the following assumptions for warrants earned during the year ended February 28, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 950 % Expected dividends 0 % Expected term (in years) 1 5 Risk-free rate 1.30 2.18 % |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 3 Months Ended | |
Feb. 28, 2022 | Jul. 31, 2018 | |
Entity Incorporation, State or Country Code | NV | |
Entity Incorporation, Date of Incorporation | Jan. 10, 2017 | |
Real Biz [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES OUTSTANDING (Details) - shares | 3 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Nov. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,581,576 | 2,150,448 |
Shares on Issuance of Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,553,005 | 1,428,005 |
Shares On Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 28,571 | 722,443 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Advertising expense | 32 | $ 79 | |
FDIC insurance limit | $ 250,000 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital deficit | $ 26,593 | ||
Accumulated deficit | 778,990 | $ 616,062 | |
Net income loss | $ 162,928 | $ 9,256 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Feb. 28, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 82,719 | $ 82,719 |
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 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 |
Payables and Accruals [Abstract] | ||
Trade payables and accruals | $ 108,844 | $ 102,000 |
Total accounts payable and accrued expenses | $ 108,844 | $ 102,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 28, 2022 | Feb. 04, 2022 | Feb. 28, 2022 | Feb. 07, 2022 |
Share based compensation | $ 69,334 | |||
Share price | $ 0.035 | |||
Unvested [Member] | ||||
Share based compensation | $ 126,500 | |||
General and Administrative Expense [Member] | Restricted Stock [Member] | ||||
Share based compensation | 5,500 | |||
Warrant [Member] | ||||
Share price | $ 0.0925 | |||
Warrant [Member] | Unvested [Member] | ||||
Share based compensation | 778,167 | |||
Warrant [Member] | General and Administrative Expense [Member] | ||||
Share based compensation | $ 33,833 | |||
Officer and Director [Member] | ||||
Number of common stock warrants issued | 5,075,000 | |||
Share price | $ 0.0925 | |||
Number of restricted stock issued | 825,000 | |||
Officer and Director [Member] | Restricted Stock [Member] | ||||
Share price | $ 0.0925 | |||
Officer and Director [Member] | Warrant [Member] | ||||
Conversion of stock shares converted | 1 | |||
Related party transaction description of transaction | The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING (Details) - Warrant [Member] | 3 Months Ended |
Feb. 28, 2022USD ($)$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, beginning balance | shares | 1,428,005 |
Weighted Average Exercise Price, Warrants Outstanding, beginning balance | $ / shares | $ 0.176 |
Intrinsic Value, Warrants Outstanding, beginning balance | $ | $ 0 |
Warrants granted and issued | shares | 9,125,000 |
Weighted Average Exercise Price, Warrants granted and issued | $ / shares | $ 0.092 |
Intrinsic Value, Warrants granted and issued | $ | $ 0 |
Warrants exercised | shares | |
Weighted Average Exercise Price, Warrants exercised | $ / shares | |
Intrinsic Value, Warrants exercised | $ | $ 0 |
Warrants exchanged | shares | |
Weighted Average Exercise Price, Warrants exchanged | $ / shares | |
Intrinsic Value, Warrants exchanged | $ | $ 0 |
Warrants Outstanding, ending balance | shares | 10,553,005 |
Weighted Average Exercise Price, Warrants Outstanding, ending balance | $ / shares | $ 0.103 |
Intrinsic Value, Warrants Outstanding, ending balance | $ | $ 0 |
Common stock issuable upon exercise of warrants | shares | 10,553,005 |
Weighted Average Exercise Price, Common stock issuable upon exercise of warrants | $ / shares | $ 0.103 |
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 | 3 Months Ended | |
Feb. 28, 2022 | Nov. 30, 2021 | |
Warrant One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 335,505 | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.02 | |
Warrants Exercisable, Number | 335,505 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.02 | |
Warrant Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 1,192,500 | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.20 | |
Warrants Exercisable, Number | 1,192,500 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.20 | |
Warrant Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 9,025,000 | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | |
Warrants Exercisable, Number | ||
Warrants Exercisable, Weighted Average Exercise Price | ||
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Number | 10,553,005 | 1,428,005 |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | |
Warrants Exercisable, Number | 1,528,505 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.17 | |
Warrants Outstanding, Weighted Average Remaining Life | 4 years 6 months 10 days |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) | 3 Months Ended |
Feb. 28, 2022 | |
Expected volatility | 950.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term (in years) | 1 year |
Risk-free rate | 1.30% |
Maximum [Member] | |
Expected term (in years) | 5 years |
Risk-free rate | 2.18% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 07, 2022 | Feb. 04, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | Jan. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 10, 2020 | Dec. 09, 2020 |
Class of Stock [Line Items] | |||||||||||||
Shares capital, authorized | 275,000,000 | 275,000,000 | 275,000,000 | ||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares issued | 5,643,509 | 5,643,509 | 5,643,509 | 1,673,237 | |||||||||
Common stock, shares outstanding | 4,268,509 | 4,268,509 | 4,268,509 | 1,673,237 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||
Share based compensation | $ 69,334 | ||||||||||||
Issuance of common stock for cash, shares | 628,238 | ||||||||||||
Issuance of common stock for cash | $ 21,988 | 67,000 | |||||||||||
Loss on extinguishment debt | $ 72,198 | ||||||||||||
Warrants expiration date | Feb. 28, 2024 | Feb. 28, 2024 | Feb. 28, 2024 | ||||||||||
Interest expense | $ 6,275 | ||||||||||||
Share-based Payment Arrangement, Expense | 60,167 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 1,383,833 | $ 1,383,833 | 1,383,833 | ||||||||||
[custom:WarrantsAmendedWithDebtSettlement] | $ 16,486 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock for cash, shares | 450,000 | ||||||||||||
Unvested [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation | $ 126,500 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Restricted stock | 1,375,000 | ||||||||||||
Share price per share | $ 0.08 | $ 0.08 | $ 0.035 | $ 0.08 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 678,180 | ||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.07 | ||||||||||||
Issuance of common stock for cash, shares | 1,287,500 | 630,029 | 1,287,500 | ||||||||||
Issuance of common stock for cash | $ 67,000 | $ 69,554 | $ 129 | ||||||||||
Common Stock [Member] | Three Noteholders [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price per share | $ 0.177 | ||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.035 | ||||||||||||
Loss on extinguishment debt | $ 72,198 | $ 55,712 | |||||||||||
Common Stock [Member] | Unvested [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation | 210,833 | ||||||||||||
Common Stock [Member] | General and Administrative Expense [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation | $ 9,167 | ||||||||||||
Common Stock [Member] | Officer Contracted Consultatnts and Professionals [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price per share | $ 0.0925 | ||||||||||||
Stock Subscription Receivable [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock for cash | $ 36,000 | $ (36,000) | |||||||||||
Stock Subscription Receivable [Member] | Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock for cash | $ 36,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued | 9,025,000 | ||||||||||||
Warrants exercise price | $ 0.0925 | ||||||||||||
Warrants expiration date | Feb. 4, 2027 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued | 100,000 | 18,005 | 80,000 | ||||||||||
Convertible debt | $ 20,000 | $ 3,601 | $ 16,000 | ||||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.02 | $ 0.10 | ||||||||
Warrants expiration date | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||
Class of Warrant or Right, Outstanding | 335,505 | ||||||||||||
Warrant [Member] | Unvested [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation | 778,167 | ||||||||||||
Warrant [Member] | General and Administrative Expense [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation | $ 33,833 | ||||||||||||
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 | 5,643,509 | 5,643,509 | 5,643,509 | ||||||||||
Restricted stock | 1,375,000 | ||||||||||||
Common stock, shares outstanding | 4,268,509 | 4,268,509 | 4,268,509 | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 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 ($) | Feb. 07, 2022 | Jan. 27, 2021 | Feb. 28, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 20, 2021 |
Short-term Debt [Line Items] | |||||||
Share price | $ 0.035 | ||||||
Stock isued during period shares new issues | 628,238 | ||||||
Stock issued during period value new issues | $ 21,988 | $ 67,000 | |||||
Convertible notes payable current | $ 2,000 | $ 50,571 | |||||
Noteholder [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Share price | $ 0.07 | ||||||
Stock isued during period shares new issues | 679,534 | ||||||
Stock issued during period value new issues | $ 47,567 | ||||||
Senior Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Promissory note | $ 47,160 | $ 20,000 | $ 3,601 | $ 16,000 | |||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument maturity date | Jul. 31, 2022 | ||||||
Share price | $ 0.07 | ||||||
Beneficially ownership percentage | 9.99% | ||||||
Securities Purchase Agreement [Member] | Seven Investor [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] | Seven Investor [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 ($) | 1 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2021 | |
PPP Loan [Member] | ||
Short-term Debt [Line Items] | ||
Proceeds from PPP loan | $ 15,077 | $ 15,077 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 07, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 67,000 | ||||
Stock issued during period shares new issues | 628,238 | ||||
Share price | $ 0.035 | ||||
Stock subscription receivable | $ 36,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 36,000 | ||||
Stock issued during period shares new issues | 450,000 | ||||
Share price | $ 0.08 |