Capital Stock

12 Months Ended

Nov. 30, 2016

Equity [Abstract]

Capital Stock

3. Capital Stock

a) Authorized

As of November 30, 2016, authorized capital stock consists of:

975,000,000 common shares with a par value of $0.001 per share; and

400,000 preferred shares with a par value of $0.001 per share

As of November 30, 2015, authorized capital stock consists of:

975,000,000 common shares with a par value of $0.001 per share; and

300,000 preferred shares with a par value of $0.001 per share

b) Share Issuances

For the year ended November 30, 2016:

During the month of December 2015, 3,000 Series A shares were returned to the company from the holder.

Between February 1st 2016 and July 31st 2016, the company issued 57,525,192 common shares in connection with the conversion of $26,394 of convertible debentures and accrued interest. The conversions had an average price of $0.0003 per share and resulted in no gain or loss.

During the month of February 2016, the Company issued 1,200,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of 240 preferred B shares. This conversion was within the terms of preferred stock conversion feature and resulted in no gain or loss on the exchange.

During the month of March 2016, the Company issued 5,800,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of 1,160 preferred B shares. This conversion was within the terms of preferred stock conversion feature and resulted in no gain or loss on the exchange.

During the month of March 2016, the Company issued 5,000,000 shares as payment for consulting services valued at $14,370.

During the month of March 2016, the Company sold and issued 15,000 preferred B shares for $112,500.

On November 1, 2016, the Company issued 100,000 shares of Series C Preferred Stock to the Company’s CEO in exchange for services rendered to the Company.

During the month of November 2016, the Company sold and issued 55,555 Series A shares for $25,000.

During the month of November 2016, the Company sold and issued 10,000,000 common stock shares for $5,000.00.

During the month of November 2016, William Sanchez converted 2,400 Preferred B shares into 12,000,000 common shares. This conversion was within the terms of preferred stock conversion feature and resulted in no gain or loss on the exchange.

For the year ended November 30, 2015:

During December 2014, the Company converted a total of $17,520 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 12,130,729 shares of restricted common stock resulting in gain or loss.

Between February and April 2015, the Company issued 12,230,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of 2,446 shares of Preferred B Shares resulting in no gain or loss.

Between May 2015 and November 1, 2015, the Company issued 49,450,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of 9,890 preferred B shares resulting in no gain or loss.

On September 4, 2015, the Company issued 100,000 shares of Series C Preferred Stock to the Company’s CEO and 3,007,146 common shares in exchange for services rendered to the Company.

c) Preferred Stock

For the year ended November 30, 2016:

The Company has 400,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows:

Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) – 100,000 shares authorized, 3,000 shares issued and outstanding;

Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) – 100,000 shares authorized, 71,344 shares issued and outstanding; and

Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) – 200,000 shares authorized, issued and outstanding;

Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. Series C Preferred Stock is convertible into 100,000 votable shares, but not convertible to common shares otherwise. Conversion is at the discretion of the preferred shareholder, and no additional consideration is paid.

The Company Preferred Stock has no dividend rights but does have liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock.

For the year ended November 30, 2015:

The Company has 400,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows:

Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) – 100,000 shares authorized, 3,000 shares issued and outstanding;

Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) – 100,000 shares authorized, 71,344 shares issued and outstanding; and

Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) – 100,000 shares authorized, issued and outstanding.

Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. Series C Preferred Stock is convertible into 10,000 votable shares, but not convertible to common shares otherwise. Conversion is at the discretion of the preferred shareholder, and no additional consideration is paid.

The Company Preferred Stock has no dividend rights but liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock.

Issuance of Preferred Stock

During the month of December 2015, 3,000 Series A shares were cancelled and returned to the company. No consideration was paid for the return of these shares. There were no further issuances or redemptions of Preferred Stock Series A during the fiscal year ending November 30, 2016.

There were no issuances or redemptions of Preferred Stock Series A during the fiscal year ending November 30, 2015.

During the month of March 2016 15,000 Preferred Stock Series B shares were sold to 5 accredited investors. There were 3,800 Preferred Stock Series B shares redeemed into 19,000,000 common stock shares. There were no further issuances or redemptions of Preferred Stock Series B during the fiscal year ending November 30, 2016.

There were no new issuances of Preferred Stock Series B during the fiscal year ending November 30, 2015. There were 12,136 Preferred Stock Series B shares redeemed into 60,680,000 common stock shares. There were no further redemptions of Preferred Stock Series B during the fiscal year ending November 30, 2015.

100,000 shares of Preferred Stock Series C were issued during November 2016. These shares are included in the financial statements as Stock Based Compensation and are valued at $394,618. There were no further issuances of Preferred Stock Series C during the fiscal year ending November 30, 2016.

100,000 shares of Preferred Stock Series C were newly issued during September 2015. 100,000 Preferred Stock Series C shares represent the entire authorized of this class of non-converting class of preferred shares for year ended November 30, 2015.

d) Warrants and Options

For the year ended November 30, 2016, and 2015 there are no outstanding stock options and warrants.