10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2020

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number: 000-55875

 

Nestbuilder.com Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of

incorporation or organization) 

 

82-3254264

(I.R.S. Employer

Identification No.) 

 

201 W. Passaic Street, Suite 301

Rochelle Park, NJ

(Address of principal executive offices)

 

 

07662

(Zip Code)

 

(201) 845-7001

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   [  ]   Accelerated filer [  ]
Non-accelerated filer   [  ]   Smaller reporting company [X]
        Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

 

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [  ] Yes [  ] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 5, 2020, there were 1,673,237 shares of common stock, $0.0001 par value, issued and outstanding.

 

 

 

 
 

 

Nestbuilder.com Corp.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION F-1
     
ITEM 1 Financial Statements F-1
     
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 3
     
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 8
     
ITEM 4 Controls and Procedures 9
     
PART II – OTHER INFORMATION 10
     
ITEM 1 Legal Proceedings 10
     
ITEM 1A Risk Factors 10
     
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 10
     
ITEM 3 Defaults Upon Senior Securities 10
     
ITEM 4 Mine Safety Disclosures 10
     
ITEM 5 Other Information 10
     
ITEM 6 Exhibits 11

 

2
 

 

PART I – FINANCIAL INFORMATION

 

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

 

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

 

ITEM 1Financial Statements

 

NESTBUILDER.COM CORP.

Balance Sheets

 

   (Unaudited)     
   August 31,   November 30, 
   2020   2019 
         
Assets          
Current Assets          
Cash  $134,227   $263,115 
Total current assets   134,227    263,115 
           
Total assets  $134,227   $263,115 
           
Liabilities and Stockholders’ Equity          
Current Liabilities          
Loan payable          
Accounts payable and accrued expenses  $102,500   $117,000 
Paycheck protection SBA loan   13,080    - 
Convertible promissory notes payable   -    77,454 
Total current liabilities   115,580    194,454 
           
Total liabilities  $115,580   $194,454 
           
Commitments and Contingencies (Note 8)          
           
Stockholders’ Equity          
Convertible Series A Preferred stock, $0.0001 par value 25,000,000 shares authorized; 640,000 shares issued and outstanding at August 31, 2020 and November 30, 2019, respectively.   64    64 
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,673,237 shares issued and outstanding at August 31, 2020 and November 30, 2019, respectively.   167    167 
           
Additional paid-in-capital   587,805    587,805 
Accumulated (deficit)   (569,390)   (519,375)
Total stockholders’ equity   18,647    68,661 
           
Total liabilities and stockholders’ equity  $134,227   $263,115 

 

The accompanying condensed notes are an integral part of these unaudited financial statements

 

 F-1 

 

 

NESTBUILDER.COM CORP.

Statements of Operations

(Unaudited)

 

   For the three months ended   For the nine months ended 
   August 31,   August 31, 
   2020   2019   2020   2019 
                 
Revenues                    
Real estate media revenue  $21,452   $31,191   $60,047   $114,119 
                     
Cost of revenues   3,706    23,924    32,319    78,181 
                     
Gross profit   17,746    7,268    27,728    35,938 
                     
Operating expenses                    
Salaries and benefits   3,329    192,911    42,266    229,412 
Selling and promotions expense   180    34,178    17,143    89,810 
General and administrative   6,416    12,526    30,772    48,228 
Total operating expenses   9,925    239,615    90,181    367,450 
                     
Operating income (loss)   7,821    (232,347)   (62,453)   (331,512)
                     
Other income (expense)                    
Gain on legal settlements   -    -    10,438    - 
SBA Grant   2,000    -    2,000    - 
Total other income (expense)   2,000    -    12,438    - 
                     
Net income (loss)  $9,821   $(232,347)  $(50,015)  $(331,512)
                     
Weighted average number of shares outstanding- basic   1,673,237    1,673,237    1,673,237    1,537,494 
Weighted average number of shares outstanding - diluted   3,505,737    1,673,237    1,673,237    1,537,494 
                     
                     
Basic net income (loss) per share  $0.00   $(0.14)  $(0.03)  $(0.22)
Diluted net income (loss) per share  $0.00   $(0.14)  $(0.03)   (0.22)
                     

 

The accompanying condensed notes are an integral part of these unaudited financial statements.

 

 F-2 

 

 

NESTBUILDER.COM CORP.

Statement of Changes in Stockholders’ Equity (Deficit)

 

For the three and nine months ended August 31, 2020 and 2019

 

                
         Additional     Total
   Common Stock  Preferred Stock  Paid-In  Accumulated  Stockholders’
   Shares  Par Value  Shares  Par Value  Capital  Deficit  Equity
Balance, November 30, 2018   1,433,180   $143    -   $-   $181,304   $(125,815)  $55,632 
                                    
Net loss                            (47,659)   (47,659)
                                    
Issuance of common shares   10,000    1              4,999         5,000 
                                    
Balance February 28, 2019   1,443,180    144    -    -    186,303    (173,474)   12,973 
                                    
 Net loss                            (51,505)   (51,505)
                                    
Issuance of common shares   28,900    3              65,022         65,025 
                                    
Issuance of common shares settlement agreement   201,157    20              (20)        - 
                                    
Issuance of Series A convertible preferred shares             280,000    28    69,972         70,000 
                                    
Balance, May 31, 2019   1,673,237   $167   $280,000   $28   $321,277   $(224,979)  $96,493 
                                    
Net loss                            (232,347)   (232,347)
                                    
Share-based compensation                       176,565         176,565 
                                    
Issuance of Series A convertible preferred shares             360,000    36    89,964         90,000 
                                    
Balance, August 31, 2019   1,673,237   $167   $640,000   $64   $587,806   $(457,326)  $130,711 

 

   Common Stock  Preferred Stock  Additional  Accumulated  Total
   Shares  Par
Value
  Shares  Par
Value
  Paid-In
Capital
  Deficit  Stockholders’
Equity
                      
Balance, November 30, 2019   1,673,237   $167    640,000   $64   $587,805   $(519,375)  $68,661 
                                    
Net loss                            (53,519)   (53,519)
Balance, February 29, 2020   1,673,237   $167    640,000    64    587,805    (572,894)   15,143 
                                    
Net Loss                            (6,318)   (6,318)
                                    
Balance, May 31, 2020   1,673,237   $167    640,000   $64   $587,805   $(579,211)  $8,825 
                                    
Net Income                            9,821    9,821 
                                    
Balance, August 31, 2020   1,673,237   $167    640,000   $64   $587,805   $(569,390)  $18,647 

 

The accompanying condensed notes are an integral part of these unaudited financial statements.

 

 F-3 

 

 

NESTBUILDER.COM CORP.

Statements of Cash Flows

(Unaudited)

 

   For the nine months ended 
   August 31, 
   2020   2019 
Cash flows from operating activities:          
Net income (loss)  $(50,015)  $(331,512)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Gain on settlement of convertible notes   (10,438)   - 
Stock-based compensation   -    176,565 
           
Changes in operating assets and liabilities:          
           
(Increase) decrease in accounts receivable   -    (3,800)
Increase (decrease) in accrued interest on notes payable   485    1,425 
Increase (decrease) in accounts payable and accrued expenses   (14,500)   (8,043)
Net cash provided by (used in) operating activities   (74,468)   (165,365)
           
Cash flows from investing activities:          
Net cash used in investing activities   -    - 
           
Cash flows from financing activities:          
           
Repayment of convertible notes   (67,500)   - 
Proceeds from PPP loan   13,080    - 
Proceeds from issuance of common stock   -    70,025 
Proceeds from issuance of preferred stock   -    160,000 
Net cash provided by (used in) financing activities   (54,420)   230,025 
           
Net increase (decrease) in cash   (128,888)   64,660 
           
Cash at beginning of period   263,115    240,925 
           
Cash at end of period  $134,227   $305,585 
           
Supplemental disclosure of cash flow information:          
Cash paid for:          
Interest  $485   $1,425 
Income taxes  $-   $- 

 

The accompanying condensed notes are an integral part of these unaudited financial statements.

 

 F-4 

 

 

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

August 31, 2020

Unaudited

 

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 website hosting (ReachFactor)) and product sales (Microvideo app). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. 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 120,000 home listings across all 50 states. We intend to monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer information with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms. In addition, due to the current economic conditions caused by the novel coronavirus pandemic, we are actively seeking potential buyers for the LoseTheAgent.com web site.

 

Products and Services

 

We currently offer the following products and services:

 

Enterprise Video Production: We service some of the largest and well-known franchisor accounts in the North America Real Estate Market in compiling listings into a Video format and distributing to those franchisor’s websites, brokers and agents and lead generation platforms 24/7.

 

The Virtual Tour (VT) and Microvideo App (MVA): These programs were developed and implemented to allow agents to access specific video-based product strategies that are designed specifically to increase the SEO rank and traffic credit to real estate franchise systems and/or their brokers. The MVA is a proprietary video widget marketing application designed to deliver video and integrate SEO strategies, traffic generation, e-mail, lead generation with mobile-friendly viewing. This solution gives those franchises and brokers a much-needed tool to lower their cost of prospect acquisition.

 

ReachFactor: Our social media and marketing platform under the “ReachFactor” brand name offers a variety of solutions to agents and brokers such as web design and web hosting.

 

We launched a new real estate platform in the direct to consumer space in October 2018. The new product is designed to enable buyers and sellers of residential real estate to market and sell properties to each other without an agent. This platform is the result of two years of engineering and development work by our engineering team. All work was performed by in house staff and all licenses are owned by us. The new product represents our first foray into the business to consumer space that will attract the great majority of US homeowners.

 

LoseTheAgent.com: 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 120,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer information with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms. In addition, due to the current economic conditions caused by the novel coronavirus pandemic, we are actively seeking potential buyers for the LoseTheAgent.com web site.

 

 F-5 

 

 

 

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

August 31, 2020

unaudited

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended August 31, 2020 are not indicative of the results that may be expected for the year ending November 30, 2020 or for any other future period. These unaudited financial statements and the unaudited notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10 for the year ended November 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2020.

 

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 cash equivalents as of August 31, 2020 and November 30, 2019.

 

Accounts Receivable

 

The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events, and other factors. As the financial condition of these parties’ change, and circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined the allowance for doubtful accounts is not required.

 

Property and Equipment

 

All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company’s Property and Equipment are fully depreciated.

 

Impairment of Long-Lived Assets

 

In accordance with Accounting Standards Codification 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 2020 and November 30, 2019.

 

 F-6 

 

 

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

August 31, 2020

unaudited

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Website Development Costs

 

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.

 

Fair Value of Financial Instruments

 

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s abbreviated financial statements.

 

ASC 820 also describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

Revenue Recognition

 

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.

 

 F-7 

 

 

Revenue is recognized when all of the following criteria are met:

 

Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.

 

Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.

 

Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable.

 

Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgment. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations.

 

Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.

 

Cost of Revenues

 

Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks.

 

Advertising Expense

 

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the three months ended August 31, 2020 and 2019 were $180 and $34,178, respectively. Advertising expense for the nine months ended August 31, 2020 and 2019 were $17,143 and $89,810, respectively.

 

Share-Based Compensation

 

The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” . 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 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 non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions.

 

 F-8 

 

 

 

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

August 31, 2020

unaudited

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

 

SC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The company has applied for an extension of time to file with the Internal Revenue Service.

 

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of August 31, 2020.

 

Earnings Per Share

 

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

 

Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because the common stock equivalents are anti-dilutive. The company’s common stock equivalents include the following:

 

   August 31, 2020   November 30, 2019 
Series A Preferred Stock issued and outstanding   640,000    640,000 
Shares on issuance of warrants as share-based compensation   1,192,500    1,192,500 
Shares on convertible promissory notes   -0-    645,450 
    1,832,500    2,477,950 

 

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.

 

 F-9 

 

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. 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.

 

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, 2020, the Company had working capital of $18,647 and an accumulated deficit of $569,390. The Company had a net loss from operations of $50,015 the nine months ended August 31, 2020 and net cash used in operating activities of $74,468. 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.

 

Note 4: Property and Equipment

 

At August 31, 2020 and November 30, 2019 Company’s property and equipment are as follows:

 

   Estimated Life
(in years)
   August 31,
2020
   November 30,
2019
 
             
Office equipment   3   $82,719   $82,719 
Less: accumulated depreciation                  (82,719)   (82,719)
        $-   $- 

 

The Company has recorded -$0- depreciation expense for the three- and nine months period ended August 31, 2020 and 2019.

 

 F-10 

 

 

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

The Company’s accounts payable and accrued expenses are as follows:

 

   August 31,   November 30, 
   2020   2019 
Trade payables and accruals  $102,500   $117,000 
Total accounts payable and accrued expenses  $102,500   $117,000 

 

NOTE 6: RELATED PARTY TRANSACTIONS

 

Convertible Promissory Notes

 

On August 17, 2018, William McLeod, our Chief Executive Officer, President and a Director, Thomas M. Grbelja, our Treasurer, Secretary and a Director, and Alex Aliksanyan, a Director and our former Chief Executive Officer, were each issued a convertible promissory note, dated August 17, 2018, in the principal amount of $12,500 each, bearing interest at the rate of 2.5% per annum and convertible into our common stock at a conversion price of $0.12 per share.

 

On April 17, 2020, William McLeod, our Chief Executive Officer, President and a Director, Thomas M. Grbelja, our Treasurer, Secretary and a Director, and Alex Aliksanyan, a Director and our former Chief Executive Officer, executed a Satisfaction and General Release of Promissory Note, pursuant to which they accepted a discounted payoff of their convertible promissory notes in the amount of $11,250 each, in exchange for deeming their convertible promissory notes fully-paid, satisfied, and cancelled, and providing a release to us from any liability thereunder and recording a gain of $10,438. ( See note 9)

 

Series A Convertible Preferred Stock

 

During the quarter ended August 31, 2019, William McLeod, our Chief Executive Officer, President and a Director, purchased 280,000 shares of Series A Convertible Preferred Stock in exchange for $70,000.

 

 F-11 

 

 

NOTE 7: STOCKHOLDERS’ EQUITY

 

The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. On May 31, 2019, we filed a certificate of designation with the Secretary of State of the State of Nevada to create a new class of preferred stock designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock are entitled to receive dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of Series A Convertible Preferred Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or distribution of any Available Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. As of October 5, 2020, there were 1,673,237 shares of common stock issued and outstanding and 640,000 shares of Series A Convertible Preferred Stock issued and outstanding.

 

Common stock warrants

 

On August 20, 2019, the Company issued 1,192,000 common stock warrants to its officers, contracted employees and professionals that vested immediately. The three contracted employees will be granted additional warrants on a quarterly basis. Each warrant is convertible into 1 share of common stock and vests immediately upon issuance with an exercise price of $0.20. The Company has recorded stock-based compensation expense of $176,564 for the year ending November 30, 2019 and is included part of salaries and benefits. The Company has not issued any additional warrants during the nine months ended August 31, 2020. The warrants expire on August 20, 2024. A summary of the Company’s outstanding common stock warrants as of August 31, 2019 is as follows:

 

      Weighted     
      Average     
      Exercise   Intrinsic 
   Warrants   Price   Value 
Outstanding, November 30, 2019   1,192,000   $0.20   $0.00 
Warrants granted and issued   -   $-   $- 
Warrants exercised   -   $-   $- 
Warrants exchanged   -   $-   $0.00 
Outstanding, August 31, 2020  1,192,000   $020   $0.00 
                
Common stock exercisable upon issuance of warrants  1,192,000   $0.20   $0.00 

 

The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the following assumptions for warrants earned during the nine months ended August 31, 2020:

 

Expected volatility   100%
Expected dividends   0%
Expected term (in years)   5.0 
Risk-free rate   1.42%

 

 F-12 

 

 

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2020

UNAUDITED

 

NOTE 8: CONTINGENCIES

 

On August 17, 2018, we entered into employment agreements with Alex Aliksanyan, our 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 per year. The initial term of the Aliksanyan Employment Agreement is 12 months and may be extended by mutual agreement between us and Mr. Aliksanyan. On or about August 28, 2018, we entered into an oral agreement with Mr. Aliksanyan, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which Mr. Aliksanyan agreed to continue receiving his 2017 annual salary of $36,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which Mr. Aliksanyan would be eligible to receive equity securities from time to time in the discretion of our board of directors. On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary.

 

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% of his time and attention to his duties as Chief Financial Officer. We agreed to pay Mr. Grbelja an annual base salary of $70,000 per year. The initial term of the Grbelja Employment Agreement is 12 months and may be extended by mutual agreement between us and Mr. Grbelja. On or about August 28, 2018, we entered into an oral agreement with Mr. Grbelja, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which Mr. Grbelja agreed to continue receiving his 2017 annual salary of $24,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which Mr. Grbelja would be eligible to receive equity securities from time to time in the discretion of our board of directors.

 

NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE

 

On November 30, 2018, the Company issued six promissory notes, in the principal amount totaling $75,000, which includes notes payables to certain officers and board members of the Company, namely Mr. Aliksanyan, Mr. McLeod and Mr. Grbelja, in the amount of $12,500 each (See note 6). The Notes accrue interest at a rate of 2.5% per annum and mature on June 1, 2020. Pursuant to the terms of the Notes, the Company may prepay the principal amount of the note together with accrued interest at any time prior to the date of maturity without a prepayment penalty. Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion price of $0.12 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Note. Each Holder has the right to waive the foregoing conversion limitation, in whole or in part, upon and effective after 61 days prior written notice to us. The Company has accrued $485 and $1,425 in interest on those notes as of August 31, 2020 and 2019, respectively. During the second quarter, the Company negotiated a settlement with the noteholders and repaid each noteholder $11,250 for a total of $67,500 as full settlement and also recognized a gain of $10,438 on the remaining balance due.

 

NOTE 10: PAYCHECK PROTECTION PROGRAM SBA LOAN

 

On May 6, 2020, due to the COVID-19 virus, the Company obtained a PPP loan of $13,080 with 1% interest rate due May 6, 2022.

 

 F-13 

 

 

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects

 

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

 

Overview

 

We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Microvideo app). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text and pictures of home listings) to a video with voice and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. 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 120,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer information with targeted, interested parties. The web site is fully functional and is being marketed via various on line platforms. In addition, due to the current economic conditions caused by the novel coronavirus pandemic, we are actively seeking potential buyers for the LoseTheAgent.com web site.

 

3
 

Results of Operations

 

The following information should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this Annual Report.

 

Discussion of Results for Three Month Period Ended August 31, 2020 and 2019

 

Revenues

 

Total revenue for the three months ended August 31, 2020 was $21,452 compared to $31,191 for the three months ended August 31, 2019, a decrease of $9,739 or 31%. The decrease is primarily a result of the continuing decline in our legacy virtual tour business.

 

Cost of Revenue

 

Cost of revenues totaled $3,706 for the three months ended August 31, 2020, compared to $23,924 for the three months ended August 31, 2019, representing a decrease of $20,218 or 85%. The decline in costs is primarily the result of reduction in server costs.

 

Operating Expenses

 

Our operating expenses, which include salaries and benefits, selling and promotion, amortization and depreciation and general and administrative expenses, decreased $201,320 or 96% to $9,925 for the three months ended August 31, 2020 compared to $239,615 for the three months ended August 2019. The net decrease was substantially due to an decrease in salary and benefit expense of $189,582 due to the issuance of warrants to their key employees in the form of share-based compensation in 2019, decreased sales and marketing expense of $33,998 and a decline of $6,110 in general and administrative expenses. A breakdown of general and administrative expenses is as follows:

 

General and administrative

 

   Three Month Ended     
   August 31,     
Expense  2020   2019   Increase/(Decrease) 
Professional Fees and legal fees  $4,705   $10,125   $(5,420)
Insurance   358    571    (213)
Miscellaneous   1,353    1,830    (477)
Total  $6,416   $12,526   $(6,110)

 

Other Income (Expenses)

 

Our other income, net, increased by $2,000 for the three months ended August 31, 2020 versus the prior year. A summary of other income (expense) is as follows:

 

   Three months Ended   
   August 31,   
   2020  2019  Increase/(Decrease)
SBA Grant   2,000    -    2,000 
Total  $2,000   $-    2,000 

 

4
 

Net Income/Loss

 

We had net income of $9,821 for the three months ended August 31, 2020, compared to net loss of $232,347 for the three months ended August 31, 2019, an increase of $242,168.The increase is primarily due to decrease in operating expenses for the year.

 

Discussion of Results for Nine Month Period Ended August 31, 2020 and 2019

 

Revenues

 

Total revenue for the nine months ended August 31, 2020 was $60,047 compared to $114,119 for the nine months ended August 31, 2019, a decrease of $54,072 or 47%. The decrease is primarily a result of declining legacy virtual tour business. Our legacy “on demand” video business has been declining on average 35% per year over the past two years. This trend is driven by our once unique technology being commoditized and offered as a “free” tool by many real estate web site producers.

 

Cost of Revenue

 

Cost of revenues totaled $32,319 for the nine months ended August 31, 2020, compared to $78,181 for the nine months ended August 31, 2019, representing a decrease of $45,862 or 59%. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks. The decline in costs is primarily the result of reduction in server costs.

 

Operating Expenses

 

Our operating expenses, which include salaries and benefits, selling and promotion, amortization and depreciation and general and administrative expenses, decreased $277,269 or 405% to $90,181, for the nine months ended August 31, 2020, compared to $367,450 for the nine months ended August 31, 2019. The decrease was substantially due to a decrease in salary and benefit expense of $187,146 from the issuance of warrants to key employees and other professionals in 2019 that was share-based compensation, a decrease in sales and marketing expense of $72,667, and a decrease in general and administrative expenses of $17,456. A breakdown of general and administrative expenses is as follows:

 

   Nine months Ended     
   August 31,     
General and administrative  2020   2019   Increase/(Decrease) 
Professional Fees and legal fees  $25,374   $39,341   $(13,967)
Dues & subscriptions   2,145    2,689    (544)
Insurance   1,510    1,898    (388)
Miscellaneous   1,743    4,300    (2,557)
Total  $30,772   $48,228   $(17,456)

 

5
 

 

Other Income (Expenses)

 

Our other income, net, increased $12,438 for the nine months ended August 31, 2020 versus the prior year. A summary of other income (expense) is as follows:

 

   Nine months Ended   
   August 31,   
   2020  2019  Increase/(Decrease)
Gain on settlements of convertible notes payable  $10,438   $   $10,438 
SBA Grant   2,000    -    2,000 
Total  $12,438   $-   $12,438 
Net Income/Loss

 

We had net loss of $50,015 for the nine months ended August 31, 2020, compared to net loss of $331,512 for the nine months ended August 31, 2019, an increase of $281,497. The decrease is primarily due to a reduction in all operating expenses as well as the recording of stock-based compensation expense as a result of issuance of warrants during the prior fiscal year.

 

Liquidity and Capital Resources; Anticipated Financing Needs

 

As of August 31, 2020, we had $134,227 cash on-hand, an decrease of $128,888 from the beginning of the fiscal year balance of $263,115.

 

Net cash used by operating activities was $74,468 for the nine months ended August 31, 2020, a decrease of $90,897 from the $165,365 of cash provided by operations during the nine months ended August 31, 2019. This decrease was primarily to the net loss the year.

 

Net cash provided by investing activities was ($0) for the nine months ended August 31, 2020 and 2019.

 

Net cash used in financing activities was $54,420 for the nine months ended August 31, 2020, as a result of proceeds of $13,080 from the SBA paycheck protection loan offset by the repayment of the convertible notes payable of $67,500. During the nine months ended August 31, 2019 net cash provided by financing activities total $230,025 as a result of the issuance of common stock and preferred stock.

 

Our ability to continue as a going concern on a long-term basis is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis, to obtain additional financing and ultimately attain profitability.

 

Based solely on our own internal estimates without the benefit of any independent third-party evaluation, we anticipate that our cash and cash flow will not be sufficient to satisfy our cash requirements over the next twelve months and we will likely require significant external financing. The magnitude of the additional financing and its timing is not yet precisely known. In the event that we are able to secure a sufficient amount of additional financing on a timely basis and on generous terms, it may include the issuance of equity or debt securities, obtaining credit facilities, or entering into other financing arrangements on such terms as then existing market conditions require. In the event that we were to issue additional equity or debt securities, stockholders may experience significant dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. And in the case of any issuance of three or more debt securities, the debt covenants may restrict our operating ability and our ability to raise additional financing from debt. Our ability to obtain additional capital on terms that are reasonable cannot be assured. We may be forced to obtain additional capital on terms that could limit our long-term ability to remain in business or otherwise materially restrict our operations.

 

6
 

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We have identified the policies below as critical to our understanding of the results of our business operations. We discuss the impact and any associated risks related to these policies on our business operations throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.

 

In the ordinary course of business, we have made a number of estimates and assumptions in preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Actual results could differ significantly from those estimates and assumptions. The following critical accounting policies are those that are most important to the portrayal of our financial statements. These policies require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a summary of our significant accounting policies, including the critical accounting policies discussed below, refer to Note 2 — “Summary of Significant Accounting Policies” included in the “Notes to Financial Statements”,

 

We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:

 

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 is recognized when all of the following criteria are met:

 

Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.

 

Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.

 

7
 

 

Income Taxes. The Company accounts for income taxes using an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

 

The Company will recognize a 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 fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

 

Share-Based Compensation. The Company accounts for stock incentive plans by measurement and recognition of compensation expense for all stock-based awards based on estimated fair values, net of estimated forfeitures. Share-based compensation expense recognized for the three and nine months ended August 31, 2020 and 2019 includes compensation cost for warrants issued. The Company uses the Black-Scholes option-pricing model to determine the fair value of options and warrants granted as of the grant date.

 

Accounts Receivable. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events, and other factors. As the financial condition of these parties’ change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The Company has determined an allowance for doubtful accounts is not required as of August 31, 2020, and November 30, 2019.

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company does not have any leasing agreements.

 

Seasonality of Business

 

The residential real estate market has traditionally experienced seasonality, with a peak in the spring and summer seasons and a decrease in activity during the fall and winter seasons. Revenues in each quarter can be significantly affected by activity during the prior quarter, given the time lag between contract execution and closing. A typical real estate transaction has a 30-day lag between contract signing and closing of the transaction.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

8
 

 

ITEM 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Disclosure controls and procedures include, without limitation, controls and other procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of August 31, 2020.

 

Management has identified control deficiencies regarding the lack of segregation of duties. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

 

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which should enable us to implement adequate segregation of duties within the internal control framework.

 

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our unaudited financial statements for the quarter ended August 31, 2020, included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our unaudited financial statements for the quarter ended August 31, 2020 are fairly stated, in all material respects, in accordance with GAAP.

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the transition period or our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1 Legal Proceedings

 

In the ordinary course of business, we may from time to time be involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

 

ITEM 1A Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

There is no information required to be disclosed with this item.

 

ITEM 3 Defaults Upon Senior Securities

 

There is no information required to be disclosed by this Item.

 

ITEM 4 Mine Safety Disclosures

 

There is no information required to be disclosed by this Item.

 

ITEM 5 Other Information

 

There is no information required to be disclosed by this Item.

 

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ITEM 6 Exhibits

 

Exhibit No.   Exhibit Description
     
2.1 (1)   Contribution and Spin-Off Agreement, dated as of October 27, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar, for purposes of Section 2.3 only, NestBuilder.com Corp., and Alex Aliksanyan
     
2.2 (2)   Memorandum of Understanding dated December 29, 2016, by and between Anshu Bhatnagar and Alex Aliksanyan
     
2.3 (2)   Amended and Restated Agreement dated January 2, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar and Alex Aliksanyan
     
2.4 (2)   First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018, by and between RealBiz Media Group, Inc., Anshu Bhatnagar, NestBuilder.com Corp., and Alex Aliksanyan
     
3.1 (1)   Articles of Incorporation of NestBuilder.com Corp.
     
3.2 (1)   Bylaws of NestBuilder.com Corp.
     
3.3 (5)   Certificate of Designation of the Series A Convertible Preferred Stock
     
99.1 (4)   Preliminary Information Statement of NestBuilder.com Corp., subject to completion, dated April 12, 2018
     
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*   Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*   Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(1)       Incorporated by reference from our registration statement on Form 10, filed with the Commission on December 22, 2017.

 

(2)       Incorporated by reference from Amendment No. 1 to our registration statement on Form 10/A, filed with the Commission on February 20, 2018.

 

(3)       Incorporated by reference from Amendment No. 2 to our registration statement on Form 10/A, filed with the Commission on March 23, 2018.

 

(4)       Incorporated by reference from Amendment No. 3 to our registration statement on Form 10/A, filed with the Commission on April 12, 2018.

 

(5)       Incorporated by reference from our current report on Form 8-K, filed with the Commission on June 3, 2019.

 

* Furnished herewith

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Nestbuilder.com Corp.
   
Dated: October 5, 2020 By: /s/ William McLeod
  Name: William McLeod
  Title: Chief Executive Officer

 

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