U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[X] |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Fiscal Year Ended November 30, 2015
[ ] |
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 000-53274
![](http://www.sec.gov/Archives/edgar/data/1510832/000149315216008063/image_001.jpg)
BioPower
Operations Corporation
(Exact
name of registrant as specified in its charter)
Nevada |
|
27-4460232 |
(State
or other jurisdiction of |
|
(IRS
Employer |
incorporation
or organization) |
|
Identification
No.) |
1000
Corporate Drive, Suite 200, Fort Lauderdale, Florida 33334
(Address
of principal executive offices)
Issuer’s
telephone number, including area code: +1 954 202 6660
Securities
registered pursuant to Section 12(b) of the Act: None.
Securities
registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
No [X]
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. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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). [ ]
Yes [X] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. (as defined in Rule 12b-2 of the Exchange Act). Check one:
Large
accelerated filer |
[ ] |
|
Non-accelerated
filer |
[ ] |
|
|
|
|
|
Accelerated
Filer |
[ ] |
|
Smaller
reporting company |
[X] |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As
of February 29, 2016, the last day of the Registrant’s most recently completed first fiscal quarter, the aggregate market
value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing stock price of $.10
per share as per the close on, February 29 was approximately $1,880,998. Shares of the Registrant’s common stock held by
each executive officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded
in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
As
of March 11, 2016, there were 50,107,680 shares outstanding and 8,000,000 shares authorized to be issued of the registrant’s
common stock, $.0001 par value.
Documents
incorporated by reference: None.
BioPower
Operations Corporation
Form
10-K
Table
of Contents
FORWARD
LOOKING STATEMENTS AND ASSOCIATED RISK
Statements
made in this 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe
harbor provisions of Section 27A of the of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities
Exchange Act of 1934. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential”, or “continue” or the negative of these terms or other comparable
terminology. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking
statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ
materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
Introductory
Comment - Use of Terminology
Throughout
this Annual Report on Form 10-K, the terms “we,” “us” and “our” refers to BioPower Operations
Corporation and, unless the context indicates otherwise, our subsidiaries in which we hold 100% of such entities’ outstanding
equity securities, including BioPower Corporation (“BioPower Corporation”), Green3Power Holdings Company
and its subsidiaries (“G3P”), Green Oil Plantations Americas Inc. (“Green Oil”), Green Energy
Crops Corporation (“GECC”), Agribopo, Inc., FTZ Exchange LLC and FTZ Energy Corporation, on a consolidated basis.
Unless otherwise indicated, all monetary amounts are reflected in United States Dollars.
PART
I
ITEM
1. BUSINESS
Overview
BioPower
Operations Corporation (“we,” “our,” “BioPower”, “BIO” or the “Company”)
was organized in Nevada on January 5, 2011. The Company and its subsidiaries intend to focus on developing waste to energy projects
globally by designing, engineering, permitting, procuring equipment, managing construction and operating and maintaining facilities
for the conversion of wastes into energy through licensed gasification technology including but not limited to producing electricity
and ultra-low sulfur renewable synthetic fuels. The Company intends to also provide waste remediation services.
We
have not yet generated or realized any significant revenues from business operations. Our auditors have issued a going concern
opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless
we obtain additional capital to pay our bills. This is because we have only generated minimal revenues from a testing agreement.
In 2016, we intend to have revenues from waste remediation projects and consulting engineering. Further, we may have revenues
from design, engineering, permitting and procurement of equipment for projects, if our projects that we have been developing receive
project finance or payment by owners of the project/s. Accordingly, we must raise cash from sources other than revenues generated
such as from the proceeds of loans, sale of common shares, and advances from related parties if none of the operating revenues
discussed in this paragraph come to fruition.
About
BioPower Operations Corporation
We
are organized as a holding company. On October 24, 2014, the Company executed a Share Exchange Agreement with Green3Power
Holdings Company (“G3P”) to acquire G3P and its wholly-owned subsidiaries Green3Power
Operations Inc., a Delaware corporation (“G3P OPS”) and Green3Power International Company, a
Nevis Corporation (“G3PI”), which are wholly-owned subsidiaries of the Company. This transaction was a
stock for stock exchange, (See Share exchange Agreement below). We conduct all of our operations through Green3Power
Holdings Company and their subsidiaries which are primarily engaged in the development of waste-to-energy projects and services
including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities.
We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities.
A second business unit is focused on providing waste remediation services globally.
Strategy
Our
mission is to provide waste and energy solutions on a global basis. We intend to do this through a variety of service offerings,
including partially owning and operating and maintaining facilities for the conversion of waste to energy (known as “Waste-to-Energy”
or “WtE”). Waste-to-Energy serves two key markets as both an on-going waste management solution that is environmentally
superior to landfilling and as a source of clean energy that reduces overall greenhouse gas emissions.
We
will also provide waste remediation services. Remediation waste is defined in 40 Code of Federal Regulations (CFR) 260.10 as “all
solid and hazardous wastes, and all media (including groundwater, surface water, soils, and sediments) and debris, that are managed
for implementing cleanup.”
We
intend to pursue our mission through the following key strategies:
● |
Our
exclusively licensed gasification technology can convert a variety of wastes into electricity or ultra-low sulfur, renewable
synthetic fuel. The technology is modular and built to handle approximately 300 to 400 tons per day of waste per line of equipment.
We can only use up to twelve (12) lines of equipment at a facility location because of the constraints of truck traffic per
location. Because our licensed gasification is built in a series of lines, we are able to service and maintain the lines and
systems while operating the facilities continuously. |
|
|
● |
The
Company intends to earn revenues from design, engineering, permitting, operations and maintenance fees and may also earn procurement
fees from WtE projects. |
|
|
● |
We
have strategically aligned with Vanderweil Engineers to develop WtE facilities in the United States and internationally. Vanderweil
has been in business since 1950 and its Power Engineering group is expert at developing, designing, engineering and permitting
power generation facilities worldwide. |
|
|
● |
The
Company intends to maintain an equity interest of between twenty percent (20%) to one hundred percent (100%) in each of its
developed projects. |
|
|
● |
We
have partnered and will partner with project development groups globally who have been in different stages of development
of WtE projects. |
|
|
● |
We
intend to maximize the long-term value of WtE facilities by adding waste and off-take energy contracts, seeking incremental
revenue opportunities and deploying new or improved technologies, systems and processes targeted at increasing revenue and
reducing costs. |
|
|
● |
We
seek to grow primarily through the development of new facilities selected in markets where we believe that the tipping fees
and off-take agreements will enable us to secure funding for the projects. We believe that our approach to these opportunities
is highly-disciplined, both with regard to our required rates of return, necessary contract elements, regulatory issues and
the manner in which potential new projects will be structured and financed. |
|
|
● |
We
believe that our efforts to develop our business will be enhanced by the development of additional technologies in such fields
as gasification, recycling, alternative waste remediation and treatment processes and emission controls. We intend to use
research and development efforts in some of these areas relevant to our WtE and waste remediation businesses. |
|
|
● |
Our
intention is to maintain a focus on sustainability- the on-going methodology for improving the environment. We seek to achieve
continuous improvement in environmental performance, beyond compliance with legally required standards. |
|
|
● |
We
intend to provide waste remediation services on a global basis by working with local contractors. |
Our
Waste-to-Energy Business
The
WtE facilities we intend to build may earn revenue from the following potential revenue streams:
Prior
to the start-up of the facility:
● |
Design
fees |
|
|
● |
Engineering
fees |
|
|
● |
Permitting
fees |
|
|
● |
Procurement
of equipment fees (usually 10% of the cost of equipment) |
|
|
● |
Management
of construction fees |
We
will always have an Operations and Maintenance Agreement to operate and maintain the facility for a minimum of twenty years, for
each facility using our technology, with or without ownership in the facility.
After
the start-up of a facility if we are an equity owner in the facility, we will earn:
● |
Tipping
fees from the disposal and processing of each ton of waste – Waste Agreement usually twenty to thirty years; and |
|
|
● |
Sale
of electricity – Power Purchase Agreement (PPA) usually twenty to thirty years; or |
|
|
● |
Sale
of ultra-low sulfur renewable synthetic fuel (usually one year renewable to fifteen year); |
|
|
● |
Recyclables
recovered during the WtE process; |
|
|
● |
Carbon
credits, if available; |
|
|
● |
RINS
– Renewable Identification Number under the Renewable Fuel Standard Program, good until 2022 and in California to 2033. |
In
order to finance projects through traditional project finance, long-term contracts (off-take agreements) need to be executed for
the sale of electricity or fuels in combination with a waste contract. There can be no assurance we will ever fund a facility,
bring the development of a WtE facility into operation, partially own a WtE facility or operate and maintain a WtE facility.
Project
Development of Waste-to-Energy Facilities
Early
stage
Our
Company is contacted by municipalities, government agencies and local developers for potential waste-to-energy projects on a global
basis. We are either asked to respond to a request for proposal (RFP) or request for quotation (RFQ) from a municipality or the
local developer has a potential waste-to-energy project.
We
then collect as much of the following information that is available:
|
● |
Tipping
fees in the area; |
|
|
|
|
● |
Electricity
rate (either federal mandate or local utility base load rates; |
|
|
|
|
● |
Renewable
energy fuel rate with or without RINS or local government credits; |
|
|
|
|
● |
Waste
Composition for the local area; |
|
|
|
|
● |
Total
tonnage collected; |
|
|
|
|
● |
Total
tonnage available; |
|
|
|
|
● |
Site
location with available topo maps and boundary surveys; |
|
|
|
|
● |
Location
of nearest substation; |
|
|
|
|
● |
Government
will guarantee payments and |
|
|
|
|
● |
Map
showing current locations collected from, dumping/landfill sites, and proposed location. |
Once
the above information is gathered we prepare a preliminary design, financial models and determine the financial viability of the
project. We also look at the credit worthiness of the Government, if outside the U.S., if there is a federal mandate for the purchase
of electricity or the credit worthiness of the local utility, if not government owned. If a fuel project, we look at the local
fuel rates and if there are credits associated with renewable fuels. We then determine whether or not we will submit a bid based
on the financial viability of the project.
Intermediate
Stage
Once
we respond to an RFP/RFQ the municipality publishes the final bidders list, which generally can be as small a list as two bidders
or as many as ten bidders. If we are on the final bidders list, we will meet with the municipality in accordance with our ranking.
If we are awarded the bid, we then negotiate with the municipality the waste services agreement, land lease agreement and the
Power Purchase Agreement (PPA) or Fuel Off-Take Agreement, if applicable. At times, the Government has mandated the PPA pricing.
We
may also negotiate with waste haulers for long term contracts, wherein they will pay us a tipping fee per ton of waste brought
to the facility.
Late
Stage
During
the late stage of project development, we negotiated Waste Agreement, Off-Take Agreement for PPA or the purchase of fuel, and
Land Lease Agreement for the site. We make adjustments to our preliminary designs and financial models. We negotiate a Construction
contract. We discuss with potential investors and fund managers that we have a project. If they are interested after the initial
discussions, we then ask for a commitment letter subject to due diligence. We then provide the essential draft contracts for their
review and all due diligence requested in order to finalize the financial commitment. At times, investors/lenders may be part
of the final process of contract negotiation to make sure the contracts are compliant with their requirements for funding purposes.
We
have not financed any projects at this time and there can be no assurance we ever will finance a project.
BioPower
and its subsidiary Green3Power have been working together to develop and finance projects. Based on this work we have the following
projects in various stages of development:
Late
Stage Project Under Development
St.
Lucie County, Florida
Green3Power
Operations, Inc. and Vanderweil Engineers are developing a 1,000 tpd Gasification Diesel Fuel Production Facility in St. Lucie
County, Florida. Under the executed waste services agreement, the Gasification Facility would receive approximately 800 tpd of
waste including 471.4 tpd of freshly collected municipal solid waste (MSW); approximately 105.0 tpd of construction and demolition
debris (C&D Debris), approximately 123.3 tpd of Yard Waste, and approximately 100.3 tons/day of used tires. In addition, 200.0
tpd of C&D Debris from the existing C&D Landfill, or 200.0 tpd of baled MSW from the existing MSW Balefill would be excavated
and would be transported to the Gasification Facility, where the waste would be converted into 64,000 gallons per day of ultra-low
sulfur renewable synthetic fuels and electricity for the running of the facility. The Gasification Facility includes a Sorting
Facility to remove heavy metals and reduce ash content, a Waste Dryer, Gasifier, a Cyclone to remove particulate matter from the
synthesis gas, a Slagging Unit, a high efficiency, high temperature and pressure HRSG Boiler, and four-stage Steam Turbine/Generator,
a Fischer Tropsch Reactor and Fuel Production System, and highly effective flue gas treatment system.
When
in full operation, the projected $228 million budget for the St. Lucie plant including insurance costs will produce approximately
64,000 gal/day of ultra-low sulfur renewable synthetic fuel and 16,000 gal/day of Naptha with projected revenues of more than
$83 million annually, varying with the price of fuel. The anticipated internal rate of return on the project investment is approximately
twenty percent 20% with an EBIDTA of approximately $56.0 million in Year 1. The plant will create approximately 221 new jobs in
the St. Lucie area. The power plant will feature an effective flue gas clean up train to ensure that regulated emissions are far
below the concentrations allowed under Federal air quality standards. The upflow fluidized bed gasifiers to be used at the new
facility have been in waste to energy service for more than 33 years. The project management team consists of the following team
members:
●
Green3Power Operations, who manages the project, and is responsible for the design, engineering, permitting, construction management,
and operation and maintenance of the St. Lucie County Renewable Energy Facility; and
●
Vanderweil Engineers, who is also responsible for the design, construction and permitting of the St. Lucie County Renewable Energy
Facility.
Waste
will be transported to the Sorting Facility, where the waste will be sorted to remove metals, glass, e-waste, and unacceptable
waste, and then processed through a shredder to reduce the particle size. The waste will then be fed into the dryers, to reduce
the water content, and then fed into the Gasifiers. The Gasifiers convert the waste into a synthesis gas and ash at a temperature
of 1,000 to 1,400 deg. C. The diesel fuel production system utilizes an advanced Fischer Tropsch reactor to produce ultra-low
sulfur renewable synthetic No. 2 diesel fuel. The flue gas is processed through a Cyclone to remove particulate matter, an Acid
Gas Removal Unit and Ammonia Scrubber to remove HCl, H2S, and HNO3, an Electrostatic Precipitator to remove sub 2.5 micron particulate
matter, a Bag House with carbon injection to remove particulate matter, heavy metals, and organics, and is then discharged out
the stack at a temperature of 200 deg C, which prevents condensation.
The
Green3Power Operations Renewable Energy Gasification System extracts water from the waste, and combines that water with leachate
from the collection vehicles, Sorting Facility, and Inert MSW Landfill, and wastewater from the onsite sanitary facilities and
cleaning water, and that water is treated in an onsite leachate/water treatment facility to boiler feed water standards. This
treated water is then used as the makeup water in the system to provide the process and cooling water for the facility. Therefore,
100 percent of the water used by the facility is recycled.
On
the Power Production Line the Synthesis gas is passed through an HRSG Boiler to produce high temperature and pressure steam. The
steam is fed to a high efficiency steam turbine to generate clean, green, renewable electric energy. The flue gas is processed
through a Cyclone to remove particulate matter, an Acid Gas Removal Unit to remove HCl, H2S, and HNO3, an Electrostatic Precipitator
to remove sub 2.5 micron particulate matter, a Bag House with carbon injection to remove particulate matter, heavy metals, and
organics, and is then discharged out the stack at a temperature of 140 to 200 deg C, which prevents condensation. The Power Production
Line produces parasitic loading for the electricity needed for the facility of clean, green, electrical power 24 hours per day,
365 days per year.
As
a result, the Green3Power Operations Renewable Energy Gasification System does not take water from the city water supply, and
does not discharge any wastewater to the sanitary system. All water is collected on site, treated onsite, and is recycled and
used as process and cooling water. In addition, emissions from the facility are 100 times lower than EU and USEPA standards for
Heavy Metals, Particulate Matter, NOx, SOx, and other key industrial pollutants, and the ash is processed through a slagging unit
to remove the carbon, melted to form slag, and then crushed and sold as a sand replacement for concrete block production. The
Gasification Facility recycles 100 percent of the water that it uses, has emission more than 100 times below air quality standards,
and does not put by-product ash into a landfill. As a result, the Renewable Energy Gasification Facility is considered to be a
“Green” technology for water, air, and solids.
The
projected cost of the project is $228,000,000. The breakdown of the use of the investment funds may be summarized as follows:
Description | |
Totals | |
| |
| |
Design of Facilities | |
$ | 6,100,000 | |
Project Management | |
$ | 2,642,890 | |
Permitting - Legal | |
$ | 500,000 | |
Corporate Expenses | |
$ | 1,787,391 | |
Working Capital | |
$ | 85,712 | |
Project Development | |
$ | 1,426,675 | |
License Fee | |
$ | 2,853,351 | |
Loan Fee | |
$ | 11,400,000 | |
Purchase of Equipment | |
$ | 111,087,867 | |
Installation of Equipment | |
$ | 12,069,657 | |
Construction of Facilities | |
$ | 31,526,195 | |
General Insurances | |
$ | 2,853,351 | |
Product Quantity/Quality Insurance | |
$ | 38,566,910 | |
Construction Management | |
$ | 5,100,000 | |
Lease Payments | |
$ | 1 | |
Total | |
$ | 228,000,000 | |
There
can be no assurance St. Lucie County, Florida will ever be financed and brought into operation. There can be no assurance we will
ever bring the development of a WtE facility into operation, partially own a WtE facility, or operate and maintain a WtE facility.
Environmental
Benefits of Waste-to-Energy
We
believe that WtE offers solutions to public sector leaders around the world for addressing two key issues: (1) on-going management
of waste, and (2) renewable energy generation. We believe that the environmental benefits of WtE, as an alternative to landfilling,
are clear and compelling: by processing municipal solid waste in our intended WtE facilities, where we can reduce greenhouse gas
(“GHG”) emissions (as the methane emitted by landfills is over 23 times more potent than carbon dioxide (“CO2”)
over a 100 year period), lower the risk of ground-water contamination, and conserve land. At the same time, WtE generates clean,
reliable energy from a renewable fuel source, thus reducing dependence on fossil fuels, the combustion of which is itself a major
contributor of GHG emissions. The United States Environmental Protection Agency (“EPA”), using lifecycle tools such
as its own Municipal Solid Waste Decision Support Tool, has found that, on average, approximately one ton of CO2-equivalent
is reduced relative to landfilling for every ton of waste processed. Compared with fossil based generation, each ton of waste
processed eliminates the need to consume approximately one barrel of oil or one-quarter ton of coal, in order to generate the
equivalent amount of electricity. As public planners address their needs for more environmentally sustainable waste management
and energy generation in the years ahead, we believe that WtE will be an increasingly attractive alternative.
Waste
Remediation
G3P
management has significant experience in waste remediation projects. Remediation waste is defined as all solid and hazardous wastes,
and all media (including groundwater, surface water, soils, and sediments) and debris, that are managed for implementing cleanup
and regulatory compliance. Waste remediation includes the removal of toxins from landfills, superfund sites and water remediation.
G3P intends to provide services for waste remediation on a global basis. There can be no assurance any waste remediation
project will successfully be developed or financed.
Environmental
and Humanitarian Benefits of Waste Remediation
The
importance of waste remediation goes far beyond economic reasons include providing basic humanitarian services including clean
drinking water and a healthy environment to hundreds of millions of people who suffer from cholera, cancers and other diseases
created by unsound environmental conditions. The management team has the experience and knowledge to provide waste remediation
services which can solve these environmental problems while earning significant service fees from providing these remediation
services.
Present
Operations
Waste-to-Energy
Projects
We
are currently in different stages of development of WtE projects in the United States with Vanderweil Engineers (primarily in
Florida, New York, Arizona, California, and Hawaii); and in joint venture with local developers for the development of WtE projects
outside the United States in Europe, the Middle East and UAE, the Philippines, Indonesia, Korea, South Viet Nam, Pakistan and
various African countries. At present, we have in excess of five billion ($5,000,000,000) of total projected cost of projects
in early stage development all over the world. There can be no assurance we will ever fund a WtE facility, bring a WtE facility
into operation, partially own a WtE facility or operate and maintain a WtE facility.
We
intend to generate revenues from our WtE projects in the following ways: prior to commencing facility operations we intend to
earn fees from developing, designing and permitting the WtE facility, equipment procurement, and construction management of the
facility. After the facility is in operation, if we own an interest in a facility, our revenues will be derived from the following
main sources: (1) fees charged for waste received (tipping fees); (2) the sale of electricity and/or steam, and/or the sale of
ultra-low sulfur renewable synthetic fuels, and (3) from the sale of ferrous and non-ferrous metals and other recyclables that
are recovered from the waste stream as part of the WtE process. If a facility is in operation we will earn operations and maintenance
fees for each facility through a long-term contract to operate and maintain the facility. Our intended facilities may sell energy
primarily to utilities or government owned municipalities at negotiated contracted rates on a long term contract called a power
purchase agreement (PPA).
WtE
Project Contracts
Most
of our WtE projects under development have been or will be developed and structured contractually as part of a competitive procurement
process conducted by municipal and government entities. Although each contractual agreement has similarities, each contract is
different, reflecting the specific needs and concerns of the community, applicable regulatory requirements and/or other factors
including site and waste streams.
Our
WtE project contracts may include waste agreements known as “Tipping Fee” contracts. Tipping Fee contracts are based
on a per-ton fee we receive for receiving and processing each ton of waste. Each project intends to retain all of the revenue
generated from the production of energy and recyclable sales in each special purpose vehicle (“SPV”) that is formed
for each facility.
Our
WtE project contracts will include off-take agreements either for the sale of electricity known as a (“PPA”) contract
or the sale of the ultra-low sulfur renewable synthetic fuel. Power Purchase Agreements are usually with utility companies, municipalities,
government agencies or end users and may contract for the purchase of electricity at a fairly constant rate for usually 15 –
30 years with extensions and usually subject to consumer price index changes. Our ultra-low sulfur renewable synthetic fuel is
a commodity and can be sold into the wholesale and retail markets or to government agencies and is subject to fluctuations in
the prices of the market which may vary significantly from country to country. Contracts are shorter in term and subject to market
fluctuations.
International
Projects
The
ownership and operation of facilities in foreign countries entails significant political and financial uncertainties, typically
not encountered in the United States. Key international risks include currency exchange rates, currency repatriation restrictions,
currency convertibility, government-sponsored efforts to renegotiate long-term contracts, non-payment of tipping fees, unexpected
changes in electricity tariffs, changes in the markets for fuel, changes in laws and regulations and political, economic or military
instability. Such risks have the potential to cause material impairment to the potential international projects.
Many
of the countries in which the Company seeks projects are lesser developed countries than the United States or developing countries.
The political, social and economic conditions in some of these countries are typically less stable than in the United States.
The financial condition and creditworthiness of the potential purchasers of power may be a government or private utility or for
the purchasers of fuel for projects in foreign countries may not be as strong as those of similar entities in the United States.
At the time the Company develops a project, the investors/lenders undertake a credit analysis of the obligations of the purchasers
under the off-take agreement for electricity or fuel and the waste agreement. The investors/lenders will look at the credit rating
of the country and see if there are available government guarantees including letters of credit and other financial instruments
to provide the necessary guarantees for the obligations under the waste and off-take agreements for the funding of the project.
The
Company will typically seek to negotiate long-term contracts for the tipping fees from the delivery of a guaranteed waste stream
and for the off-take agreement for the sale of electricity or fuels. The Company will also seek payment for the agreements that
the Company enters into in U.S. Dollars. Often these agreements will be made in whole or part in the domestic currencies of the
host countries. Conversion of such currencies into U.S. dollars generally is not assured by a government or other creditworthy
country agency and may be subject to limitations in the currency markets, as well as restrictions of the host country. In addition,
fluctuations in the value of such currencies against the value of the U.S. dollar may cause the Company’s participation
in such projects to yield less return than expected. Transfer of earnings and profits in any form beyond the borders of the host
country may be subject to special taxes or limitations imposed by host country laws. The Company has sought to participate in
projects in jurisdictions where limitations on the convertibility and expatriation of currency have been lifted by the host country
and where such local currency is freely exchangeable on the international markets. In most cases, components of project costs
incurred or funded in the currency of the United States are recovered without risk of currency fluctuation through negotiated
contractual adjustments to the price charged for electricity or fuels. This contractual structure may cause the cost in local
currency to rise from time to time in excess of local inflation, and consequently there is risk in such situations.
The
Company has sought to manage and mitigate these potential risks through all means that it deems appropriate, including: the use
of investors/lender’s political and financial analysis of the host countries and the key participants in each project; guarantees
of relevant agreements with creditworthy entities; political risk and other forms of insurance; participation by United States
and/or international development finance institutions in the financing of projects in which the Company participates; and joint
ventures with other companies to pursue the development, financing and construction of these projects. The Investors/Lenders determine
which mitigation measures to apply based on its balancing of the risk presented, the availability of such measures and their cost.
Financing
and Ownership of WtE Facilities
Financing
We
have over the past year met with various investors and lenders who finance these types of waste to energy projects. In order to
finance a waste to energy project there are many agreements that need to be contracted and in place before a final financial commitment.
These include:
|
● |
Waste
Agreement which provides the feedstock to convert into environmentally clean renewable energy- electricity or ultra-low Sulfur
renewable synthetic fuel. |
|
|
|
|
● |
PPA
– Power Purchase Agreement for the purchase of the electricity that we can produce at each facility; or |
|
|
|
|
● |
Fuel
Off-take Agreement – for the purchase of the fuel we can produce at each facility |
|
|
|
|
● |
Construction
Contract – Construction contractor who provides a performance bond and all other necessary guarantees to construct the
facility on the specifications and time schedule provided |
|
|
|
|
● |
Insurance
– for the quantity and quality of the production of electricity or fuel, political risk, and general liability |
|
|
|
|
● |
Land
Lease – for the facility and the land necessary for a Project |
|
|
|
|
● |
Permitting
– solid waste permits, air quality permits and normal construction, zoning and all local necessary permits. |
There
can be no assurance that any project under development will ever successfully be financed.
Ownership
We
intend to partially own each WtE facility. G3P intends to create a special purpose entity (“SPE”) company for each
waste to energy project. Every SPE must have a sustainable project including facilities to process the waste into saleable products
such as electricity or ultra-low sulfur renewable synthetic fuels. Each project will have joint venture partners that may provide
various necessary elements for a project to obtain finance including: business development from a local partner, waste services,
technology and/or the sale of end products produced. The Company intends to offer ownership in our initial SPEs to local co-development
partners and investors. Each project must have a waste agreement coupled with an off-take agreement. These agreements may enable
the SPE to obtain financing based upon the potential profitability of each project and risk mitigation. The role G3P intends to
fulfill in each SPE is executive and general management, procurement of funding and development of markets for the sale of end
products.
There
can be no assurance any project will successfully be developed or financed.
Corporate
History
On
January 6, 2011, we acquired 100% of BioPower Corporation (“BC”), a Florida corporation incorporated on September
13, 2010, by our CEO and Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly-owned
subsidiary of the Company.
On
April 5, 2012, the Company received notice from The Depository Trust Company “DTC” of the eligibility effective immediately
of its common shares for electronic trading under the OTCQB trading symbol “BOPO.”
On
May 12, 2012 the Company formed FTZ Energy Exchange Inc., a 100% wholly-owned subsidiary for the future development of an energy
exchange.
On
June 7, 2012, the Company’s Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC, (“FTZ”)
a 100% wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how
and technology to build transaction fee based exchanges for the sale of products and services in vertical markets.
On
August 2, 2012, the Company formed Agribopo, Inc., a 100% wholly-owned subsidiary for the development of biomass related projects.
On
November 27, 2012 the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC. to convert biomass
wastes from animals, humans and cellulosic biomass to Cellulosic ethanol, fertilizer and other derivative products. The Board
of Directors agreed to sell this subsidiary pursuant to the October 24, 2014 transaction described below.
As
of November 30, 2012, we considered the Green Oils license worthless as the Licensor cannot provide the due diligence necessary
for funding projects through traditional project finance. The Company intends to put a stop on the transfer of any common stock
paid for this license.
On
July 2, 2013, the Company entered into agreements for the first stage of a project to develop a castor plantation and milling
operation in the Republic of Paraguay with offshore entities for the testing and development of the project subject to material
adverse events - the TSA Project. As of April 1, 2014, we received notification of termination of the TSA project due to material
and adverse events related to the necessity for building roads due to extreme flooding conditions and issues associated with clearing
of the land.
On
November 13, 2013 we entered into a joint venture agreement and formed MicrobeSynergy, LLC, a 50-50 joint venture for the exclusive
distribution of a cellulosic advanced biofuels technology. We have to meet certain Milestones to maintain exclusivity; otherwise
we would have a non-exclusive license. The Company believes that we met Milestone I but we have received notification from our
joint venture partner that we did not meet Milestone 1. The Board of Directors agreed to sell this subsidiary pursuant to the
October 24, 2014 transaction described below.
On
October 24, 2014, BioPower Operations Corporation (the “Company” or “BOPO”) executed a Share Exchange
Agreement (“SEA”) with Green3Power Holdings Company (“G3P”) to acquire G3P and its
wholly-owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”) and Green3Power
International Company, a Nevis Corporation (“G3PI”). Pursuant to the terms thereof, G3P shareholders exchanged
their G3P stock for 20% of the outstanding common stock of BioPower after issuance and future consideration based on performance.
Following the Closing, G3P, G3P OPS and G3PI became wholly-owned subsidiaries of the Company.
G3P is a development stage company that develops waste-to-energy projects using exclusively licensed gasification technology,
which can convert wastes to energy including electricity and synthetic fuels. G3P designs, procures equipment, manages
the construction, intends to partially own and operate and maintain Gasification Waste-to-Energy power plants, using their unique
thermal exclusively licensed gasification technology, an upgrade to present gasification technology in use around the world for
the last 30 years. G3P has many projects under development but there can be no assurance that their first gasification
facility will ever be built. G3P also provides waste remediation services.
BioPower
and G3P Strategic Alliance
BioPower
and G3P entered into a strategic alliance to split the ownership of each project when BioPower develops the project
or provides financing for the project. This strategic alliance will end in two years from October 24, 2014 unless extended for
one year under the terms of the SEA Agreement. The sole purpose of splitting the ownership is to define each company’s revenues
under the SEA Agreement. (See SEA Agreement). BioPower’s management has pursued business development activities for both
potential waste-to-energy projects as well as waste remediation projects. There can be no assurance such business development
will ever lead to a successful project.
MARKETS,
COMPETITION AND BUSINESS CONDITIONS
General
Business Conditions
The
Company’s business can be adversely affected by general economic conditions, inflation, competitive conditions, government
restrictions and controls, changes in law, force majeure events including natural disasters, weather, the adverse financial condition
of customers and suppliers, various technological changes and other factors over which the Company has no control including lack
of investors or lenders to fund the projects.
The
Company expects in the foreseeable future that competition for new projects will be intense in all domestic and International
markets in which the Company intends to conduct its business, and its business will be subject to a variety of competitive and
market influences.
Our
waste-to-energy business. The Company competes both domestically and internationally for waste-to-energy projects, which are highly
competitive. There are many companies which are financially capable of funding their own projects. We do not have the ability
to fund a project and must seek funding for our potential projects from investors and lenders. These projects must have agreements
with entities that are credit worthy or can provide credit worthy enhancements including letters of credit or sovereign guarantees.
Sovereign guarantees may need to be credit enhanced to bring them up to credit worthy standards. We target projects that seek
green renewable energy with waste solutions to protect their environment and that have tipping fees and an off-take agreement
for electricity or fuels. These revenues and associated costs must produce a project with financial criteria to enable financing.
Normally, these are projects that both domestic and foreign municipalities and governments request a bid.
Once
a contract is awarded or a project is financed and constructed, the Company’s business can be impacted by a variety of risk
factors which can affect profitability over the life of a project. Some of these risks are at least partially within the Company’s
control, such as successful operation in compliance with law and the presence or absence of labor difficulties or disturbances.
Other risk factors, described above, are largely out of the Company’s control and may have an adverse impact on a project
over a long-term operation. (See Risk Factors)
Technology,
Research and Development
Globally,
we have the Exclusive License right to market the proprietary W-t-E conversion technology using gasification. We believe that
our know-how and management’s experience and reputation in the field of waste and WtE coupled with our know-how in designing,
engineering and permitting enables us to compete for WtE projects.
We
believe that our exclusively licensed technology offers an environmentally superior solution to post-recycled waste management
and energy challenges faced by leaders around the world, and that our efforts to expand our business will be enhanced by the development
of additional technologies in such fields as emission controls, residue disposal and alternative waste treatment processes. Our
management team has developed new and cost-effective technologies that control NOx and SOx emissions. We intend to maintain a
focus on research and development of technologies in these and other areas that we believe will enhance our competitive position,
and offer new technical solutions to waste and energy problems that augment and complement our business.
A
number of other companies are similarly engaged in new technology development focused on extracting energy from waste materials
through a variety of technical approaches, including: gasification, pyrolysis or other combustion designs; converting waste to
fuels; or processing waste to enable co-firing in larger power plants or industrial boilers. Firms engaged in these activities
generally are more capitalized, and some engage in joint ventures with larger and well-capitalized companies. To date, we believe
such efforts have not produced technologies that offer economically viable alternatives on a large scale.
REGULATION
OF BUSINESS
Regulations
Affecting Our Business
Environmental
Regulations — General
Our
business activities in the United States are extensively regulated pursuant to federal, state and local environmental laws. Federal
laws, such as the Resource Conservation and Recovery Act (RCRA), Clean Air Act, and Clean Water Act, and their state counterparts,
govern discharges of pollutants to air and water. Other federal, state and local laws comprehensively govern the generation, transportation,
storage, treatment and disposal of solid and hazardous waste and also regulate the storage and handling of chemicals and petroleum
products (such laws and regulations are referred to collectively as the “Environmental Regulatory Laws”).
Other
federal, state and local laws, such as the Comprehensive Environmental Response Compensation and Liability Act, commonly known
as “CERCLA” and collectively referred to with such other laws as the “Environmental Remediation Laws,”
make us potentially liable on a joint and several basis for any onsite or offsite environmental contamination which may be associated
with our activities and the activities at our intended sites. These include landfills we may own, operated or lease, or at which
there has been disposal of residue or other waste generated, handled or processed by our facilities in the future. Some state
and local laws also impose liabilities for injury to persons or property caused by site contamination. Some service agreements
provide us with indemnification from certain liabilities.
The
Environmental Remediation Laws prohibit disposal of regulated hazardous waste at municipal solid waste facilities. The service
agreements recognize the potential for inadvertent and improper deliveries of hazardous waste and specify procedures for dealing
with hazardous waste that is delivered to a facility. Under some service agreements, we may be responsible for some costs related
to hazardous waste deliveries. We have not incurred material hazardous waste disposal costs to date.
The
Environmental Regulatory Laws require that many permits be obtained before the commencement of construction and operation of any
waste or renewable energy project, and further require that permits be maintained throughout the operating life of the facility.
We can provide no assurance that all required permits will be issued or re-issued, and the process of obtaining such permits can
often cause lengthy delays, including delays caused by third-party appeals challenging permit issuance. Our failure to meet conditions
of these permits or of the Environmental Regulatory Laws can subject us to regulatory enforcement actions by the appropriate governmental
authority, which could include fines, penalties, damages or other sanctions, such as orders requiring certain remedial actions
or limiting or prohibiting operation. See Item 1A. Risk Factors — Compliance with environmental laws, including changes
to such laws, could adversely affect our results of operations. To date, we have not incurred any penalties, been required
to incur capital costs or additional expenses, or been subjected to restrictions on our operations as a result of violations of
Environmental Regulatory Laws or permit requirements.
Our
intended operations may be subject to proceedings and orders pertaining to emissions into the environment and other environmental
violations, which may result in fines, penalties, damages or other sanctions, we believe that we will be in compliance with existing
Environmental Regulatory Laws. We may be identified, along with other entities, as being among parties potentially responsible
for contribution to costs associated with the correction and remediation of environmental conditions at disposal sites subject
to CERCLA and/or analogous state Environmental Remediation Laws. Our ultimate liability in connection with such environmental
claims will depend on many factors, including our volumetric share of waste, the total cost of remediation, and the financial
viability of other companies that have also sent waste to a given site and, in the case of divested operations, our contractual
arrangement with the purchaser of such operations.
The
Environmental Regulatory Laws may change. New technology may be required or stricter standards may be established for the control
of discharges of air or water pollutants, for storage and handling of petroleum products or chemicals, or for solid or hazardous
waste or ash handling and disposal. Thus, as new technology is developed and proven, we may be required to incorporate it into
new facilities. This new technology may be more expensive than the technology we currently intend to use.
Environmental
Regulations — Recent Developments
Maximum
Achievable Control Technology Rules (“MACT Rules”) — EPA is authorized under the Clean Air Act to issue
rules periodically which tighten air emission requirements to achievable standards, as determined under a specified regulatory
framework. EPA is required to establish these MACT rules for a variety of industries, including new and existing industrial boilers
and municipal waste combustion (“MWC”) units. Our intended facilities intend to comply with all applicable MACT Rules
currently in effect.
Energy
Regulations
Our
businesses are subject to the provisions of federal, state and local energy laws applicable to the development, ownership and
operation of facilities located in the United States. The Federal Energy Regulatory Commission (“FERC”), among other
things, regulates the transmission and the wholesale sale of electricity in interstate commerce under the authority of the Federal
Power Act (“FPA”). In addition, under existing regulations, FERC determines whether an entity owning a generation
facility is an Exempt Wholesale Generator (“EWG”), as defined in the Public Utility Holding Company Act of 2005 (“PUHCA
2005”). FERC also determines whether a generation facility meets the ownership and technical criteria of a Qualifying Facility
(cogeneration facilities and other facilities making use of non-fossil fuel power sources such as waste, which meet certain size
and other applicable requirements, referred to as “QF”), under the Public Utility Regulatory Policies Act of 1978
(“PURPA”). Our intended United States generating facilities intend to qualify as a QF or otherwise exempt, or the
subsidiary owning the facility intends to be determined to be an EWG.
Federal
Power Act — The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission
of electricity in interstate commerce. Under the FPA, FERC, with certain exceptions, regulates the owners of facilities used for
the wholesale sale of electricity or transmission of electricity in interstate commerce as public utilities. The FPA also gives
FERC jurisdiction to review certain transactions and numerous other activities of public utilities. QFs intend to be exempt from
FERC’s rate regulation under Sections 205 and 206 of the FPA because (i) the QF is 20 MW or smaller or (ii) its sales are
made pursuant to a state regulatory authority’s implementation of PURPA. QFs that do not meet the exemptions would be required
to obtain market-based rate authority from FERC or otherwise make sales pursuant to rates on file with FERC.
Under
Section 205 of the FPA, public utilities are required to obtain FERC’s acceptance of their rate schedules for the wholesale
sale of electricity. With respect to generating companies with market-based rate authorization, FERC has the right to suspend,
revoke or revise that authority and require our sales of energy to be made on a cost-of-service basis if FERC subsequently determines
that we can exercise market power, create barriers to entry, or engage in abusive affiliate transactions. In addition, amongst
other requirements, market-based rate sellers are subject to certain market behavior and market manipulation rules and, if any
of our subsidiaries were deemed to have violated any one of those rules, such subsidiary could be subject to potential disgorgement
of profits associated with the violation and/or suspension or revocation of market-based rate authority, as well as criminal and
civil penalties. If the market-based rate authority for one (or more) of our subsidiaries was revoked or it was not able to obtain
market-based rate authority when necessary, and it was required to sell energy on a cost-of-service basis, it could become subject
to the full accounting, record keeping and reporting requirements of FERC. Even where FERC has granted market-based rate authority,
FERC may impose various market mitigation measures, including price caps, bidding rules and operating restrictions where it determines
that potential market power might exist and that the public interest requires such potential market power to be mitigated. A loss
of, or an inability to obtain, market-based rate authority could have a material adverse impact on our business. We can offer
no assurance that FERC will not revisit its policies at some future time with the effect of limiting market-based rate authority,
regulatory waivers, and blanket authorizations.
In
compliance with Section 215 of the Energy Policy Act of 2005 (“EPAct 2005”), FERC has approved the North American
Electric Reliability Corporation, or “NERC,” as the National Energy Reliability Organization, or “ERO”.
As the ERO, NERC is responsible for the development and enforcement of mandatory reliability standards for the wholesale electric
power system. Certain of our subsidiaries may become responsible for complying with the standards in the regions in which we may
operate. NERC also has the ability to assess financial penalties for non-compliance. In addition to complying with NERC requirements,
certain of our subsidiaries may have to comply with the requirements of the regional reliability council for the region in which
that entity is located. Compliance with these reliability standards may require significant additional costs, and noncompliance
could subject us to regulatory enforcement actions, fines, and increased compliance costs.
Public
Utility Holding Company Act of 2005 — PUHCA 2005 provides FERC with certain authority over and access to books and records
of public utility holding companies not otherwise exempt by virtue of their ownership of EWGs, QFs, and Foreign Utility Companies,
as defined in PUHCA 2005. We may be deemed a public utility holding company, but if all or most of our generating facilities have
QF status, are otherwise exempt, or are owned through EWGs, we are exempt from the accounting, record retention, and reporting
requirements of PUHCA 2005.
EPAct
2005 eliminated the limitation on utility ownership of QFs. Over time, this may result in greater utility ownership of QFs and
serve to increase competition with our businesses. EPAct 2005 also extended or established certain renewable energy incentives
and tax credits which might be helpful to expand our businesses or for new development.
Public
Utility Regulatory Policies Act — PURPA was passed in 1978 in large part to promote increased energy efficiency and development
of independent power producers. PURPA created QFs to further both goals, and FERC is primarily charged with administering PURPA
as it applies to QFs. FERC has promulgated regulations that exempt QFs from compliance with certain provisions of the FPA, PUHCA
2005, and certain state laws regulating the rates charged by, or the financial and organizational activities of, electric utilities.
The exemptions afforded by PURPA to QFs from regulation under the FPA and most aspects of state electric utility regulation are
of great importance to us and our competitors in the WtE and independent power industries.
PURPA
also initially included a requirement that utilities must buy and sell power to QFs. Among other things, EPAct 2005 eliminated
the obligation imposed on utilities to purchase power from QFs at an avoided cost rate where the QF has non-discriminatory access
to wholesale energy markets having certain characteristics, including nondiscriminatory transmission and interconnection services.
In addition, FERC has established a regulatory presumption that QFs with a capacity greater than 20 MW have non-discriminatory
access to wholesale energy markets in most geographic regions in which we operate. As a result, many of our development projects
must rely on competitive energy markets rather than PURPA’s historic avoided cost rates in establishing and maintaining
their viability. Existing contracts entered into under PURPA are not impacted, but as these contracts expire, a significant and
increasing portion of our electricity output will be sold at rates determined through our participation in competitive energy
markets.
Recent
Policy Debate Regarding Climate Change and Renewable Energy
The
public and political debate over GHG emissions (principally CO2 and methane) and their contribution to climate change
continues both internationally and domestically. Any resulting regulations could in the future affect our business. WtE is internationally
recognized as creating net reductions in GHG emissions and is otherwise environmentally beneficial, because it:
● |
avoids
CO2 emissions from fossil fuel power plants; |
|
|
● |
avoids
methane emissions from landfills; and |
|
|
● |
avoids
GHG emissions from mining and processing metal because it recovers and recycles scrap metals from waste. |
In
addition, WtE facilities are a domestic source of energy, preserve land, and are typically located close to the source of the
waste and thus typically reduce fossil fuel consumption and air emissions associated with long-haul transportation of waste to
landfills.
For
policy makers at the local level who make decisions on sustainable waste management alternatives, we believe that using WtE instead
of landfilling will result in significantly lower net GHG emissions, while also introducing more control over the cost of waste
management and supply of local electrical power. We are actively engaged in encouraging policy makers at state and federal levels
to enact legislation that supports WtE as a superior choice for communities to avoid both the environmental harm caused by landfilling
waste, and reduce local reliance on fossil fuels as a source of energy.
Many
of these same policy considerations apply equally to other renewable technologies, especially with respect to our intended business.
The extent to which such potential legislation and policy initiatives will affect our business will depend in part on whether
WtE and our other renewable technologies are included within the range of clean technologies that could benefit from such legislation.
In
the absence of new legislative efforts, EPA is continuing to move forward with its regulation of GHGs under the Clean Air Act
(“CAA”). In 2011, GHG emissions became subject to the Prevention of Significant Deterioration (“PSD”)
and Title V programs of the CAA. While the inclusion of GHGs under the Title V program does not introduce new requirements for
existing facilities other than additional reporting requirements, the inclusion of GHGs under PSD will impact new facilities.
In 2013, EPA re-proposed GHG performance standards for new power plants. The newly proposed rule does not apply to biomass or
MWC units and the rule has not been finalized. EPA is also on a timeline to propose rules for existing power plants in 2014. We
cannot predict at this time the potential impact to our business of EPA’s regulatory initiatives under the CAA, or whether
EPA’s regulation will be impacted or superseded by any future climate change legislation. We continue to closely follow
developments in this area.
While
the political discussion in Congress, as well as at the state and regional levels, has not been aimed specifically at waste or
WtE businesses, regulatory initiatives developed to date have been broad in scope and designed generally to promote renewable
energy, develop a certified GHG inventory, and ultimately reduce GHG emissions.
Other
Regulations
Many
countries have expansive systems for the regulation of its energy business. These generally include provisions relating to ownership,
licensing, rate setting and financing of generation and transmission facilities.
We
provide waste and energy services through environmentally-protective project designs, regardless of the location of a particular
project. Compliance with environmental standards comparable to those of the United States are often conditions to credit agreements
by multilateral banking agencies, as well as other lenders or credit providers. The laws of various countries include pervasive
regulation of emissions into the environment and provide governmental entities with the authority to impose sanctions for violations,
although these requirements are generally different from those applicable in the United States. See Item 1A. Risk Factors —
Exposure to international economic and political factors may materially and adversely affect our international businesses and
— Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations.
International
Climate Change Policies
Certain
international markets in which we are proposing WtE projects have recently adopted regulatory or policy frameworks that encourage
WtE projects as important components of GHG emission reduction strategies, as well as waste management planning and practice.
The
European Union
The
European Union has adopted regulations that require member states to reduce the utilization of and reliance upon landfill disposal.
The legislation emanating from the European Union is primarily in the form of “Directives,” which are binding on the
member states but must be transposed through national enabling legislation to implement their practical requirements, a process
which can result in significant variance between the legislative schemes introduced by member states. Certain Directives notably
affect the regulation of WtE facilities across the European Union. These include (1) Directive 96/61/EC concerning integrated
pollution prevention and control (known as the “IPPC Directive”) which governs emissions to air, land and water from
certain large industrial installations (amended several times and is now consolidated in Directive 2008/1/EC), (2) Directive 1999/31/EC
concerning the landfill of waste (known as the “Landfill Directive”) which imposes operational and technical controls
on landfills and restricts, on a reducing scale, the amount of biodegradable municipal waste which member states may dispose of
to landfill, (3) Directive 2008/98/EC on waste (known as the revised “Waste Framework Directive”) which enshrines
the waste hierarchy to divert waste from landfill and underpins a preference for efficient energy-from-waste for the recovery
of value from residual wastes, and (4) Directive 2000/76/EC concerning the incineration of waste (known as the “Waste Incineration
Directive” or “WID”), which imposes limits on emissions to air or water from the incineration and co-incineration
of waste. Effective January 2014, the IPPC Directive and the WID will be merged, consolidated and replaced by Directive 2010/EU
(the “Industrial Emissions Directive”).
Employee
Health and Welfare
We
are subject to numerous regulations enacted to protect and promote worker health and welfare through the implementation and enforcement
of standards designed to prevent illness, injury and death in the workplace. The primary law relating to employee health and welfare
applicable to our business in the United States is the Occupational Safety and Health Act of 1970 (“OSHA”), which
establishes certain employer responsibilities including maintenance of a workplace free of recognized hazards likely to cause
illness, death or serious injury, compliance with standards promulgated by OSHA, and assorted reporting and record keeping obligations,
as well as disclosure and procedural requirements. Various OSHA standards apply to certain aspects of our intended operations.
Employee
health and welfare laws governing our business in foreign jurisdictions include the Workplace Health and Safety Directive and
the Directive concerning ionizing radiation in the European Union, and various provisions of the Canada Labour Code and related
regulations in Canada.
EMPLOYEES
As
of November 30, 2015, we had seven employees; our Chairman and Chief Executive Officer, a Director of Business Development &
Strategy, and an accountant are part of BioPower. G3P has four full-time employees consisting of engineers, waste management professionals
and a strategic manager. We also use various consultants, strategic alliance partners, joint venture partners and advisors. We
also have project development partners who have employees throughout the world. We intend to hire additional employees for project
development and to manage and staff our operations as we raise capital and complete specific milestones that would require these
employees. A special purpose entity is formed for each project and will hire their own employees and staff for facility operations.
We presently rely on present management, partners, consultants and advisors to direct our business.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration.
G3P
has an exclusive global license agreement to deploy the licensed gasification technology. We have to pay up to $10,000,000 for
these rights through the payment of a license fee earned from revenues in each project. We also pay our Licensor royalties on
revenues produced from utilizing the technology in projects. This license fee reduces the $10,000,000 until paid. Once the full
payment is made, G3P will own all rights to the technology with no further royalties due to the Licensor. The Company
will continue to charge license fees and royalties for each project built, if the Company owns less than 100% of the project.
Estimate
of the amount spent during each of the last two fiscal years on research and development activities, and if applicable, the extent
to which the cost of such activities is borne directly by customers
We
have not undertaken any substantive R&D activities, nor do we intend to have substantial R&D activities. Our intention
is to have third parties who license the products provide R&D services necessary for use in their commercial application.
We have licensed technologies which require testing procedures for the validation for commercialization of the products. During
these testing procedures, we may discover improvements or breakthroughs that can lead to further advances of the existing technology.
We will always strive to improve our licensed products as we utilize them for various commercial applications.
Costs
and effects of compliance with environmental laws (foreign, federal, state and local)
While
we anticipate costs for compliance with environmental laws, which will typically be for licensing or permitting operations, these
are part of the normal and customary costs for every waste to energy operation. These costs generally vary by state, are not significant
as relates to the total project cost, and are part of the business model costs for each facility.
FTZ
Energy Exchange Corporation
FTZ
Energy Exchange Corporation was incorporated on May 14, 2012 as a wholly-owned subsidiary of BioPower to launch an energy exchange.
FTZ will require funding to launch an energy exchange. If waste to energy facilities are up and running, electricity and diesel
fuels may be produced. At that time, the Board will revisit the proponents of having an energy exchange. There can be no assurance
such funding will ever be achieved or that the energy exchange will ever be launched.
The
Company and its subsidiaries, have never declared bankruptcy, have never been in receivership, and have never been involved in
any legal action or proceedings.
Neither
the Company nor its subsidiaries, nor our officers, directors, promoters or affiliates, has had preliminary contact or discussions
with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any
business or company regarding the possibility of an acquisition or merger. Since incorporation, we have not made any material
purchase or sale of assets outside the ordinary course of business.
We
are not a blank check registrant as that term is defined in Rule 419(a) (2) of Regulation C of the Securities Act of 1933, since
we have a specific business plan or purpose.
ITEM
1A. RISK FACTORS
An
investment in our securities should be considered highly speculative due to various factors, including the nature of our business
and the present stage of our development. An investment in our securities should only be undertaken by persons who have sufficient
financial resources to afford the total loss of their investment. In addition to the usual risks associated with investment in
a business, you should carefully consider the following known material risk factors described below and all other information
contained in this report before deciding to invest in our Common Stock.
The
following risk factors could have a material adverse effect on our business, financial condition and results of operations.
Risks
Relating to our Business
We
are subject to a going concern opinion from our independent auditors.
Our
independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for
the period ended November 30, 2015, relative to our ability to continue as a going concern. We had a working capital deficit of
($3,911,967) and we have an accumulated deficit accumulated of ($7,891,546), as at November 30, 2015. Because our auditors have
issued a going concern opinion, it means there is substantial uncertainty we will continue operations in which case you could
lose your investment. The financial statements do not include any adjustments that might result from the uncertainty about our
ability to continue our business. As such we may have to cease operations and investors could lose their entire investment.
We
have had no operations to date and have earned no operating revenues to date.
We
have had no operations to date and no operating revenues. We expect to incur losses in the coming fiscal year, and possibly beyond,
due to significant costs associated with our business and project development activities. There can be no assurance that we will
be able to successfully implement our business plan, or that our business or project development activities will ever lead to
us generating sufficient revenues to fund our continuing operations or that we will ever generate positive cash flow from our
operations. Further, we can give no assurance that we will attain or thereafter sustain profitability in any future period. Since
our resources are presently very limited, insufficient future revenues would result in termination of our operations, as we cannot
sustain unprofitable operations unless additional equity or debt financing is obtained.
We
have had no operations to date, and are competing with well-established companies in our business sector, and may never achieve
profitability.
To
date the Company has been focused on raising money and business and project development activities. We are faced with all of the
risks associated with a company in the early stages of development. Our business is subject to numerous risks associated with
a relatively new, undercapitalized company engaged in our business sector. Such risks include, but are not limited to, competition
from well-established and well-capitalized companies and unanticipated difficulties regarding the marketing and sale of our products.
There can be no assurance that we will ever generate significant commercial sales or achieve profitability. Should this be the
case, our common stock could become worthless and investors in our common stock or other securities could lose their entire investment.
We
need to obtain a significant amount of debt and/or equity capital to commence waste to energy projects, build significant facilities
and operate the facilities, which we may not be able to obtain on acceptable terms or at all.
We
will require additional capital to fund our business and project development plan. We may also encounter unforeseen costs that
could also require us to seek additional capital. As a result, we expect to seek to raise additional debt and/or equity funding.
The full and timely development and implementation of our business plan and growth strategy will require significant additional
resources, and we may not be able to obtain the funding necessary to implement our growth strategy on acceptable terms or at all.
An inability to obtain such funding would prevent us from continuing business development. Furthermore, our business strategy
may not produce revenues even if successfully funded. We have not yet identified the sources for the additional financing we require
and we do not have commitments from any third parties to provide this financing. We might not succeed, therefore, in raising additional
equity capital or in negotiating and obtaining additional and acceptable financing. Our ability to obtain additional capital will
also depend on market conditions, national and global economies and other factors beyond our control. We might not be able to
obtain required working capital, the need for which is substantial given our business and development plan. The terms of any future
debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.
We
have limited financial and management resources to pursue our growth strategy.
Our
growth strategy may place a significant strain on our management, operational and financial resources. We have negative cash flow
from our development stage activities and continue to seek additional capital. We will have to obtain additional capital either
through debt or equity financing to continue our business and development plan. There can be no assurance, however, that we will
be able to obtain such financing on terms acceptable to our company.
If
we raise additional funds through the issuance of equity or convertible securities, these new securities may contain certain rights,
preferences or privileges that are senior to those of our common shares. Additionally, the percentage of ownership of our company
held by existing shareholders will be reduced.
Weakness
in the economy may have an adverse effect on our revenue, cash flow and our ability to grow our business.
Our
business is directly affected by economic slowdowns and general reduction in demand for goods and services. A weak economy generally
results in reduced overall demand for waste disposal, recyclables, electricity and fuel production. Under such conditions, the
pricing we are able to charge for our waste management services, and for our energy and recycled materials, may decline and/or
experience increased volatility. In addition, many of our potential customers are municipalities and government agencies which
may be adversely affected in an economic downturn due to reduced tax and other revenues. Consequently some of these entities could
be unable to pay adequate amounts or sign contracts for waste disposal.
Furthermore,
lower prices for waste disposal and energy production, particularly in the absence of energy policies which encourage renewable
technologies such as WtE, may also make it more difficult for us to sell waste and energy services at prices sufficient to allow
us to develop new projects. These factors could have a material adverse effect on profitability and cash flow.
Exposure
to energy, waste disposal, recyclables and commodity prices may affect our results of operations.
Some
of the electricity and steam we intend to sell, synthetic fuels and recyclables, are subject to market price volatility. Changes
in the market prices for electricity and steam in particular can be affected by changes in natural gas prices, weather conditions
and other market variables, while recyclable prices are affected by general economic conditions and global demand for construction,
goods and services. Volatility with respect to all of these revenues could adversely impact our business. We may not be successful
in our efforts to mitigate our exposure to price swings relating to these potential revenue streams.
We
may experience volatility in the market prices and availability of equipment we purchase, such as gasifiers and Fischer Tropsch
process equipment. Any price increase, delivery disruption or reduction in the availability of such supplies could affect our
ability to compete for W-t-E projects. We may not be successful in our efforts to mitigate our exposure to supply and price swings
for equipment.
We
cannot predict the impact of these risks on our business or operations. One or more of these risks, if they were to occur, could
have an adverse effect on our intended cash flows and results of operations.
Compliance
with environmental laws, including changes to such laws, could adversely affect our results of operations.
Our
business is subject to extensive environmental regulation by federal, state, local and foreign authorities, primarily relating
to air, waste (including residual ash) and water. Costs of compliance with federal, state, local and foreign existing and future
environmental regulations could adversely affect our intended cash flow and profitability. If our business fails to comply with
these regulations, we could be subject to civil or criminal liability, damages and fines.
In
addition, lawsuits or enforcement actions by federal, state, local and/or foreign regulatory agencies may materially increase
our costs. Stricter environmental regulation of air emissions, solid waste handling and residual ash handling and disposal could
materially affect our cash flow and profitability. Certain environmental laws make us potentially liable on a joint and several
basis for the remediation of contamination at or emanating from properties or facilities we may own, operate or properties to
which we arranged for the disposal of hazardous substances. Such liability is not limited to the cleanup of contamination we actually
caused. We cannot provide any assurance that we will not incur liability relating to the remediation of contamination, including
contamination we did not cause. For additional information on environmental regulation,
see
Item 1. Business - Regulation of Business.
Existing
environmental laws and regulations have been and could be revised or reinterpreted, and future changes in environmental laws and
regulations are expected to occur. This may materially increase the amount we must invest to bring our intended facilities into
compliance, impose additional expense on our operations, limit our ability to operate at capacity, or at all.
Changes
in public policies and legislative initiatives could materially affect our business and prospects.
There
has been substantial debate recently in the United States and abroad in the context of environmental and energy policies affecting
climate change, the outcome of which could have a positive or negative influence on our project developments and our prospects
for growing our business. Congress has considered proposed legislation which is designed to increase the proportion of the nation’s
electricity that is generated from technologies considered “clean” or “renewable”, through mandatory generation
levels, tax incentives, and other means. Congress has also considered enacting legislation which sets declining limits on greenhouse
gas emissions, and requires generators to purchase rights to emit in excess of such limits, and allows such rights to be traded.
For those sources of greenhouse gas emissions that are unable to meet the required limitations, such legislation could impose
substantial financial burdens. Our business and future prospects could be adversely affected if renewable technologies we use
were not included among those technologies identified in any final law as being clean or renewable or greenhouse gas reducing,
and therefore not entitled to the benefits of such laws.
Dislocations
in credit and capital markets and increased capital constraints on banks may make it difficult for us to borrow money or raise
capital needed to finance the development and construction of new projects.
Our
business is capital intensive and typically projects are funded through equity from investors coupled with borrowed money from
project lenders to pay for the cost to construct facilities. Dislocations in the credit markets, including for project debt, and
increased capital constraints on banks, have resulted in less credit being made available by banks and other lending institutions,
and/or borrowing terms that are less favorable than has historically been the case. As a result, we may not be able to obtain
financing for new facilities on terms, and/or for a cost, that we find acceptable, which may make it more difficult to finance
new projects to be developed.
Prolonged
instability or worsening of the credit or capital markets may adversely affect our ability to obtain debt on favorable terms,
or at all. Such circumstances could adversely affect our intended project development business, financial condition, and/or the
share price of our common stock.
Our
reputation could be adversely affected if we are unable to operate our intended projects in compliance with laws, or if our efforts
to grow our project development results in adverse publicity.
If
we encounter regulatory compliance issues in the course of operating our projects to be developed, we may experience adverse publicity,
which may intensify if such non-compliance results in civil or criminal liability. This adverse publicity may harm our reputation,
and result in difficulties in developing new projects.
With
respect to our efforts to grow our project developments business globally, we sometimes experience opposition from advocacy groups
or others intended to halt our development or on-going business. Such opposition is often intended to discourage third parties
from doing business with us and may be based on misleading, inaccurate, incomplete or inflammatory assertions. Our reputation
may be adversely affected as a result of adverse publicity resulting from such opposition. Such damage to our reputation could
adversely affect our ability to grow our business.
Changes
in technology may have a material adverse effect on our business.
Our
company and others have recognized the value of the traditional waste stream as a potential resource. Research and development
activities are ongoing to provide alternative and more efficient technologies to manage waste produce or extract by-products from
waste, or to produce power or fuels. We and many other companies are pursuing these technologies, and capital is being invested
to find new approaches to waste management, waste treatment, renewable power generation and the production of renewable fuels.
It is possible that this deployment of capital may lead to advances in these or other technologies which will reduce the cost
of waste management, power production or renewable fuel production to a level below our intended costs and/or provide new or alternative
methods of waste management or energy generation that become more accepted than those we intend to utilize. Unless we are able
to participate in these advances, any of these changes could have a material adverse effect on our intended revenues and profitability.
Development
and construction of new projects and expansions may not commence as anticipated, or at all.
The
development and construction of new WtE facilities involves many risks including:
● |
the
lack of financing for intended projects; |
|
|
● |
the
inaccuracy of our assumptions with respect to the cost of and schedule for completing construction; |
|
|
● |
difficulty,
delays or inability to obtain financing for a project on acceptable terms; |
|
|
● |
delays
in deliveries of, or increases in the prices of, equipment sourced from other countries; |
|
|
● |
the
unavailability of sufficient quantities of waste or other fuels for startup; |
|
|
● |
permitting
and other regulatory issues, license revocation and changes in legal requirements; |
|
|
● |
labor
disputes and work stoppages; |
|
|
● |
unforeseen
engineering and environmental problems; |
|
|
● |
unanticipated
cost overruns; and |
|
|
● |
weather
interferences and catastrophic events including fires, explosions, earthquakes, droughts, pandemics and acts of terrorism.
|
In
addition, new facilities have no operating history. A new facility may be unable to fund principal and interest payments under
its debt service obligations or may operate at a loss. In certain situations, if a facility fails to achieve commercial operation,
at certain levels or at all, termination rights in the agreements governing the facilities financing may be triggered, rendering
all of the facility’s debt immediately due and payable. As a result, the facility may be rendered insolvent and we may lose
our interest in the facility.
Construction
activities may cost more and take longer than we estimate.
The
design and construction of new projects requires us to contract for services from engineering and construction firms, and make
substantial purchases of equipment and other components that require large quantities of steel to fabricate. If worldwide demand
for new infrastructure spending, including energy generating facilities and waste management facilities, increases, then prices
for building materials such as steel, may also rise sharply. In addition, this increased demand would affect not only the cost
of obtaining the services necessary to design and construct these facilities, but also the availability of quality firms to perform
the services. These conditions may adversely affect our ability to successfully compete for new projects, or construct and complete
such projects on time and within budget.
Exposure
to foreign currency fluctuations may affect our results from operations or construction costs of facilities we develop in international
markets.
We
have sought to participate in projects where the host country has allowed the convertibility of its currency into U.S. dollars
and repatriation of earnings, capital and profits subject to compliance with local regulatory requirements. As and if we grow
our business in other countries and enter new international markets, we expect to invest substantial amounts in foreign currencies
to pay for the construction costs of facilities we develop, or for the cost to acquire existing businesses or assets. Currency
volatility in those markets, as well as the effectiveness of any currency hedging strategies we may implement, may impact the
amount we are required to invest in new projects, as well as our reported results.
Our
businesses generate their revenue primarily under long-term contracts and must avoid defaults under those contracts in order to
service their debt and avoid material liability to contract counterparties.
We
must satisfy performance and other obligations under contracts governing WtE facilities. These contracts typically require us
to meet certain performance criteria relating to amounts of waste processed, energy generation rates per ton of waste processed,
gallons of renewable fuel produced, residue quantity and environmental standards. Our failure to satisfy these criteria may subject
us to termination of operating contracts. If such a termination were to occur, we would lose the cash flow related to the projects
and incur material termination damage liability. In circumstances where the contract has been terminated due to our default, we
may not have sufficient sources of cash to pay such damages. We cannot assure you that we will be able to continue to perform
our respective obligations under such contracts in order to avoid such contract terminations, or damages related to any such contract
termination, or that if we could not avoid such terminations that we would have the cash resources to pay amounts that may then
become due.
Our
businesses depend on performance by third parties under contractual arrangements.
Our
waste and energy services businesses depend on a limited number of third parties to, among other things, purchase the electric
and steam energy produced or renewable fuels produced by our future facilities, supply and deliver the waste and other goods and
services necessary for the operation of our future facilities. The viability of our future facilities depends significantly upon
the performance by third parties in accordance with long-term contracts, and such performance depends on factors which may be
beyond our control. If those third parties do not perform their obligations, or are excused from performing their obligations
because of nonperformance by our waste and energy services businesses or other parties to the contracts, or due to force majeure
events or changes in laws or regulations, our businesses may not be able to secure alternate arrangements on substantially the
same terms, if at all, for the services provided under the contracts. In addition, the bankruptcy or insolvency of a participant
or third party in our facilities could result in nonpayment or nonperformance of that party’s obligations to us. Many of
these third parties are municipalities and public authorities. The economic slowdown and disruptions in credit markets have strained
resources of these entities generally, and could make it difficult for these entities to honor their obligations to us.
With
our initial contracts to receive tipping fees for waste brought to our facilities, sell electricity or renewable fuels for intended
projects and the sale of recyclables, we expect to have exposure to market risk, and therefore revenue fluctuations, in energy
markets in waste markets. Consequently, we may enter into futures, forward contracts, swaps or options with financial institutions
to hedge our exposure to market risk in energy markets. We can provide no assurances as to the financial stability or viability
of these financial and other institutions.
Concentration
of suppliers and customers may expose us to heightened financial exposure.
Our
waste and energy services businesses often rely on single suppliers and single customers at our facilities, exposing such facilities
to financial risks if any supplier or customer should fail to perform its obligations.
For
example, our businesses may often rely on a single supplier to provide the waste required to operate a facility and on a single
customer or a few customers to purchase all or a significant portion of a facility’s output. The financial performance of
these facilities depends on such customers and suppliers continuing to perform their obligations under their long-term agreements.
A facility’s financial results could be materially and adversely affected if any one customer or supplier fails to fulfill
its contractual obligations and we are unable to find other customers or suppliers to produce the same level of profitability.
We cannot assure you that such performance failures by third parties will not occur or that if they do occur, such failures will
not adversely affect the cash flows or profitability of our businesses.
In
addition, we rely on municipal clients as a source of waste as our feedstock and for the revenue from the fees for waste services
we provide. Because our contracts with municipal clients are generally long-term, we may be adversely affected if the credit quality
of one or more of our municipal clients were to decline materially.
Exposure
to international economic and political factors may materially and adversely affect our international businesses.
Our
international project development operations expose us to political, legal, tax, currency, inflation, convertibility and repatriation
risks, as well as potential constraints on the development and operation of potential business, any of which can limit the benefits
to us of an international project.
The
financing, development and operation of projects outside the United States can entail significant political and financial risks,
which vary by country, including:
● |
changes
in law or regulations; |
|
|
● |
changes
in electricity pricing; |
|
|
● |
changes
in foreign tax laws and regulations; |
|
|
● |
changes
in United States federal, state and local laws, including tax laws, related to foreign operations; |
|
|
● |
compliance
with United States federal, state and local foreign corrupt practices laws; |
|
|
● |
changes
in government policies or personnel; |
|
|
● |
changes
in general economic conditions affecting each country, including conditions in financial markets; |
|
|
● |
changes
in labor relations in operations outside the United States; |
|
|
● |
political,
economic or military instability and civil unrest; |
|
|
● |
expropriation
and confiscation of assets and facilities; and |
|
|
● |
credit
quality of entities that purchase our power. |
The
legal and financial environment in foreign countries in which we currently are developing projects could also make it more difficult
for us to enforce our rights under agreements relating to such projects.
Any
or all of the risks identified above with respect to our potential international projects could adversely affect our profitability
and cash generation. As a result, these risks may have a material adverse effect on our business, consolidated financial condition
and results of operations.
Our
reputation could be adversely affected if our businesses, or third parties with whom we have a relationship, were to fail to comply
with United States or foreign anti-corruption laws or regulations.
Many
of our project development activities may be conducted in countries where corruption has historically penetrated the economy to
a greater extent than in the United States. It is our policy to comply, and to require our local partners and those with whom
we do business to comply, with all applicable anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, and with applicable
local laws of the foreign countries in which we operate. Our reputation may be adversely affected if we were reported to be associated
with corrupt practices or if we or our local partners failed to comply with such laws. Such damage to our reputation could adversely
affect our ability to grow our business.
Failure
to obtain regulatory approvals could adversely affect our operations.
Our
waste-to-energy projects will subject to obtaining federal, state, local and foreign approvals required to permit and operate
our intended facilities. While we believe our projects will obtain all necessary permits and operating approvals, we may not always
be able to obtain all required regulatory approvals. If there is a delay in obtaining any required regulatory approvals the projects
may be delayed or may never be permitted.
The
energy industry is becoming increasingly competitive, and we might not successfully respond to these changes.
We
may not be able to respond in a timely or effective manner to the changes resulting in increased competition in the energy industry
in global markets. These changes may include deregulation of the electric utility industry in some markets, privatization of the
electric utility industry in other markets, reduction in the prices of renewable fuel and increasing competition in all markets.
To the extent competitive pressures increase and the pricing and sale of electricity and renewable fuels assumes more characteristics
of a commodity business, the economics of our business may be subject to greater volatility.
Changes
in climate conditions could materially affect our business and prospects.
Significant
changes in weather patterns and volatility could have a positive or negative influence on our prospects for growing our business.
Such changes may cause episodic events (such as floods or storms) that are difficult to predict or prepare for, or longer-term
trends (such as droughts or sea-level rise). These or other meteorological changes could lead to increased operating costs, capital
expenses, disruptions in facility operations or supply chains, changes in waste generation and interruptions in waste deliveries
and changes in energy pricing, among other effects for our intended facilities.
We
cannot assure you that our cash flow from operations from projects to be built will be sufficient to service our cash flow needs,
which could have a material adverse effect on our financial condition.
Our
ability for the project to meet our obligations under our indebtedness depends on our ability to receive revenues from the future
projects. This, in turn, is subject to many factors, some of which are beyond our control, including the following:
● |
the
start-up of new facilities; |
|
|
● |
market
conditions affecting waste disposal and energy pricing, as well as competition from other companies for contracts; |
|
|
● |
general
economic, financial, competitive, legislative, regulatory and other factors. |
We
cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us,
in an amount sufficient to enable us to meet our payment obligations and to fund other liquidity needs. If we are not able to
generate sufficient cash flow, we may need to raise additional capital. If we are unable to implement one or more of these alternatives,
we may not be able to meet our payment obligations under our outstanding indebtedness, which could have a material and adverse
effect on our financial condition.
We
do not have a traditional credit facility with a financial institution. This absence may adversely impact our operations.
We
do not have a traditional credit facility with a financial institution, such as a working line of credit. The absence of a facility
could adversely impact our operations, as it may constrain our ability to have the working capital for the operations of our businesses.
If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate portions of our project development
efforts. Without credit facilities, the Company could be forced to cease operations and investors in our common stock or other
securities could lose their entire investment.
Security
breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise information
belonging to us and our customers, suppliers or employees, and expose us to liability that could adversely impact our business
and reputation.
In
the ordinary course of business, we rely on information technology networks and systems to process, transmit and store electronic
information, and to manage or support a variety of business processes and activities. Despite security measures and business continuity
plans, interruptions and breaches of computer and communications systems, including computer viruses, “hacking” and
“cyber-attacks,” power outages, telecommunication or utility facilities, system failures, natural disasters or other
catastrophic events that could impair our ability to conduct business and communicate internally and with our customers, or result
in the theft of trade secrets or other misappropriation of assets, or otherwise compromise privacy of sensitive information belonging
to us, our customers or other business partners. Any such events could result in legal claims or proceedings, liability or penalties
under privacy laws, disruption in operations, and damage to our reputation, which could adversely affect our business.
Our
insurance and contractual protections may not always cover lost revenues, increased expenses or contractual liabilities.
Although
each of our projects will maintain insurance, obtain warranties from vendors, require contractors to meet certain performance
levels and, in some cases, pass risks we cannot control to the service recipient or output purchaser, the proceeds of such insurance,
warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenues, increased expenses
or contractual liabilities.
We
depend on our senior management and key personnel and we may have difficulty attracting and retaining qualified professionals.
Our
future operating results depend to a large extent upon the continued contributions of key senior managers and personnel. In addition,
we are dependent on our ability to attract, train, retain and motivate highly skilled employees. However, there is significant
competition for employees with the requisite level of experience and qualifications. If we cannot attract, train, retain and motivate
qualified personnel, we may be unable to compete effectively and our growth may be limited, which could have a material adverse
effect on our business, results of operations, financial condition and prospects.
Our
controls and procedures may not prevent or detect all errors or acts of fraud.
Our
management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures
or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls
relative to their costs. Inherent limitations within a control system include 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 an unauthorized override of the controls. While
the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design
is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable,
may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective
control system, misstatements due to error or fraud may occur and may not be prevented or detected.
Changes
in generally accepted accounting principles could have an adverse effect on our business, financial condition, cash flows, revenue
and results of operations.
We
are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance.
Based on our reading and interpretations of relevant guidance, principles or concepts issued by, among other authorities, the
American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the United States Securities
and Exchange Commission, our management believes that our current contract terms and business arrangements have been properly
reported. However, there continue to be issued interpretations and guidance for applying the relevant standards to a wide range
of contract terms and business arrangements that are prevalent in the industries in which we operate. Future interpretations or
changes by the regulators of existing accounting standards or changes in our business practices could result in future changes
in our revenue recognition and/or other accounting policies and practices that could have a material adverse effect on our business,
financial condition, cash flows, revenue and results of operations.
Failure
to maintain an effective system of internal control over financial reporting may have an adverse effect on our stock price.
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by the Securities and Exchange Commission
to implement Section 404, we are required to furnish a report by our management to include in our annual report on Form 10-K regarding
the effectiveness of our internal control over financial reporting. The report includes, among other things, an assessment of
the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as
to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material
weaknesses in our internal control over financial reporting identified by management.
We
have in the past discovered, and may potentially in the future discover, areas of internal control over financial reporting which
may require improvement. If we are unable to assert that our internal control over financial reporting is effective now or in
any future period, or if our independent auditors are unable to express an opinion on the effectiveness of our internal controls,
we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect
on our stock price.
The
Company is controlled by its officers and directors and new investors will not have any voice in our management, which could result
in decisions adverse to them.
Our
directors and officers collectively own or have the right to vote approximately 48.5% of our outstanding Common Shares. In addition,
on January 28, 2011, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series
A Preferred Stock. The Certificate was approved by the Board and did not require shareholder vote. The Certificate created a new
class of preferred stock known as Series A Preferred Stock. There is one share designated as Series A Preferred Stock. One share
of Series A Preferred Stock is entitled to 50.1% of the outstanding votes on all shareholder voting matters. Series A Preferred
Stock has no dividend rights and no rights upon a liquidation event. On January 31, 2011, the Company issued one share of Series
A Preferred Stock to China Energy Partners, LLC, an entity controlled by Mr. Robert Kohn, our Chief Executive Officer and a Director
and Ms. Bonnie Nelson, a Director, with each owning 50% of that entity. Through this entity, Mr. Kohn and Ms. Nelson are empowered
with supermajority voting rights despite the amount of outstanding voting securities they each own.
As
a result they will have the ability to control substantially all matters submitted to our stockholders for approval including:
|
- |
|
election
of our board of directors; |
|
|
|
|
|
- |
|
removal
of any of our directors; |
|
|
|
|
|
- |
|
amendment
of our Articles of Incorporation or By-laws; and |
|
|
|
|
|
- |
|
adoption
of measures that could delay or prevent a change in control or impede a merger, takeover
or other business combination involving us. |
In
addition, sales of significant amounts of shares held by selling stockholders, or the prospect of these sales, could adversely
affect the market price of our Common Shares. Preferred stock and common stock ownership of our principal stockholders and our
officers and directors may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control
of BioPower, which, in turn, could reduce our stock price or prevent our stockholders from realizing a premium over our stock
price.
Risks
Relating to our Common Shares and the Trading Market
We
may, in the future, issue additional Common Shares which would reduce investors’ percent of ownership and may dilute our
share value.
Our
Articles of Incorporation authorize the issuance of 100,000,000 Common Shares with par value of $0.0001 per share and 10,000 shares
of Preferred Stock with par value of $1.00 per share. The future issuance of our authorized Common Shares and Preferred Stock,
to the extent that it is convertible into shares of common stock, may result in substantial dilution in the percentage of our
Common Shares held by our then existing stockholders. The issuance of Common Shares in the future for cash, future services or
acquisitions or other corporate actions may have the effect of diluting the value of the Common Shares held by our investors,
and might have an adverse effect on any trading market for our Common Shares.
Because
of the early stage of development and the nature of our business, our securities are considered highly speculative.
Our
securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development.
We are seeking to commence a new business in the highly competitive renewable energy industry, and we have yet to establish or
operate our first planned energy crop growing operation. Accordingly, we have not generated any revenues nor have we realized
a profit from our operations to date, and there is little likelihood that we will generate any revenues or realize any profits
in the short to medium term. Any profitability in the future from our business will be dependent upon our successfully implementing
our business plan, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues,
we will have to raise additional monies through the sale of our equity securities or debt in order to undertake our business operations.
There
is no established trading market for our securities and purchasers of our securities may have difficulty selling their shares.
Our
stock began to trade on the OTC QB market February 17, 2012. An active trading market in our securities may not develop or, if
developed, may not be sustained and purchasers of the Common Shares may have difficulty selling their shares should they desire
to do so.
Our
Common Shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited,
which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The
SEC has adopted regulations that generally define a “penny stock” to be any equity security other than a security
excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. For the purposes relevant
to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.
Our
Common Shares will be regarded as a “penny stock”, since our shares aren’t to be listed on a national stock
exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for our shares is less than $5.00
per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC,
to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny
stock held in the customer’s account, and to make a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the transaction. To the extent these requirements may
be applicable they will reduce the level of trading activity in the secondary market for the Common Shares and may severely and
adversely affect the ability of broker-dealers to sell the Common Shares.
United
States securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can
sell the shares offered by this Offering.
Secondary
trading in Common Shares sold in this Offering will not be possible in any state in the U.S.A. unless and until the Common Shares
are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing
in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we
will be successful in registering or qualifying the Common Shares for secondary trading, or identifying an available exemption
for secondary trading in our Common Shares in every state. If we fail to register or qualify, or to obtain or verify an exemption
for the secondary trading of the Common Shares in any particular state, the Common Shares could not be offered or sold to, or
purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in
our Common Shares, the market for the Common Shares could be adversely affected.
We
have not and do not intend to pay any cash dividends on our Common Shares, and consequently our stockholders will not be able
to receive a return on their shares unless they sell them.
We
intend to retain any future earnings to finance the development and expansion of our business. We have not, and do not, anticipate
paying any cash dividends on our Common Shares in the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them.
The
elimination of monetary liability against the Company’s directors, officers and employees under Nevada law and the existence
of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the
Company and may discourage lawsuits against the Company’s directors, officers and employees.
The
Company’s certificate of incorporation contains a specific provision that eliminates the liability of directors for monetary
damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to
its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations
under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company
incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the
Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit
against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation
by the Company’s stockholders against the Company’s directors and officers even though such actions, if successful,
might otherwise benefit the Company and its stockholders.
If
we do not comply with the state regulations in regard to the sale of these securities or find an exemption therefrom there may
be potential limitations on the resale of your stock.
With
few exceptions, every offer or sale of a security must, before it is offered or sold in a state, be registered or exempt from
registration under the securities, or blue sky laws, of the state(s) in which the security is offered and sold. Similarly, every
brokerage firm, every issuer selling its own securities and an individual broker or issuer representative (i.e., finder) engaged
in selling securities in a state, must also be registered in the state, or otherwise exempt from such registration requirements.
Most states securities laws are modeled after the Uniform Securities Act of 1956. To date, approximately 40 states use the Uniform
Securities Act of 1956 as the basis for their state blue sky laws.
However,
although most blue sky laws are modeled after the Uniform Securities Act of 1956 blue sky statutes, they vary widely and there
is very little uniformity among state securities laws. Therefore, it is vital that each state’s statutes and regulations
be reviewed before embarking upon any securities sales activities in a state to determine what is permitted, or not permitted,
in a particular state. While we intend to review the blue sky laws before the distribution of any securities in a particular state,
should we fail to properly register the securities as required by the respective states or find an exemption from registration,
then you may not be able to resell your stock once purchased.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. DESCRIPTION OF PROPERTY
On
June 3, 2013, the Company entered into a new lease agreement with its current landlord. The lease is for a 24 month period, expiring
on May 31, 2015 , and requires monthly base rental payments of $ 4,000 for the period from June 1, 2013 through May 31, 2014 and
$ 4,080 for the period from June 1, 2014 through May 31, 2015 plus adjustments for Common Area Expenses. On May 29, 2015, the
Company amended and extended its current lease for an additional twelve month period, expiring on May 31, 2016, and requires monthly
base rental payments of $4,583. The office space is approximately 2,000 square feet and includes five executive offices, a lunchroom
and conference room.
ITEM
3. LEGAL PROCEEDINGS
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time
to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have
a material adverse effect on our business, financial condition or operating results. We know of no pending proceedings
to which any director, member of senior management, or affiliate is either a party adverse to us.
ITEM
4. MINE SAFETY PROCEDURES.
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
for Our Common Stock
Our
common stock is presently listed on the OTC QB market. On August 1, 2011, the SEC declared our registration statement on form
S-1 effective. We were notified by FINRA on Friday, February 10, 2012, that we were approved to commence trading under the stock
symbol “BOPO”. We commenced trading on Friday, February 17, 2012. There can be no assurance that a market for our
common stock will be sustained. Therefore, purchasers of our shares may be unable to sell their securities, because there may
not be a sustainable public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate
quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their
entire investment.
On
September 7, 2013 we affected a 1 for 5 reverse of our common stock and authorized shares outstanding. Our authorized capital
consists of 100,000,000 common shares, par value $0.0001 per share (“Common Stock”), Holders of our Common Stock are
entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. At March 11, 2016, 50,107,680
shares of our Common Stock are outstanding including 42,107,680 issued and 8,000,000 shares authorized to be issued. Our shares
of Common Stock are held by approximately 224 stockholders of record. The number of record holders was determined from the records
of our transfer agent and NOBO lists.
Notwithstanding,
certain shareholders have each entered into a two year lockup agreement with the Company effectively restricting them from transferring
some or all of their common stock for a period of two years without the prior written consent of the Company, which consent may
be unreasonably withheld. Our officers and directors are subject to a two-year lockup on all of their shares. Subsequent to the
lockup period, the stockholder may sell its common stock every calendar quarter in an amount equal to no more than one percent
(1%) of the Company’s issued and outstanding shares of common stock; provided, however, that the stockholder shall not be
permitted to make any transfer, or portion thereof, that would exceed twenty percent (20%) of the average weekly reported volume
of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation
system of a registered securities association during the calendar week preceding the transfer. Moreover, as per the lockup agreement,
prior to any transfer, the stockholder must first offer its shares of common stock to be sold to the Company and allow the Company
to purchase such shares at a price that is ninety percent (90%) of the average closing price for the Company’s Common Stock,
as reported or quoted on its principal exchange or trading market, for the consecutive five (5) trading days prior to the transfer
notice given to the Company.
Approximately,
31,297,696 shares of common stock are restricted securities as such term is defined under Rule 144 promulgated by the SEC, in
that they were issued or to be issued in private transactions not involving a public offering.
For
the period indicated, the following table sets forth the high and low closing prices per share of common stock. These prices represent
inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
Fiscal Year 2015 | |
High ($) | | |
Low ($) | |
Fourth Quarter | |
| 0.35 | | |
| 0.15 | |
Third Quarter | |
| 0.49 | | |
| 0.10 | |
Second Quarter | |
| 0.35 | | |
| 0.05 | |
First Quarter | |
| 0.35 | | |
| 0.17 | |
Fiscal Year 2014 | |
High ($) | | |
Low ($) | |
Fourth Quarter | |
| 0.21 | | |
| 0.07 | |
Third Quarter | |
| 0.11 | | |
| 0.05 | |
Second Quarter | |
| 0.20 | | |
| 0.08 | |
First Quarter | |
| 0.20 | | |
| 0.11 | |
Dividends
We
have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.
Sale
of Unregistered Securities
On
April 7, 2014, the Company issued 500,000 shares of the Company’s stock as payment for investor relations service at $0.09
per share.
On
October 24, 2014 the Company exchanged common stock shares and Series B Convertible Preferred Stock for 100% of the outstanding
stock of G3P (“G3P Shares”) in a stock for stock tax free exchange transaction. The purchase price (the “Purchase
Price”) paid by BOPO to the Existing Shareholders equals:
(i)
20% of the outstanding Common Stock (“CS”) of BOPO after issuance with a two year lock-up agreement.
(ii)
Series B Convertible Preferred Stock (“PS”), which can be converted up to 50% of the outstanding CS at time of Closing,
October 24, 2014, (approximately 30,000,000 common stock shares) prior to the issuance of the CS contemplated by this Transaction
as determined in Paragraph 4 below.
On
November 28, 2014, the Company issued 500,000 shares of its common stock at $0.20 per share, as payment for consulting services
rendered to a non-management director, in full satisfaction of director’s fees, Chairman of audit committee fees and consulting
fees.
On
November 28, 2014, the Company issued 35,000 shares of its common stock at $0.20 per share, as a bonus for an accountant employee
and a service provider.
In
January 2015, the Company issued 500,000 shares of stock to unrelated third parties for cash totaling $60,000, at a price of $0.12
per share.
On
May 1, 2015 the Company issued 50,000 shares of common stock to a Consultant for services to be provided over a twelve month period,
commencing May 1, 2015. The shares are valued at $2,500. In addition, the Company shall pay to the Consultant a commission to
be determined on a case by case basis for the opportunities accepted by the Company introduced by the Consultant. The shares were
valued at $2,500.
On
July 13, 2015, a third party investor exercised their right and converted 50% of their $30,000 loan into 100,000 common shares
of stock at a price of $0.15.
In
July , 2015, the Company accepted a common stock subscription for 100,000 shares of common stock at $0.15 per
share or $15,000.
On
August 10, 2015 the Company issued 150,000 shares of common stock to a Consultant for services to be provided over a twelve month
period, commencing August 10, 2015. The shares were valued at $73,335. In addition, the Company shall pay to the Consultant a
commission to be determined on a case by case basis for the opportunities accepted by the Company introduced by the Consultant.
On
August 10, 2015, a third party investor exercised his right and converted 50% of a $30,000 loan into 100,000 common shares of
stock at a price of $0.15.
Conversion
Rights of Convertible Preferred Stock:
(i)
Up to fifty percent (50%) maximum of the outstanding CS at October 24, 2014, (approximately 30,000,000 common stock shares).
At
the end of two (2) years, G3P Existing Shareholders have the right to convert the PS into CS on the following basis:
If
BOPO earns $ 0 net cash flow and G3P earns a minimum of $1,000,000 net cash flow then the PS can be converted into 50% of the
CS outstanding on October 24, 2014, and prior to the issuance of the CS in this Transaction; or If BOPO and G3P earn a similar
amount of net cash flow then G3P can convert the PS into 30% of the outstanding CS prior to the issuance of the CS in this Transaction
or a total of 50% of the outstanding shares at Closing including the CS issued at Closing; or
If
G3P earns $-0- net cash flow, then G3P cannot convert the PS but will retain the original 20% of the CS issued at Closing.
G3P
has an option, which can be exercised at the end of two (2) years to wait an additional one year to convert the PS. If G3P exercises
the option to wait up to one more year before converting the PS, then G3P must provide evidence that one project is under construction
or all contracts for the project are executed and funding is in place to commence construction.
On
November 28, 2014, the Company issued 1,373,650 shares of its common stock at a contract conversion price $0.10 per share to an
investor in full satisfaction of notes payable, amounting to $125,000, along with accrued interest of $12,365.
On
November 28, 2014, the Company issued 722,550 shares of its common stock at a contract conversion price of $0.10 per share to
an investor in exchange for the conversion of 50% of their note payable, amounting to $62,500, along with accrued interest of
$9,755.
Securities
authorized for issuance under equity compensation plans
As
of the date of this Annual Report, we do not have any securities authorized for issuance under any equity compensation plans and
we do not have any equity compensation plans.
ITEM
6. SELECTED FINANCIAL DATA
We
are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
SPECIAL
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements
made in this 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe
harbor provisions of Section 27A of the of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities
Exchange Act of 1934. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential”, or “continue” or the negative of these terms or other comparable
terminology. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking
statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ
materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
Unless
the context otherwise requires, The “Company”, “we,” “us,” and “our,” refer to
(i) BioPower Operations Corporation.; (ii) BioPower Corporation (“BC”), Green3Power Holdings
Company and its subsidiaries (“G3P”), Green Oil Plantations Americas Inc. (“Green Oil”), Green
Energy Crops Corporation (“GECC”), Agribopo, Inc., FTZ Exchange LLC and FTZ Energy Corporation,
Overview
From
inception (September 13, 2010) to November 30, 2014, the Company focused on growing biomass crops coupled with the project development
of processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products. We also intended
to utilize licensed patented technology to convert biomass wastes into products and reduce the amount of waste going to landfills.
On October 24, 2014 the Company acquired Green3Power Holdings Company and its wholly-owned subsidiaries (G3P), www.green3power.com,
which intends to design, permit, procure equipment, manage construction, and partially own and operate and maintain Renewable
Waste-to-Energy (WtE) Facilities using their unique turnkey exclusive global license to the gasification technology.
Today,
BioPower and its subsidiaries intend to focus on developing renewable waste-to-energy projects globally by designing, engineering,
permitting, procuring equipment, construction management and operating and maintaining facilities for the conversion of wastes
into electricity and ultra-low sulfur renewable synthetic fuels through exclusively licensed gasification technology. The Company
intends to also provide waste remediation services.
On
August 4, 2015 the St. Lucie County Commissioners approved the contract and its revisions with G3P to build a Renewable Energy
Facility on the St. Lucie County, Florida landfill using the G3P Gasification Technology. The contract provides for a 20 year
waste stream of 1,000 tons per day of municipal solid waste, construction and demolition waste, green waste and tires. The facility
will convert the waste into approximately 60,000 gallons per day of low sulfur renewable synthetic diesel fuel and 20,000 gallons
of Naptha. Vanderweil Engineers and G3P have completed the Site Plan and have submitted the Solid Waste Permit. They are putting
together the necessary documentation for other permit applications. There can be no assurance that G3P will successfully fund
the $228 Million facility.
Our
corporate headquarters are located at 1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida 33334 and our phone number is
(954) 202-6660. Our website can be found at www.biopowercorp.com. The information on our website is not incorporated in this report.
Our
Business
G3Ps
Gasification to Electricity or Renewable Synthetic Fuel Production Facilities
G3P
designs, permits, procures equipment, manages construction, intends to partially own and intends to operate and maintain Gasification
Waste-to-Energy facilities, using our exclusive global licensed thermal gasification technology, an upgrade to present gasification
technology in use around the world for the last 30 years. Combined with our front-end processing system, these gasifiers enable
the company to enhance the thermal output, which could provide an increase in revenues and bottom lines. We intend to produce
energy through the gasification of non-hazardous municipal solid waste (“MSW”) or other wastes including used tires,
tree cuttings, light construction and demolition (C&D) wastes and biomass in our specially designed refuse-derived fuel facilities
which process waste prior to combustion and gasification. Waste is heated to create gases (syngas) which are then combusted into
steam which can be turned into electricity through traditional steam turbines or create a Fischer-Tropsch ultra-low sulfur renewable
synthetic fuel through a Fisher-Tropsch process that has been used for the last ninety years to create synthetic fuels. There
can be no assurance we will ever build our first WtE facility.
To
our knowledge this is the cleanest and most cost effective technology for the conversion of wastes to produce electricity or synthetic
fuels. Utilizing a sorting Facility and an advanced dryer system on the front-end, enables solid wastes, light construction &
demolition wastes, medical, biological, and pharmaceutical wastes, and used tires as feedstock to produce electricity and ultra-low
sulfur renewable synthetic fuels. The front-end drying system is especially helpful in developing countries where there is high
organic content and high moisture content waste. G3P also intends to provide waste remediation services.
Background
On
July 2, 2013, the Company entered into agreements for the first stage of a project to develop a castor plantation and milling
operation in the Republic of Paraguay with offshore entities for the testing and development of a project with up to $10,000,000
in financing upon certification of the castor yield and subject to material adverse events- the TSA Project. As of April 1, 2014,
we received notification of termination of the TSA project due to material and adverse events related to the necessity for building
roads due to extreme flooding conditions and issues associated with clearing of the land.
On
November 13, 2013 we entered into a joint venture agreement and formed MicrobeSynergy, LLC, a 50-50 joint venture for the exclusive
distribution of a cellulosic advanced biofuels technology. We have to meet certain Milestones to maintain exclusivity otherwise
we would have a non-exclusive license. The Company believes that we met Milestone I but we have received notification from our
joint venture partner that we did not meet Milestone 1. As part of our October 24, 2014 transaction below, we sold our interest
in this joint venture.
On
October 24, 2014, BioPower Operations Corporation (the “Company” or “BOPO”) executed a Share Exchange
Agreement (“SEA”) with Green3Power Holdings Company (“G3P”) to acquire G3P
and its wholly-owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”)
and Green3Power International Company, a Nevis Corporation (“G3PI”). Pursuant to the terms thereof, at
Closing (as defined in the Share Exchange Agreement), and following the Closing, G3P, G3P OPS and G3PI
will be wholly-owned subsidiaries of the Company. G3P is a development stage company that is an engineering firm developing
waste-to-energy projects using licensed gasification technology, which can convert wastes to energy including electricity, and
renewable synthetic fuel. G3P designs, procures, constructs, intends to partially own, operate and maintain Gasification
Waste-to-Energy facilities, using their unique exclusively licensed gasification technology, an upgrade to present gasification
technology in use around the world for the last 30 years. G3P also provides waste remediation services.
We
have only generated minimal revenues from business operations. Our auditors have issued a going concern opinion. This means there
is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing
our products to customers. Accordingly, we must raise cash from sources other than revenues generated such as from the proceeds
of loans, sale of common shares and advances from related parties.
Licensed
Technologies
Green3Power
Holdings Company – Exclusive Licensed gasification technology for Waste-to-Energy Conversion
G3P
has an exclusive global License for the use of the technologies and processes for building gasification facilities to convert
wastes into electricity and ultra-low sulfur renewable synthetic fuels. Once the royalties paid for the use of these technologies
equal $10,000,000, G3P will then own 100% of the technologies and processes without any further license fees. The initial
license fees are paid based upon gross revenues of the facilities and their waste conversion operations. The Company will continue
to charge license fees and royalties for each project where we do not own 100% of the project.
PLAN
OF OPERATION
Since
October 24, 2014 the Company has agreed to focus on the development, design, engineering, permitting, construction and operations
and maintenance of its first waste-to-energy facility for the conversion of wastes into electricity and ultra-low sulfur renewable
synthetic fuels utilizing its exclusively licensed gasification technology. The Company intends to also provide waste remediation
services on a global basis.
We
estimate our budgeted project development and operating expenses for the next twelve month period to be as follows:
Project development costs | |
| $
500,000 | (1) |
Operating
Costs | |
| 1,500,000 | |
Total | |
$ | 2,000,000 | |
(1)
To be reimbursed from project funding
We
anticipate that we will be required to raise additional funds through private sales of debt or equity securities of our company,
to fund our operations and execute our business plan. There is no assurance that the financing will be completed on terms advantageous
to us, or at all. If we are not successful in raising additional funding, we may be forced to curtail or cease some of all of
our project development activities and operations.
We
may also encounter unforeseen costs that could also require us to seek additional capital. As a result, we will need to raise
additional debt and/or equity funding. However, no assurance can be given that we will be able to sell any of such securities.
An inability to obtain such funding would prevent us from developing any waste to energy facilities. Our ability to obtain additional
capital also will depend on market conditions, national and global economies and other factors beyond our control. The terms of
any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.
If
we are able to raise the entire $2,000,000 we will have sufficient funds to meet operating costs, and project development costs
for the current fiscal year, and we will be able to implement key aspects of our business plan, including project development
costs for developing waste-to-energy facilities and to provide waste remediation services. We expect these amounts will be sufficient
to initiate and sustain our project development activities for one year.
The
amount and timing of additional funds that might be required cannot be definitively stated at the date of this report and will
be dependent on a variety of factors, including the success of funding the St. Lucie County, Florida waste-to-energy project or
any other first waste to energy project, waste remediation projects and the rate of future expansion that we might plan to undertake.
If we were to determine that additional funds are required, we would be required to raise additional capital either by way of
loans or equity, which, in the case of equity, would be potentially dilutive to existing stockholders. The Company cannot be certain
that we will be able to raise the $2,000,000 for project development and operating costs or any additional capital to fund our
operations or expansion past the current fiscal year.
OUR
CHALLENGES
Our
ability to successfully operate our business and achieve our goals and strategies is subject to numerous challenges and risks
as discussed more fully in the section titled “Risk Factors,” including for example:
|
● |
any
failure to develop our projects and our inability to sufficiently meet our customers’ demands for our products; |
|
|
|
|
● |
any
inability to effectively manage rapid growth; |
|
|
|
|
● |
risks
associated with present and future joint ventures, strategic alliances or acquisitions; |
|
|
|
|
● |
economic,
political, regulatory, legal and foreign risks associated with alternative energy; and, |
|
|
|
|
● |
any
loss of key members of our management. |
You
should read and consider the information set forth in “Risk Factors” and all other information set forth in this filing.
Regulation
The
Company will comply with all U.S.A. and foreign regulations and laws where they apply to our waste-to-energy and waste remediation
businesses including operations, safety and environmental standards.
CONSOLIDATED
RESULTS OF OPERATIONS
The
following analysis reflects the consolidated results of operations of BioPower Operations Corporation and its subsidiaries.
Fiscal
2015 as Compared with Fiscal 2014
2015 | |
BioPower
Operations Corp | | |
BioPower
Corporation | | |
FTZ
Exchange, LLC | | |
Green3Power
Holdings Company and Subsidiaries | | |
Total | |
Revenue, net of costs | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 13,420 | | |
$ | 13,420 | |
Operating expenses | |
$ | (1,050,371 | ) | |
$ | (44,873 | ) | |
$ | - | | |
$ | (864,352 | ) | |
$ | (1,959,596 | ) |
Depreciation and amortization | |
$ | 8,946 | | |
$ | - | | |
$ | - | | |
$ | 269 | | |
$ | 9,215 | |
Other income (expense) | |
$ | (255,897 | ) | |
$ | (72 | ) | |
$ | - | | |
$ | - | | |
$ | (255,969 | ) |
Net income (loss) | |
$ | (1,315,214 | ) | |
$ | (44,945 | ) | |
$ | | | |
$ | (851,201 | ) | |
$ | (2,211,360 | ) |
2014 | |
BioPower
Operations Corp | | |
BioPower
Corporation | | |
FTZ
Exchange, LLC | | |
Green3Power
Holdings Company and Subsidiaries | | |
Total | |
Operating expenses (1) | |
$ | (1,896,728 | ) | |
$ | (81,408 | ) | |
$ | - | | |
$ | (30,526 | ) | |
$ | (2,008,662 | ) |
Depreciation and amortization | |
$ | 12,341 | | |
$ | - | | |
$ | - | | |
| | | |
$ | 12,341 | |
Other income (expense) | |
$ | (191,957 | ) | |
$ | 119,939 | | |
$ | - | | |
| | | |
$ | (72,018 | ) |
Net income (loss) (1) | |
$ | (2,101,026 | ) | |
$ | 38,531 | | |
$ | | | |
$ | (30,526 | ) | |
$ | (2,093,021 | ) |
(1)
Includes acquisition costs of $923,436.
Revenue,
net of costs. The Company reported $29,189 in revenues associated with remediation services, net of related costs of $15,769.
Operating
Expenses and Depreciation. Operating expenses and depreciation for the year ended November 30, 2015, decreased $52,192 (3%) to
$1,968,811 for 2015 as compared to $2,021,003 for the same period in 2014. The table below details the components of operating
expense, as well as the dollar and percentage changes for the year ended November 30.
| |
For
Years Ended November 30, | |
| |
2015 | | |
2014 | | |
$
Change | | |
%
Change | |
Stock based compensation | |
$ | 75,835 | | |
$ | 343,251 | | |
$ | (267,416 | ) | |
| -78 | % |
Wage and wage related costs | |
| 1,583,574 | | |
| 463,769 | | |
| 1,119,805 | | |
| 241 | % |
Acquisition cost | |
| - | | |
| 923,436 | | |
| (923,436 | ) | |
| -100 | % |
Professional fees | |
| 64,501 | | |
| 106,477 | | |
| (41,976 | ) | |
| -40 | % |
Insurance costs | |
| 3,300 | | |
| 4,440 | | |
| (1,140 | ) | |
| -26 | % |
Rent - building and equipment | |
| 54,548 | | |
| 47,158 | | |
| 7,390 | | |
| 16 | % |
Travel and related | |
| 96,167 | | |
| 64,563 | | |
| 31,604 | | |
| 49 | % |
Miscellaneous expenses | |
| 81,671 | | |
| 55,568 | | |
| 26,103 | | |
| 47 | % |
Depreciation
and amortization | |
| 9,215 | | |
| 12,341 | | |
| (3,126 | ) | |
| -25 | % |
Total
Operating Exp. & Depreciation | |
$ | 1,968,811 | | |
$ | 2,021,003 | | |
$ | (52,192 | ) | |
| -3 | % |
Wage
and wage related costs, which includes salaries, commissions, and taxes, increased $1,119,805 (241%) for the year ended November
30, 2015, as compared to the year ended November 30, 2014. This is primarily due to increases in salaries for the two BioPower
officers and addition of the four G3P officers, all are also directors.
Acquisition
cost was $-0- for the year ended November 30, 2015, compared to $923,436 for the year ended November 30, 2014. The cost was incurred
as a result of the acquisition of G3P in 2014.
Professional
fees include legal, accounting, stock transfer agent, SEC filing, banking consulting fees, and general consulting fees. Professional
fees decreased for the year ended November 30, 2015 versus the same period in 2014 by $41,976 (-40%) primarily due to the decrease
of legal fees incurred for a specific project and a decrease in accounting and SEC filing fees.
Insurance
costs in the year ended November 30, 2015, were $3,300 compared to $4,440 for the same period in 2014, a decrease of $1,140 (-26%).
The decrease is attributable to the not having a workers compensation insurance policy in place for 2015.
Rent
expense increased for the year ended November 30, 2015 versus the same period in 2014 by $7,390 (16%) primarily due to the increased
rental rate.
Travel
expense for the year ended November 30, 2015 was $96,167 as compared to $64,563 for the same period for 2014 for an increase of
$31,604 (49%) as a result of increased business development travel in 2015.
Miscellaneous
expense increased by $26,103(47%) to $81,671 for the year ended November 30, 2015, as compared to $55,568 for the same period
in 2014. The increase is attributable to a mix of increases and decreases in expenses that are not material in aggregate.
Depreciation
expense for the year ended November 30, 2015 was $9,215 compared to the same period for 2014 of $12,341, (-25%). The decrease
is a result of the sale of a portion of the equipment to a director in 2015.
Other
Income (Expense). Other income (expense) includes interest income, interest expense, loss on settlement of debt, loss on derivatives,
consulting income and expense and other non-operating income. Other expense for the year ended November 30, 2015 was $255,969
compared to other expense of $72,018 for the same period last year. In 2014, the Company reported net consulting income of $111,401
and a loss on settlement of debt and accrued expenses of $77,134. No equivalent transactions were reported in 2015. Interest expense
increased by 135,145 in 2015 compared to 2014 due to increased borrowings on notes payable and convertible debt, including amortization
of debt discounts associated with beneficial conversion features (“BCF”) and derivatives. The Company reported a $14,539
loss on derivatives in 2015.
Net
Loss and Net Loss per Share. Net loss for the year ended November 30, 2015 was $2,211,360, compared to $2,093,021 for the same
period in 2014, for an increased net loss of $118,339. Net loss per share for the year ended November 30, 2015 was $0.05 compared
to $0.07 in the same period for 2014, based on the weighted average shares outstanding of 41,723,041 and 31,289,083, respectively.
The increased net loss for the year ended November 30, 2015 compared to the same period in 2014 arose primarily from the increase
in interest expense noted above.
We
incurred operating expenses of $1,968,811 and $2,021,003, for the years ended November 30, 2015 and 2014, respectively. Our operating
expenses primarily consisted of acquisition, development, accounting, audit and legal, consulting, employee accrued salaries,
stock based compensation and administrative expenses.
Liquidity
and Capital Resources
The
Company does not currently have sufficient resources to cover on-going expenses and expansion. As of November 30, 2015, the Company
had cash of $1,281 and current liabilities of $3,905,990. Our current liabilities include accrued expenses and salaries of related
parties of $3,043,282. We have historically financed our operations primarily through private placements of common stock, loans
from third parties and loans from our Officer.
We
plan on raising additional funds from investors to implement our business model. In the event we are unsuccessful, this will have
a negative impact on our operations.
LIMITED
OPERATING HISTORY: NEED FOR ADDITIONAL CAPITAL
There
is no historical financial information about us upon which to base an evaluation of our performance. BioPower Corporation was
incorporated September 13, 2010 in the State of Florida and re-domiciled as BioPower Operations Corporation which was incorporated
in the State of Nevada on January 5, 2011. We have generated minimal revenues from our operations. We cannot guarantee we will
be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise,
including the financial risks associated with the limited capital resources currently available to us for the implementation of
our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop and execute the
business plan. We must raise funds over the next twelve (12) month period partially through advances from related parties, sale
of securities; and, we will seek alternative financing through means such as borrowings from institutions or private individuals.
There are no assurances that third party borrowings or financings are available to the Company and, if so, under the terms and
conditions acceptable.
Critical
Accounting Policies
Share
-Based Compensation
The
Company recognizes all forms of share-based payments, including stock option grants, warrants, and restricted stock grants, at
their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest, using
a fair-value-based method and measurement date as required by FASB 718 and FASB 505.
Share
based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Share based payment awards
issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value
of the share-based payment, whichever is more readily determinable.
The
grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an
award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to
the termination of service.
Recent
Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies
that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting
pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on
its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash
flows when implemented.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements.
Item
7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
following discusses our exposure to market risk related to changes in interest rates.
We
have debt with fixed interest rates. As a result, we have no exposure to market risk caused by fluctuations in interest rates.
The
securities in our investment portfolio are not leveraged and are subject to minimal interest rate risk. [Due to their original
maturities of twelve months or less, the securities are classified as cash and cash equivalents or short-term investments. Because
of the short-term maturities of our investments, we do not believe that a change in market rates would have a significant negative
impact on the value of our investment portfolio.
The
primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive
from our investments without significantly increasing risk. To achieve this objective in the current economic environment, we
maintain our portfolio in cash equivalents or short-term investments, including obligations of U.S. government-sponsored enterprises
and money market funds. These securities are classified as cash and cash equivalents or short-term investments and consequently
are recorded on the balance sheet at fair value. We do not utilize derivative financial instruments to manage our interest rate
risks.]
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
Company’s consolidated audited financial statements for the fiscal years ended November 30, 2015 and 2014, together with
the report of the independent certified public accounting firm thereon and the notes thereto, are presented beginning at page
F-1.
RECENT
ACCOUNTING PRONOUNCEMENTS
See
Item 8. Financial Statements And Supplementary Data — Note 1. Organization and Summary of Significant Accounting Policies
and Note 2. Recent Accounting Pronouncements for a summary of additional accounting policies and new accounting pronouncements.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
The
Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean controls and other
procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files
or submits under the Securities Exchange Act of 1934 is 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. The Company maintains such a system of controls and procedures in an effort to ensure
that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified under the SEC rules and forms and that information required
to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions
regarding disclosure.
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our chief executive officer/chief financial officer of the effectiveness of the design and operation of our disclosure controls
and procedures. Based on this evaluation, our chief executive officer/chief financial officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this report.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and
(iii) compliance with applicable laws and regulations.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management
assessed the effectiveness of our internal control over financial reporting as of November 30, 2015. In making this assessment,
we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
- Integrated Framework. Based on our assessment, we determined that, as of November 30, 2015, our internal control over financial
reporting was effective based on those criteria.
The
Company’s management, including its Chief Executive Officer and Principal Financial Officer, does not expect that the Company’s
disclosure controls and procedures and its internal control processes will prevent all errors. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. 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 error if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur
because of simple error or mistake. 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. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may
deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible
to design into the process safeguards to reduce, though not eliminate, this risk. This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities
and Exchange Commission, which permanently exempts smaller reporting companies.
Changes
in Internal Controls over Financial Reporting
No
change in our system of internal control over financial reporting occurred during the fourth quarter of the fiscal year ended
November 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
ITEM
9B. OTHER INFORMATION
None
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The
following are the officers and directors of the Company as of the date of this report.
|
|
Age |
|
Position |
|
|
|
|
|
Robert
D. Kohn |
|
65 |
|
Chairman
of the Board, Chief Executive Officer and Chief Financial Officer |
|
|
|
|
|
Bonnie
Nelson |
|
64 |
|
Director
and Director of Business Strategy |
|
|
|
|
|
Michael
Dinkes Esq. C.P.A. |
|
73 |
|
Director
and Chairman of the Audit Committee (1) |
|
|
|
|
|
Neil
Williams, Ph.D. |
|
63 |
|
Director |
(1)
Passed away in February, 2016
Robert
Kohn, CEO and Chief Executive Officer, Director and Co-Founder
Mr.
Kohn has been a director and Chief Executive Officer of BioPower Corporation of Florida since September 13, 2010, and has been
integrally involved in the formation and development of this business. At present, this role requires 100% of his time. From July
2009 until September 2010, Mr. Kohn was the Interim Chief Financial Officer of Proteonomix, Inc., a public company involved in
stem cell research. Mr. Kohn from November 2009 to September 2010 had also been a consultant to Clenergen Corporation, a reporting
issuer and was also a board member until January 25, 2011. From 2006 to 2008, Mr. Kohn was the CEO and CFO of Global Realty Development
Corp. and was hired to liquidate multiple Australian real estate development companies, which he accomplished. From 1999 –
2002, Mr. Kohn was the co-founder and CEO of AssetTrade which today is GoIndustry with approximately 1,300 employees in 20 countries.
From 1996 to 1999 Mr. Kohn was President of Entrade (“energy trading”), a subsidiary of Exelon Corporation, one of
the largest electric utilities in the United States. Mr. Kohn has a B.B.A. in accounting from Temple University and is a C.P.A.
and formerly a tax consultant with Deloitte Touché.
Bonnie
Nelson, Director and Director of Business Strategy, Co-founder
Ms.
Nelson has been a director of BioPower Corporation of Florida since September 13, 2010, and has been integrally involved in the
formation and development of this business. Ms. Nelson currently sits on the Board of Directors of Allied Artists and was a Board
Advisor to Clenergen Corporation in 2010. From 1990 to present, with a career spanning over 20 years of investment and merchant
banking, Ms. Nelson has extensive experience in consulting and corporate finance for public and private companies. Ms. Nelson
has been responsible for developing and guiding many corporate turnarounds, joint ventures and strategic alliances. Bonnie Nelson
was the prior owner and CEO of the Wall Street brokerage firm, Vanderbilt Securities, Inc. from 1983-1990. At Vanderbilt, she
was specifically responsible for taking companies public, OTC trading, mergers and acquisitions, and the development of joint
ventures and strategic alliances for her clients.
Michael
Dinkes, Esq., C.P.A. Director
Mr.
Dinkes had been a Director of the Company since April 26, 2012. He passed away in February 2016. He served as the Chairman of
the Audit committee. Mr. Dinkes has been an independent C.P.A. in his own practice from 2008 to present. He has been a Senior
Tax Partner of Lazar, Levine and Felix LLP from 1996 until 2008. He was the President and Chief Operating Officer of DHB Capital,
an American Stock Exchange Company from 1992 to 1996. Mr. Dinkes has a J.D. from NYU School of Law and is admitted to practice
in the State of New York. Mr. Dinkes is also a C.P.A. and admitted to practice in the States of New York and Connecticut. He earned
a B.B.A. from Baruch School of Business. Mr. Dinkes is a practicing lawyer and CPA.
Neil
D. Williams, Ph.D.
Dr.
Williams has been a Director of the Company since October 24, 2014. Dr. Williams has been the President and CEO of Green3Power
Holdings Company since August 2014. He is the President and CEO of EnviroPower Management since 2010. Dr. Williams was also the
Chairman and President of EnviroPower Renewable from 2013 to 2014. He has been the President and CEO of Innviron Corporation since
1998. He is an internationally recognized scientist and environmental engineer. He is one of the original developers of the geosynthetic
liners used at landfills and the designer of more than 250 waste management facilities with professional engineering credentials
in more than 20 US States. Dr. Williams is one of the developers of the G3P Gasification Technology, and has more than 30 years
of environmental management experience. Dr. Williams earned his Ph.D. from the University of California at Berkeley.
Board
Committees
We
currently have an audit committee but do not have nominating or compensation committees. Michael Dinkes, Esq. C.P.A. was the Chairman
of the Audit Committee until February 2016, when he passed away. Our entire board of directors is responsible for the functions
that would otherwise be handled by these committees. We intend, however, to establish, a nominating committee and a compensation
committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible
for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal
controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures
for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation
of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and
approving our salary and benefit policies (including stock options), including compensation of executive officers.
Audit
Committee Financial Expert
The
Board of Directors had determined that Michael Dinkes, Esq., C.P.A. is our Audit Committee financial expert, as defined under
Item 407(d)(5)(i) of Regulation S-K. Mr. Dinkes passed away in February, 2016.
Code
of Ethics
We
have adopted a code of ethics that applies to all of our employees and officers, and the members of our Board of Directors. A
copy of the code of ethics has been previously filed as Exhibit 14.1.
Section
16(a) Beneficial Reporting Compliance
Because
we are a 1933 Act Company, Directors, executive officers and holders of more than 10% of our outstanding common stock are not
required to comply with Section 16(a) of the Securities Exchange Act of 1934, which requires generally that such persons file
reports regarding ownership of transactions in securities of the Company on Forms 3, 4, and 5.
ITEM
11. EXECUTIVE COMPENSATION
The
following is a summary of the compensation we accrued for our executive officers, for the two fiscal years ended November, 2015
and 2014.
Summary
Compensation Table
Name
and Position(s) | |
Year | | |
Salary($) | | |
Bonus($) | | |
Total
Compensation | |
| |
| | |
| | |
| | |
| |
Robert D. Kohn (1) | |
| 2015 | | |
$ | 275,000 | | |
| | | |
$ | 275,000 | |
CEO and Director | |
| 2014 | | |
$ | 120,000 | | |
| | | |
$ | 120,000 | |
| |
| | | |
| | | |
| | | |
| | |
Bonnie Nelson (2) | |
| 2015 | | |
$ | 275,000 | | |
| | | |
$ | 275,000 | |
Director and Director of Business Strategy | |
| 2014 | | |
$ | 173,333 | | |
$ | 200,000 | | |
$ | 373,333 | |
(1)
|
Mr.
Kohn was appointed as our Chief Executive Officer, Chief Financial Officer, Secretary and Director on January 5, 2011. |
|
|
(2) |
Ms.
Nelson was appointed as our Director and Director of Business Strategy on January 5, 2011. |
On
January 5, 2011, each of Mr. Kohn, Mr. Shepherd and Ms. Nelson entered into employment agreements with the Company. Each contract
stipulates that unpaid salary amounts shall accrue if unpaid; such salary amounts have been verbally agreed to be unpaid, but
accrue. The general terms of the contracts are as follows:
Commencement:
January 5, 2011, February 1, 2011, January 5, 2011
Term:
Five years, Two years and Five years
Base
Salary: $200,000 Mr. Kohn, $150,000 Mr. Shepherd, $125,000 Ms. Nelson
Ms.
Nelson’s Base Salary was amended on April 1, 2013 to $200,000 per annum.
Mr.
Kohn’s and Ms. Nelson’s Base Salaries were amended on April 1, 2014 to $120,000 per annum.
Mr.
Kohn’s and Ms. Nelson’s Base Salaries were amended on October 24, 2014 to $275,000 per annum commencing December 1,
2014.
Incentive
Compensation: Each shall be entitled to receive such bonus payments or incentive compensation as may be determined at any
time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion. Such
potential bonus payments and/or incentive compensation shall be considered at least annually by the Board or committee. Bonnie
Nelson has received an accrued $200,000 bonus payment for the introduction of Green3Power. No other bonuses or incentive
compensation has been determined to date.
Stock
Options. Each shall be entitled to participate in all stock option plans of the Company in effect during the Term of employment.
There are presently no stock option plans.
Incentive,
Savings and Retirement Plans. During the Term of Employment, each shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable to other key executives of the Company and its subsidiaries,
in each case comparable to those currently in effect or as subsequently amended. Such plans, practices, policies and programs,
in the aggregate, shall provide the Executive with compensation, benefits and reward opportunities at least as favorable as the
most favorable of such compensation, benefits and reward opportunities provided at any time hereafter with respect to other key
executives. No such programs presently are in place.
Welfare
Benefit Plans: During the Term, each person and/or his family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its subsidiaries
(including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs), at least as favorable as the most favorable of such plans, practices,
policies and programs in effect at any time hereafter with respect to other key executives. In August 2012, the Board of Directors
agreed to set a policy that would reimburse the executives up to $500 for home office expenses on a use or lose basis for each
month. On March 31, 2014, the Board of Directors agreed to amend the medical reimbursement policy to up to $2,500 per quarter
commencing April 1, 2014.
Vacation.
Each shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the
Company and its subsidiaries as in effect at any time hereafter with respect to other key executives of the Company and its subsidiaries;
provided, however, that in no event shall Executive be entitled to fewer than three weeks paid vacation per year, as well as pay
for holidays observed by the Company.
Termination
for Convenience: Upon termination without cause, each shall be entitled to receive compensation earned but unpaid through
the date of such termination plus four weeks’ severance for each completed year and after one year pro-rata.
Termination
for Cause: All future compensation to which Employee is entitled and all future benefits for which Employee is eligible shall
cease and terminate as of the date of termination.
The
Company’s directors who are also employees do not receive remuneration from the Company unless approved by the Board. No
compensation has been paid to the Company’s directors since inception. Mr. Dinkes, an outside Director received compensation
of 30,000 shares of common stock as a Director and 20,000 shares of stock as Chairman of the audit committee.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table provides information concerning beneficial ownership of our capital stock as of February 28, 2015 by:
|
● |
each
stockholder, or group of affiliated stockholders, who owns more than 5% of our outstanding capital stock; |
|
|
|
|
● |
each
of our named executive officers; |
|
|
|
|
● |
each
of our directors; and |
|
|
|
|
● |
all
of our directors and executive officers as a group. |
The
following table lists the number of shares and percentage of shares beneficially owned based on 42,107,680 shares of Common Stock
outstanding as of February 29, 2016.
Beneficial
ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with
respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within
60 days of January 12, 2015 or issuable upon conversion of convertible securities which are currently convertible or convertible
within 60 days of January 12, 2015 are deemed outstanding and beneficially owned by the person holding those options, warrants
or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person,
but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated
in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting
and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.
Name | |
Office | |
Shares
Beneficially Owned (1) | | |
Percent
of Class (2) | |
| |
| |
| | | |
| | |
Officers and Directors | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Robert D. Kohn | |
Director and CEO, CFO | |
| 6,297,400 | | |
| 14.96 | % |
| |
| |
| | | |
| | |
Michael Dinkes, C.P.A. Esq. (1) | |
Director | |
| 712,000 | | |
| 1.69 | % |
| |
| |
| | | |
| | |
Bonnie Nelson | |
Director and Director of Business Development
& Strategy | |
| 5,805,000 | | |
| 13.79 | % |
| |
| |
| | | |
| | |
Neil Williams, Ph. D. | |
Director | |
| 4,863,428 | | |
| 11.55 | % |
| |
| |
| | | |
| | |
All officers and directors as a group
(4 persons named above) | |
| |
| 17,677,828 | | |
| 41.98 | % |
(1)
Passed away in February 2016
Security
Ownership of Certain Beneficial Owners
The
following table sets forth all of the beneficial owners known to us who own more than five (5) percent of any class of our voting
securities as of February 29, 2016.
| |
| |
Amount and Nature of Beneficial |
Title of Class | |
Name and Address of
Beneficial Owner* | |
Ownership | |
Percent
of Class | |
Common | |
Robert Kohn | |
6,297,400 Direct | |
| 14.96 | % |
Series A Preferred Stock | |
China Energy Partners, LLC (2) | |
1 Indirect | |
| 100 | % |
Common | |
Riskless Partners, LLLP (3) | |
5,805,000 Direct | |
| 13.79 | % |
Series A Preferred Stock | |
China Energy Partners, LLC (2) | |
1 Indirect | |
| 100 | % |
| |
| |
| |
| | |
Common | |
J2SB International, LLC (4) | |
4,863,428 Direct | |
| 11.55 | % |
| |
| |
| |
| | |
Common | |
Richard Reiner | |
3,820,617 Direct | |
| 9.07 | % |
Common | |
Robert Reiner | |
4,060,000 Direct | |
| 10.12 | % |
*The
address of each shareholder is c/o BioPower Operations Corporation, 1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida,
33334.
(1)
The percent of class is based on the total number of shares outstanding of 42,107,680, as of February 29, 2016, and excludes shares
owned by certain related parties.
(2)
China Energy Partners, LLC is an entity owned 50% by Robert Kohn, our CEO and Chairman of the Board, and 50% owned by Ms. Bonnie
Nelson, a Director of the Company. China Energy Partners, LLC owns one share of Series A Preferred Stock entitling China Energy
Partners to vote 50.1% of the issued and outstanding shares of common stock of the Company on all matters presented to shareholders
for approval.
(3)
The sole managing member of Riskless Partners, LLLP is Ms. Bonnie Nelson, a director and Director of business development. Ms.
Nelson has sole voting and dispositive control of the shares of common stock owned by Riskless Partners, LLLP.
(4)
The sole managing member of J2SB International, LLC is Mr. Neil Williams, a director and CEO of Green3Power Holdings
Company. Mr. Williams has sole voting and dispositive control of the shares of common stock owned by J2SB International, LLC.
Securities
Authorized for Issuance under Equity Compensation Plan
None.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
On June 21, 2013, the Company issued one of
its directors 200,000 shares of its common stock in full satisfaction of director’s fees and consulting fees owed, amounting
to $12,000.
On June 21, 2013, the Company issued its Chief
Executive Officer 1,602,000 shares of its common stock in full satisfaction of amounts due to him for debt and accrued interest
of $42,450 and reimbursable expenses, amounting to $53,694.
On June 21, 2013, the Company issued 1,000,000
shares of its common stock to its Director of Business Strategy in full satisfaction of amounts due to her for reimbursable expenses,
amounting to $60,000.
On June 25, 2013, the Company granted 2,000,000
shares each to its Chief Executive Officer and Director of Business Strategy of its common stock at $.06 per share, in exchange
for converting accrued expenses and note payable. Both parties agreed to continue to work with the Company accruing their salaries.
The shares will vest after one year of service but became part of a two year lock-up agreement as of October 24, 2014.
On November 5, 2014 the Director of Business
Strategy loaned the Company $50,000 on terms comparable to other loans from third parties. Accordingly and pursuant to the debt
agreement, the $50,000 loan is now convertible debt.
On November 28, 2014 the Company granted Bonnie
Nelson a $200,000 bonus payment for the introduction of Green3Power.
On November 28, 2014, the Company granted
Michael Dinkes, a director, 500,000 shares of stock in payment for directors’ fees, audit committee service and other consulting
services. The shares have a two year lock up
Aside from the transactions identified herein,
there are no other transactions nor are there any proposed transactions in which any of our directors or nominees, executive officers,
or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
The Company’s Board conducts an appropriate
review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations
where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party
transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms
comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the
time they are authorized by the Board.
Mr. Kohn, a director and officer of the Company
holds a total of 6,297,400 common shares and Ms. Nelson a Director holds 5,805,000 common shares of the Company and together as
partners in China Energy Partners LLC hold Series A Preferred stock which entitles them to vote 50.1% of the issued and outstanding
shares of common stock of the Company.
Director Independence
As of the date of this filing, we have no
independent directors.
The Company has developed the following categorical
standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not
be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the
following relationships:
- the Director is an officer or
other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides
professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed
fiscal year was less than two percent of such entity’s consolidated gross revenues;
- the Director is the beneficial
owner of less than five percent of the outstanding equity interests of an entity that does business with the Company;
- the Director is an executive officer
of a civic, charitable or cultural institution that received less than the greater of $1 million or two percent of its consolidated
gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02 (b) (v) of the Corporate
Governance Standards, from the Company or any of its subsidiaries for each of the last three fiscal years;
- the Director is an officer of
an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or
the business entity's indebtedness is less than three percent of the total consolidated assets of such entity as of the end of
the previous fiscal year; and
- the Director obtained products
or services from the Company on terms generally available to customers of the Company for such products or services. The Board
retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.
The Board shall undertake an annual review
of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance
of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding
the Director’s business and other relationships with the Company, its affiliates and senior management.
Directors must inform the Board whenever there
are any material changes in their circumstances or relationships that could affect their independence, including all business
relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business
relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt
of such information, the Board shall re-evaluate the Director's independence.
ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The following lists fees billed by MaloneBailey
LLP auditors for the Company from the quarter ended 2/28/2014 through the year ended 11/30/2015:
|
|
2015 |
|
|
2014
|
|
|
|
|
|
|
|
|
Audit Fees |
|
$ |
29,000 |
|
|
$ |
19,000 |
|
Audit Related Fees |
|
|
|
|
|
|
- |
|
Tax Fees |
|
|
- |
|
|
|
- |
|
All Other Fees |
|
|
|
|
|
|
- |
|
In the event that we should require substantial
non-audit services, the audit committee would pre-approve such services and fees.
PART
IV
ITEM 15. EXHIBITS
EXHIBITS
Number |
|
Description |
|
|
|
|
|
|
|
3.1 |
|
Articles of Incorporation |
|
Previously
filed(1) |
|
|
|
|
|
3.1(a) |
|
Amendment to Articles
of Incorporation |
|
Previously
filed(1) |
|
|
|
|
|
3.1(b) |
|
Certificate of Designation
of the Rights, Preferences and Privileges Of Series A Preferred Stock of BioPower Operations Corporation |
|
Previously
filed(1) |
|
|
|
|
|
3.2 |
|
Bylaws |
|
Previously
filed(1) |
|
|
|
|
|
4.1 |
|
Specimen of Stock
Certificate |
|
Previously
filed(1) |
|
|
|
|
|
5.1 |
|
Legal Opinion &
Consent of Attorney |
|
Filed
herewith |
|
|
|
|
|
10.1 |
|
Employment Agreement
between Robert Kohn and the Company dated January 5, 2011. |
|
Previously
filed(1) |
|
|
|
|
|
10.2 |
|
Employment Agreement
between Bonnie Nelson and the Company dated January 5, 2011. |
|
Previously
filed(1) |
|
|
|
|
|
10.3 |
|
Employment Agreement
between Dale Shepherd and the Company dated January 5, 2011. |
|
Previously
filed(1) |
10.4 |
|
Lock-Up
Agreement between the Company and the Ford Irrevocable Trust, dated January 18, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.5 |
|
Lock-Up Agreement
between the Company and the Fox Irrevocable Trust, dated January 18, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.6 |
|
Exclusive License
Agreement between Clenergen Corporation and BioPower Corporation, dated November 30, 2010 |
|
Previously
filed(5) |
|
|
|
|
|
10.7 |
|
Form of Subscription
Agreement for Offering |
|
Previously
filed(2) |
|
|
|
|
|
10.8 |
|
Exclusive Fully
Paid Up License Agreement between Green Oil Plantations LTD. and BioPower Operations Corporation |
|
Previously
filed (4) |
|
|
|
|
|
10.9
|
|
Warrant to Purchase
1,000,000 shares of Common Stock of BioPower Operations Corporation, dated January 11, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.10
|
|
Lock-Up Agreement
between the Company and Robert Kohn, dated January 18, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.11
|
|
Lock-Up Agreement
between the Company and Janet Kohn, dated January 18, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.12
|
|
Lock-Up Agreement
between the Company and Noslen, LLC, dated January 31, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.13
|
|
Lock-Up Agreement
between the Company and LB Persistence, LLC, dated January 31, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.14
|
|
Lock-Up Agreement
between the Company and the David B. Cohen 2011 Irrevocable Trust, dated January 31, 2011 |
|
Previously
filed(2) |
10.15
|
|
Lock-Up
Agreement between the Company and the Cohen Family 2011 Irrevocable Trust, dated January 31, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.16
|
|
Lock-Up Agreement
between the Company and E10ST LLC, dated January 31, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.17
|
|
Lock-Up Agreement
between the Company and the Jessica Leopold Irrevocable Trust, dated January 31, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.18
|
|
Lock-Up Agreement
between the Company and Green Oil Plantations, Ltd, dated March 9, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.19
|
|
Lock-Up Agreement
between the Company and Dale Shepherd, dated January 23, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.20
|
|
Lock-Up Agreement
between the Company and Riskless Partners, LLLP, dated January 18, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.21
|
|
Lock-Up Agreement
between the Company and TipTop Irrevocable Trust, dated January 19, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.22
|
|
Amended Exclusive
License Agreement between Clenergen Corporation and BioPower Corporation, dated March 9, 2011 |
|
Previously
filed(2) |
|
|
|
|
|
10.23
|
|
Demand Note, dated
November 30, 2010, issued to Mr. Robert Kohn |
|
Previously
filed (4) |
|
|
|
|
|
10.24
|
|
Demand Note, dated
November 30, 2010, issued to Ms. Bonnie Nelson |
|
Previously
filed (4) |
|
|
|
|
|
10.25
|
|
Sublease, dated
March 18, 2011 between the Company and Carlson Wagonlit Travel, Inc. |
|
Previously
filed (5) |
10.26 |
|
Amended
Exclusive License Agreement between Clenergen Corporation and BioPower Corporation, dated March 9, 2011 |
|
Previously
filed (4) |
|
|
|
|
|
10.27 |
|
Letter
Agreement by and between the Company and Halcyon Cabot Ltd. dated January 5, 2012 |
|
|
|
|
|
|
|
10.28 |
|
Quture
Advisory Agreement dated February 13, 2012 (7) |
|
|
|
|
|
|
|
10.29 |
|
Dale
Shepherd, President of BioPower, Loan Agreement dated February 22, 2012 |
|
|
|
|
|
|
|
21.1
|
|
List
of Subsidiaries |
|
Previously
filed(2) |
|
|
|
|
|
23.1 |
|
Consent
of Independent Registered Public Accounting Firm |
|
Filed
herewith |
|
|
|
|
|
23.2 |
|
Consent
of Gersten Savage LLP (included in Exhibit 5.1) |
|
Previously
Filed (6) |
|
|
|
|
|
31.1 |
|
Certifications
of Robert Kohn pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
|
|
|
|
|
|
|
32.1 |
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
101 |
|
Interactive
data files pursuant to Rule 405 of Regulation S-T |
|
|
Footnotes:
(1) |
Incorporated by
reference to our Registration Statement on Form S-1 (Reg. No. 333-172139) filed with the SEC on February 09, 2011. |
(2) |
Filed as an Exhibit
to the Company’s Registration Statement on Form S-1, dated March 16, 2011. |
(3) |
Filed as an Exhibit
to the Company’s Registration Statement on Form S-1, dated April 8, 2011. |
(4) |
Filed as an Exhibit
to the Company’s Registration Statement on Form S-1, dated April 29, 2011. |
(5) |
Filed as an Exhibit
to the Company’s Registration Statement on Form S-1, dated May 18, 2011. |
(6)
|
Filed as an Exhibit
to the Company’s Registration Statement on Form S-1, dated July 21, 2011. |
(7) |
Incorporated by
reference to our Current Report on Form 8-K filed with the SEC on February 17, 2012. |
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) 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.
|
BIOPOWER
OPERATIONS CORPORATION. |
|
|
|
Date:
March 15, 2016 |
By:
|
/s/
Robert Kohn |
|
|
Robert
D. Kohn,
Chief Executive Officer,
Chief Financial Officer,
Principal Executive Officer,
Principal Financial
Officer and Director |
BioPower
Operations Corporation and Subsidiaries
Consolidated Financial
Statements
November 30, 2015
and 2014
CONTENTS
|
|
Page(s) |
|
|
|
Report
of Independent Registered Public Accounting Firm |
|
F-3 |
|
|
|
Balance
Sheets – As of November 30, 2015 and November 30, 2014 (Consolidated)
|
|
F-4 |
|
|
|
Statements
of Operations – Year Ended November 30, 2015 and November 30, 2014, (Consolidated) |
|
F-5 |
|
|
|
Statement
of Stockholders’ Deficit – Year Ended November 30, 2015 and November 30, 2014, (Consolidated) |
|
F-6 |
|
|
|
Statements
of Cash Flows – Year Ended November 30, 2015 and November 30, 2014. (Consolidated) |
|
F-7 |
|
|
|
Notes
to Consolidated Financial Statements |
|
F-7 - F-25 |
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors of
BioPower
Operations, Corp.
Fort
Lauderdale, FL
We
have audited the accompanying consolidated balance sheets of BioPower Operations, Corp. and its subsidiaries (collectively, the
“Company”) as of November 30, 2015 and 2014, and the related consolidated statements of operations, shareholders’
deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BioPower
Operations, Corp. and its subsidiaries as of November 30, 2015 and 2014, and the results its operations and its cash flows for
the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Company has recurring net losses and has a working capital deficit. These
conditions raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans
in this regard are described in Note 3. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/
MaloneBailey, LLP
www.malonebailey.com
Houston,
Texas
March
15, 2016
![](http://www.sec.gov/Archives/edgar/data/1510832/000149315216008063/image_003.jpg)
PART I
FINANCIAL INFORMATION
Item 1. Financial
Statements
BioPower
Operations Corporation and Subsidiaries
Consolidated Balance
Sheets
|
|
November 30, 2015 |
|
|
November 30, 2014 |
|
Assets |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,281 |
|
|
$ |
15,118 |
|
Prepaid expenses |
|
|
12,708 |
|
|
|
818 |
|
Total Current Assets |
|
|
13,989 |
|
|
|
15,936 |
|
|
|
|
|
|
|
|
|
|
Equipment - net |
|
|
10,876 |
|
|
|
21,234 |
|
Security deposit |
|
|
6,937 |
|
|
|
11,193 |
|
|
|
|
17,813 |
|
|
|
32,427 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
31,802 |
|
|
$ |
48,363 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
435,567 |
|
|
$ |
419,090 |
|
Accounts payable and accrued expenses - related parties |
|
|
3,043,282 |
|
|
|
1,455,540 |
|
Derivative liability |
|
|
60,356 |
|
|
|
- |
|
Notes payable - related parties |
|
|
525 |
|
|
|
51,375 |
|
Notes payable |
|
|
132,500 |
|
|
|
155,000 |
|
Convertible debt, net of discount |
|
|
189,366 |
|
|
|
62,500 |
|
Convertible debt - related parties, net of discount |
|
|
44,394 |
|
|
|
- |
|
Total Current Liabilities |
|
|
3,905,990 |
|
|
|
2,143,505 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
3,905,990 |
|
|
|
2,143,505 |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Preferred stock, $1 par value; 10,000 shares authorized; 1 share issued and
outstanding |
|
|
1 |
|
|
|
1 |
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 42,107,676
shares and 41,107,676 shares, respectively, issued and outstanding |
|
|
4,212 |
|
|
|
4,112 |
|
Additional paid-in capital |
|
|
4,013,145 |
|
|
|
3,580,931 |
|
Accumulated deficit |
|
|
(7,891,546 |
) |
|
|
(5,680,186 |
) |
Total Stockholders’ Deficit |
|
|
(3,874,188 |
) |
|
|
(2,095,142 |
) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit |
|
$ |
31,802 |
|
|
$ |
48,363 |
|
BioPower Operations
Corporation and Subsidiaries
Consolidated Statements of Operations
|
|
Year Ended November 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
Revenue, net of costs |
|
$ |
13,420 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
1,968,811 |
|
|
$ |
2,021,003 |
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(241,430 |
) |
|
|
(106,285 |
) |
Loss on settlement of debt and accrued expenses |
|
|
- |
|
|
|
(77,134 |
) |
Loss on sale of equipment |
|
|
(4,183 |
) |
|
|
- |
|
Loss on derivatives |
|
|
(10,356 |
) |
|
|
- |
|
Consulting revenue, net of expense |
|
|
- |
|
|
|
111,401 |
|
Total other income (expense) - net |
|
|
(255,969 |
) |
|
|
(72,018 |
) |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,211,360 |
) |
|
$ |
(2,093,021 |
) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
during the period - basic and diluted |
|
|
41,723,041 |
|
|
|
31,289,083 |
|
BioPower
Operations Corporation and Subsidiaries
Consolidated Statement of Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Accumulated |
|
|
|
|
|
|
Preferred
Stock, |
|
|
Common
Stock, |
|
|
Additional |
|
|
during |
|
|
Other |
|
|
Total |
|
|
|
$1
Par Value |
|
|
$0.0001
Par Value |
|
|
Paid
In |
|
|
Development |
|
|
Comprehensive |
|
|
Stockholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Stage |
|
|
Loss |
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2013 |
|
|
1 |
|
|
|
1 |
|
|
|
30,281,180 |
|
|
|
3,027 |
|
|
|
1,947,326 |
|
|
|
(3,587,165 |
) |
|
|
- |
|
|
|
(1,636,811 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
for services |
|
|
|
|
|
|
|
|
|
|
535,000 |
|
|
|
55 |
|
|
|
33,196 |
|
|
|
|
|
|
|
|
|
|
|
33,251 |
|
Issuance of common stock
for services - related party |
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
50 |
|
|
|
309,950 |
|
|
|
|
|
|
|
|
|
|
|
310,000 |
|
Issuance of common stock
for conversion of debt and accrued expenses |
|
|
|
|
|
|
|
|
|
|
2,096,200 |
|
|
|
210 |
|
|
|
209,409 |
|
|
|
|
|
|
|
|
|
|
|
209,619 |
|
Issuance of common stock
for acquisition |
|
|
|
|
|
|
|
|
|
|
7,695,296 |
|
|
|
770 |
|
|
|
922,666 |
|
|
|
|
|
|
|
|
|
|
|
923,436 |
|
Loss on settlement of debt and accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,134 |
|
|
|
|
|
|
|
|
|
|
|
77,134 |
|
Debt discount on convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,250 |
|
|
|
|
|
|
|
|
|
|
|
81,250 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,093,021 |
) |
|
|
|
|
|
|
(2,093,021 |
) |
Balance - November 30, 2014 |
|
|
1 |
|
|
$ |
1 |
|
|
|
41,107,676 |
|
|
$ |
4,112 |
|
|
$ |
3,580,931 |
|
|
$ |
(5,680,186 |
) |
|
$ |
- |
|
|
$ |
(2,095,142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
for cash |
|
|
|
|
|
|
|
|
|
|
600,000 |
|
|
|
60 |
|
|
|
74,940 |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
Issuance of common stock
for services |
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
20 |
|
|
|
75,815 |
|
|
|
|
|
|
|
|
|
|
|
75,835 |
|
Issuance of common stock
for conversion of debt and accrued expenses |
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
20 |
|
|
|
29,980 |
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
Debt discount on convertible
debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,479 |
|
|
|
|
|
|
|
|
|
|
|
251,479 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,211,360 |
) |
|
|
|
|
|
|
(2,211,360 |
) |
Balance - November 30, 2015 |
|
|
1 |
|
|
$ |
1 |
|
|
|
42,107,676 |
|
|
$ |
4,212 |
|
|
$ |
4,013,145 |
|
|
$ |
(7,891,546 |
) |
|
$ |
- |
|
|
$ |
(3,874,188 |
) |
BioPower Operations
Corporation and Subsidiaries
Consolidated Statements of Cash Flows
|
|
Year Ended November 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,211,360 |
) |
|
$ |
(2,093,021 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
- |
|
|
|
77,134 |
|
Depreciation |
|
|
9,215 |
|
|
|
12,341 |
|
Stock issued for acquisition |
|
|
- |
|
|
|
923,436 |
|
Stock based compensation expense |
|
|
75,835 |
|
|
|
343,251 |
|
Loss on sale of equipment |
|
|
4,183 |
|
|
|
- |
|
Amortization of debt discount |
|
|
217,760 |
|
|
|
81,250 |
|
Loss on derivatives |
|
|
10,356 |
|
|
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
- |
|
|
|
27,840 |
|
Prepaid expenses and other current assets |
|
|
(7,634 |
) |
|
|
10,440 |
|
Accounts payable and accrued expenses |
|
|
21,456 |
|
|
|
(71,924 |
) |
Accounts payable and accrued expenses - related parties |
|
|
1,593,742 |
|
|
|
356,753 |
|
Net Cash Used In Operating Activities |
|
|
(286,447 |
) |
|
|
(332,500 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of equipment |
|
|
(9,040 |
) |
|
|
(4,754 |
) |
Net Cash Provided By Investing
Activities |
|
|
(9,040 |
) |
|
|
(4,754 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from convertible debt |
|
|
192,500 |
|
|
|
125,000 |
|
Proceeds from notes payable |
|
|
22,500 |
|
|
|
67,000 |
|
Proceeds from notes payable - related parties |
|
|
- |
|
|
|
51,200 |
|
Repayment of notes payable |
|
|
(7,500 |
) |
|
|
- |
|
Repayment notes payable - related party |
|
|
(850 |
) |
|
|
- |
|
Proceeds from issuance of common stock |
|
|
75,000 |
|
|
|
- |
|
Net Cash Provided By Financing
Activities |
|
|
281,650 |
|
|
|
243,200 |
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash |
|
|
(13,837 |
) |
|
|
(94,054 |
) |
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period |
|
|
15,118 |
|
|
|
109,172 |
|
|
|
|
|
|
|
|
|
|
Cash - End of Period |
|
$ |
1,281 |
|
|
$ |
15,118 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash Paid During the Period for: |
|
|
|
|
|
|
|
|
Income Taxes |
|
$ |
- |
|
|
$ |
- |
|
Interest |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party accounts payable settled by sale of asset to related party |
|
$ |
6,000 |
|
|
$ |
- |
|
Accrued expenses converted to convertible debt |
|
$ |
4,979 |
|
|
$ |
- |
|
Reclassification
of note payable from convertible to non convertible |
|
$ |
62,500 |
|
|
$ |
- |
|
Reclassification
of note payable from non convertible to convertible |
|
$ |
100,000 |
|
|
$ |
- |
|
Reclassification
of related note payable from non convertible to convertible |
|
$ |
50,000 |
|
|
$ |
- |
|
Debt discount recorded on convertible debt |
|
$ |
216,979 |
|
|
$ |
81,250 |
|
Debt
discount recorded on convertible debt – related party |
|
$ |
34,500 |
|
|
$ |
- |
|
Debt
discount recorded on derivative on convertible debt |
|
$ |
50,000 |
|
|
$ |
- |
|
Debt
converted to common stock |
|
$ |
30,000 |
|
|
$ |
209,619 |
|
BioPower
Operations Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 1. Organization:
BioPower Corporation (“BioPower”
or “the Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company
re-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders
of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation
became a wholly-owned subsidiary.
On October 24, 2014, the Company executed
a Share Exchange Agreement (“SEA”) with Green3Power Holdings Company (“G3P”) to
acquire G3P and its wholly-owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P
OPS”) and Green3Power International Company, a Nevis Corporation (“G3PI”), which are wholly-owned
subsidiaries of the Company. This transaction was a stock for stock exchange, which was accounted for as an acquisition and recorded
as an expense based on the fair value of the Company’s common stock as of the date of the exchange. Also exchanged was one
share of the Company’s Series B, preferred stock, which is convertible into common shares two years from the date of the
SEA, if certain milestones are met as required by the SEA. No value was attributed to the preferred share. (See footnote 8. (B)).
We conduct all of our operations through Green3Power Holdings Company and their subsidiaries which are primarily engaged
in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction
management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy
facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation
services globally.
The Company’s fiscal year end is November
30.
Note 2 Summary of Significant Accounting
Policies
Principles of Consolidation
All inter-company accounts and transactions
have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States (“GAAP”) 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ materially from those estimates.
Such estimates and assumptions for the periods
ended November 30, 2015 and 2014, affect, among others, the following:
|
● |
estimated
fair value of share based payments, |
|
|
|
|
● |
estimated
carrying value, useful lives and related impairment of equipment and intangible assets; and |
|
|
|
|
● |
estimated
valuation allowance for deferred tax assets, due to continuing and expected future losses |
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate could change in
the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Cash
The Company considers all highly liquid instruments
purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents
at November 30, 2015.
Accounts Receivable and Allowance for Doubtful
Accounts
Accounts receivable are stated at their estimated
net realizable values. The Company evaluates whether it is necessary to record an allowance for doubtful accounts for estimated
losses inherent in the accounts receivable portfolio. In evaluating the required allowance, management considers historical losses
adjusted to take into account current market conditions and financial conditions, the amount of receivables in dispute, and the
current receivable’s aging and current payment patterns. Based on its evaluation, no allowance for doubtful accounts was
recorded as of November 30, 2015.
Equipment
Equipment is stated at cost, less accumulated
depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations
when incurred. Betterments and renewals are capitalized when deemed material. When equipment is sold or otherwise disposed of,
the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.
Equipment is reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment
charges taken during the periods ended November 30, 2015 and 2014.
Derivative Liabilities
Fair Value of Financial Instruments
The Company’s financial instruments
consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these
financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Financial assets and liabilities recorded
at fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the
inputs used to measure fair value into the following levels:
Fair Value of Financial Instruments
Level 1—Quoted market prices in active
markets for identical assets or liabilities at the measurement date.
Level 2—Quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;
or other inputs that are observable and can be corroborated by observable market data.
Level 3—Inputs reflecting management’s
best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date.
The inputs are unobservable in the market and significant to the valuation of the instruments.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
A financial instrument’s categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2015
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
60,356 |
|
|
$ |
60,356 |
|
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2014:
|
|
|
Level
1 |
|
|
|
Level
2 |
|
|
|
Level
3 |
|
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
The following table presents details of the
Company’s level 3 derivative liabilities as of November 30, 2014:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
Investment in Joint Venture
GECC, a subsidiary of the Company signed an
agreement to form a 50-50 Joint Venture with AGT Technologies, LLC. in November 2013 for the technology used for the conversion
of cellulosic sugar to ethanol.
GECC owns fifty percent of MicrobeSynergy,
LLC joint venture and will record its investment on the equity basis of accounting. The Company’s proportionate share of
expenses incurred by the Joint Venture will be charged to the statement of operations and adjusted against the Investment in Joint
Venture. Losses from the Joint Venture are only recognized until the investment in the Joint Venture is reduced to zero. Losses
in excess of the investment must be restored from future profits before the Company can recognize its proportionate share of profits.
Elements of the joint venture related to exclusivity
of the technology are in dispute.
The Company intends to sell GECC for a nominal
value as its total focus is on the development of waste-to-energy facilities and waste remediation.
As of November 30, 2015, the Joint Ventures
had no activity.
Convertible debt, Beneficial
Conversion Feature and Debt Discount
For conventional convertible debt where the
rate of conversion is below market value at the date of the agreement, the Company records a “beneficial conversion feature”
(“BCF”) and related debt discount.
When the Company records a BCF, the relative
fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount
would be amortized to interest expense over the life of the debt. When a conversion of the underlying debt occurs, a proportionate
share of the unamortized amounts is immediately expensed.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Share-based payments
The Company recognizes all forms of share-based
payments, including stock option grants, warrants, and restricted stock grants, which are based on the estimated number of awards
that are ultimately expected to vest, using a fair-value-based method and measurement date as required by ASC 718 and ASC 505.
Share based payments, excluding restricted
stock, are valued using a Black-Scholes option pricing model. Share based payment awards issued to non-employees for services
rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever
is more readily determinable.
The grants are amortized on a straight-line
basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not
occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
When computing fair value, the Company may
consider the following variables:
● |
The
risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the
option in effect at the time of the grant. |
|
|
● |
The
Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common
stock in the near future. |
|
|
● |
The
expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting
Bulletin (“SAB”) 110. |
|
|
● |
The
expected volatility is based on the historical volatility of the Company’s common stock, based on the daily quoted closing
trading prices. |
|
|
● |
The
forfeiture rate is based on the historical forfeiture rate for unvested stock options. |
Earnings per share
Basic earnings (loss) per share is computed
by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings
(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock
equivalents and potentially dilutive securities outstanding during the period. The Company does not include shares not yet issued
that were included as a component of common stock payable in the earnings per share calculation.
Since the Company reflected a net loss in
2015 and 2014, considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation
of diluted earnings (loss) per share is not presented.
The Company has the following potential common
stock equivalents at November 30, 2015 and 2014:
|
|
November 30, 2015 |
|
|
November 30, 2014 |
|
Convertible debt |
|
|
3,174,790 |
|
|
|
- |
|
Revenue
Recognition
The
Company and its subsidiaries intend to focus on developing waste to energy projects globally by designing, engineering, permitting,
procuring equipment, managing construction and operating and maintaining facilities for the conversion of wastes into energy through
licensed gasification technology including but not limited to producing electricity and ultra-low sulfur renewable synthetic fuels.
The
Company also provides waste remediation services. Our revenues from waste remediation services are primarily from consulting and
actual remediation and are presented net of related project costs.
Revenues
are recognized when realized or realizable and have been earned.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Income Taxes
Provisions for income taxes are calculated
based on reported pre-tax earnings and current tax law.
Significant judgment is required in determining
income tax provisions and evaluating tax positions. The Company periodically assesses its liabilities and contingencies for all
periods that are currently open to examination or have not been effectively settled based on the most current available information.
When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting
tax liability and any applicable interest and penalties in the financial statements.
Deferred tax assets and liabilities are recorded
for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements
using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects
of these deferred tax assets and liabilities separately for each major tax jurisdiction.
The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records
a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be
realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.
Recent Accounting Pronouncements
There are no new accounting pronouncements
that are expected to have any material impact on the Company’s consolidated financial statements.
Note 3. Going Concern
As reflected in the accompanying consolidated
financial statements, the Company had a net loss of $2,211,360 and $2,093,021, for the years ended November 30, 2015 and 2014,
respectively, and net cash used in operations of $286,447 and $332,500 for the years ended November 30, 2015 and 2014, respectively.
Additionally, the Company had a working capital deficit of $3,892,001 and $2,127,569, for the years ended November 30, 2015 and
2014, respectively and a stockholders’ deficit of $3,874,188 and $2,095,142, at November 30, 2015 and 2014, respectively.
These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as
a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations
with other entities, further implementation of its business plan and continuing to raise funds through debt and/or equity financings.
The Company will likely rely upon related party debt and/or equity financing in order to ensure the continuing existence of the
business.
The accompanying consolidated 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. These financial statements do not include any adjustments relating to the recovery of the recorded
assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 4. Equipment
At November 30, 2015 and November 30, 2014,
equipment consists of the following:
|
|
November 30, |
|
|
|
|
|
2015 |
|
|
2014 |
|
|
Estimated Useful Life |
Computer Equipment |
|
$ |
36,800 |
|
|
$ |
27,760 |
|
|
5 years |
Testing Equipment |
|
|
- |
|
|
|
20,366 |
|
|
3 years |
Less: Accumulated depreciation |
|
|
(25,924 |
) |
|
|
(26,892 |
) |
|
|
Equipment, net |
|
$ |
10,876 |
|
|
$ |
21,234 |
|
|
|
Depreciation expense was $9,215 and $12,341
for the years ended November 30, 2015 and 2014, respectively.
Note 5. Income Taxes
The Company recognizes deferred tax assets
and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities,
and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company has established
a valuation allowance to reflect the likelihood of the realization of deferred tax assets.
The Company has a net operating loss carryforward
for tax purposes totaling approximately $3,062,000 at November 30, 2015, expiring through 2034. U.S. Internal Revenue Code Section
382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally
greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
Significant deferred tax assets at November
30, 2015 and 2014 are approximately as follows:
|
|
2015
|
|
|
2014 |
|
Gross deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
1,152,000 |
|
|
$ |
568,000 |
|
Accrued and deferred expenses |
|
|
752,000 |
|
|
|
624,000 |
|
Total deferred tax assets |
|
|
1,904,000 |
|
|
|
1,192,000 |
|
Less: valuation allowance |
|
|
(1,904,000 |
) |
|
|
(1,192,000 |
) |
Net deferred tax asset recorded |
|
|
- |
|
|
$ |
- |
|
The valuation allowance at November 30, 2015,
and 2014, was approximately $1,904,000 and $1,192,000, respectively.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 6. Notes Payable and Convertible
Debt
Notes payable consists of the following:
|
|
Balance |
|
|
Interest Rate |
|
|
Maturity |
|
|
|
|
|
|
|
|
|
Balance – November 30, 2013 |
|
$ |
88,000 |
|
|
|
|
|
|
|
Borrowings |
|
|
30,000 |
|
|
|
4 |
% |
|
August 4, 2014, in default |
Borrowings |
|
|
25,000 |
|
|
|
8 |
% |
|
June 30, 2015, in default |
Borrowings |
|
|
10,000 |
|
|
|
8 |
% |
|
April 1, 2015, in default |
Borrowings |
|
|
2,000 |
|
|
|
8 |
% |
|
April 30, 2015, in default |
Balance – November 30, 2014 |
|
$ |
155,000 |
|
|
|
8 |
% |
|
Various |
Reclassification of convertible debt to notes payable |
|
|
62,500 |
|
|
|
8 |
% |
|
Due on demand |
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
September 1, 2015 |
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 14, 2015 |
Repayment of note payable |
|
|
(7,500 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(43,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(15,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(42,000 |
) |
|
|
|
|
|
|
Balance – November 30, 2015 |
|
$ |
132,500 |
|
|
|
|
|
|
|
A third party investor advanced $30,000 in
July, 2014, at 8% interest. The loan which was due August 4, 2014, has not been repaid. During September and October, 2014, a
third party investor loaned the Company $25,000 at 8% interest, due on or before June 30, 2015.
In October, 2014, a third party investor made
two advances totaling $12,000, at 8% interest. The loans are due in April, 2015.
In December, 2014 a third party investor combined
two previous loans dated July 2, 2013 and September 11, 2014 for $18,000 and $5,000, respectively, into a new loan of $23,000,
at 8% interest, due May 5, 2015. The $23,000 note payable and $20,000 note payable from the period ending November 30, 2014, was
reclassified as convertible debt on July 24, 2015.
In May, 2015 a third party investor advanced
$7,500, at 8% interest, which is due on September 1, 2015. The loan and accrued interest has been repaid.
On May 13, 2015 a third party investor advanced
$30,000 of which $15,000 was not convertible. The loan was due on or before July 14, 2015, at 8% interest. The non-convertible
portion of the debt was reclassified as convertible debt on July 24, 2015 (See Note 6- Convertible Debt).
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Only July 24, 2015 a third party investor
combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively,
along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. (See Note 6-
Convertible Debt).
Accrued interest on notes payable at November
30, 2015 and November 30, 2014 amounted to $15,863 and $9,474, respectively, which is included as a component of accounts payable
and accrued expenses.
Convertible debt consists of the following:
|
|
Balance |
|
|
Interest
Rate |
|
|
Maturity |
|
Conversion Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2013 |
|
$ |
125,000 |
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
125,000 |
|
|
|
8 |
% |
|
Due on demand |
|
|
0.10 |
|
Conversion of borrowings to equity |
|
|
(125,000 |
) |
|
|
|
|
|
|
|
|
|
|
Conversion of borrowings to equity |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2014 |
|
$ |
62,500 |
|
|
|
8 |
% |
|
|
|
|
0.10 |
|
Reclassification to notes payable |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.12 |
|
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 15, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
15,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
43,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
42,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
120,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
50,000 |
|
|
|
8 |
% |
|
December 30, 2016 |
|
|
0.15 |
|
Accrued interest added to convertible debt |
|
|
4,979 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Conversion of borrowings to equity |
|
|
(30,000 |
) |
|
|
|
|
|
|
|
|
|
|
Debt Discount |
|
|
(78,113 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2015 |
|
$ |
189,366 |
|
|
|
|
|
|
|
|
|
|
|
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
On November 22, 2013 a third party investor
advanced $125,000 due in 14 months from the date of the loan. Pursuant to the agreement the investor was allowed to convert up
to 50% of the debt into commons stock at the conversion price of $0.10 per share. Pursuant to a November 28, 2014 agreement of
the board of directors, the investor was allowed to convert 100% of the original amount of the debt and accrued interest into
the Company’s common shares at a price of $0.10 per share in return for the investor extending the due date of remaining
notes payable to June 30, 2015. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt with
Conversion and Other Options”. The portion of the loan which was originally convertible (50%) was deemed to have a beneficial
conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment
date. Accordingly, the Company recorded the value of the beneficial conversion feature for 50% of the debt, which was determined
to be $18,750, as a discount to the loan and a corresponding increase to additional paid in capital. The debt discount was recognized
as interest expense in the current period. The fair market value of the remaining shares as of the date of conversion, November
25, 2014, was $0.19 per share. At the date of conversion, the Company immediately recognized a loss on conversion of the debt
and accrued interest of $67,379 with a corresponding increase to additional paid in capital.
On December 3, 2013 a third party investor
advanced $125,000 due on or before February 3, 2015. Pursuant to the agreement, the investor was allowed to convert up to 50%
of the debt at a share price of $0.10. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt
with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of
the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded
the value of the beneficial conversion feature, which was determined to be $62,500 as a discount to the loan and a corresponding
increase to additional paid in capital. The amount was recognized as interest expense. There was a loss on the conversion of accrued
interest of $9,755, which was recorded as a loss on the settlement of debt and a corresponding amount was recorded as an increase
to paid in capital.
On December 30, 2014 a third party investor
advanced $7,500 due on or before December 30, 2015. Pursuant to the agreement, the investor is allowed to convert 100% of the
debt at a share price of $0.12. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with
Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of the
stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the
value of the beneficial conversion feature, which was determined to be $5,000 as a discount to the loan and a corresponding increase
to additional paid in capital.
On May 13, 2015 a third party investor advanced
$30,000 due on or before July 15, 2015. Pursuant to the agreement, the investor was allowed to convert 50% of the debt at a share
price of $0.15. The loan was later modified to allow for the conversion of the entire debt. In the third quarter, the $30,000
loan was converted into 200,000 shares at $0.15 per share. The company accounted for the conversion of loan in accordance with
ASC 470, “Debt with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because
the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly,
the Company recorded the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan
and a corresponding increase to additional paid in capital.
Only July 24, 2015 a third party investor
combined a note in the amount of $23,000, dated December 1, 2014, along with a note in the amount of $20,000, dated October 14,
2014 and accrued interest of $2,531, into one note in the amount of $45,531, due December 30, 2015. The loan renewal and modification
allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion of loan in accordance
with ASC 470, “Debt with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature
because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly,
the Company recorded the value of the beneficial conversion feature, which was determined to be $10,882 as a discount to the loan
and a corresponding increase to additional paid in capital. (See Note 6-Note payable).
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Only July 24, 2015 a third party investor
combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively,
along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. The loan renewal
and modification allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion
of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The loan was deemed to have a beneficial
conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment
date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $10,623 as
a discount to the loan and a corresponding increase to additional paid in capital. (See Note 6- Note payable).
In July, 2015, the Company entered into various
convertible debt agreements totaling $120,000 at 8% interest, due on December 30, 2015. The debt is convertible into common shares
of stock at a conversion price of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470,
“Debt with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because the
fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the
Company recorded the value of the beneficial conversion feature, which was determined to be $120,000 as a discount to the loan
and a corresponding increase to additional paid in capital.
In July, 2015, the Company entered into convertible
debt agreements totaling $50,000 at 8% interest, due on December 30, 2016. The debt is convertible into common shares of stock
at a conversion price of $0.15 per share. On this date the Company recorded a debt discount of $50,000 from the initial valuation
of the derivative liability of $111,074 and an initial loss on the derivative liability of $61,074 based on the Black Sholes pricing
model. The fair value of the derivative liability at November 30, 2015 is $60,356, resulting in a loss on the change in fair value
of the derivative of $50,718. The note is shown net of a derivative debt discount of $37,643 at November 30, 2015. (See Note 6).
Accrued interest on convertible debt at November
30, 2015 and November 30, 2014 amounted to $11,703 and $294, respectively, which is included as a component of accounts payable
and accrued expenses.
Interest expense on convertible debt with
third parties amounted to $8,025 and $4,973 at November 30, 2015 and 2014, respectively.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 7. Notes Payable – Related
Parties
For the year Ended November 30, 2014
During August, 2014, the directors of the
Company made interest free loans of $1,200, which are due on demand.
On November 5, 2014, the Director of Business
Strategy made a loan of $50,000, bearing interest at 8% with terms comparable to other loans from third parties. Accordingly,
and pursuant to the debt agreement, the $50,000 loan is now convertible debt, which was due on May 5, 2015, and is now a demand
loan.
For the year ended November 30, 2015
On November 5, 2014, the Director of Business
Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to December
30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with any new
loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor loaned
the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the director’s
$50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for
the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The loan was deemed to
have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the
loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined
to be $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May
13, 2015, another third party investor loaned the Company $15,000 with conversion rights at $0.15 per share. Therefore, effective
May 13, 2015, an additional $15,000 of the directors’ $50,000 note payable was reclassified to convertible debt with conversion
rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion
and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded
the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the
beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional
paid in capital. On July 24, 2015, a third party investor loaned the Company $30,000 with conversion rights at $0.15 per share.
Therefore, effective July 24, 2015, the remainder of the directors’ $50,000 note payable was reclassified to convertible
debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt
with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of
the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded
the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding
increase to additional paid in capital.
As of November 30, 2015 and 2014, respectively
the Company owes $4,250 and $294 in accrued interest, respectively, which has been recorded as a component of accounts payable
and accrued expenses – related party.
The Company has separated accounts payable
and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation,
health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other
related business expenses.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 8. Stockholders’ Deficit
(A) Preferred Stock
On January 28, 2011, the Company issued one
share of Series A, preferred stock for $1. This series of preferred stock had a provision that the holder of the one share, a
related party controlled by the Company’s Chief Executive Officer and a Director, can vote 50.1% of the total votes. There
are no preferences, dividends, or conversion rights.
On October 24, 2014, as part of the transaction
with G3P Holdings, the Company issued one share of its Series B convertible preferred stock which represents the number of shares
of Series B preferred stock which are convertible into an aggregate number shares of the Company’s commons stock equal to
50% of the number of shares of the Company’s common outstanding immediately prior to the share exchange. Due to the requirements
and timing for conversion, the share was not valued. (See footnote 1.)The Series B preferred share is exercisable only on the
second anniversary of the closing date of the transaction, under the terms forth in the share exchange agreement set forth below:
Conversion Rights of Convertible Preferred
Stock:
Up to fifty percent (50%) maximum of the outstanding
CS at October 24, 2014, (approximately 30,000,000 common stock shares).
At the end of two (2) years, G3P Existing
Shareholders have the right to convert the PS into CS on the following basis:
If BOPO earns $ 0 net cash flow and G3P earns
a minimum of $1,000,000 net cash flow then the PS can be converted into 50% of the CS outstanding on October 24, 2014, and prior
to the issuance of the CS in this Transaction; or If BOPO and G3P earn a similar amount of net cash flow then G3P can convert
the PS into 30% of the outstanding CS prior to the issuance of the CS in this Transaction or a total of 50% of the outstanding
shares at Closing including the CS issued at Closing; or
If G3P earns $-0- net cash flow, then G3P
cannot convert the PS but will retain the original 20% of the CS issued at Closing.
G3P has an option, which can be exercised
at the end of two (2) years to wait an additional one year to convert the PS. If G3P exercises the option to wait up to one more
year before converting the PS, then G3P must provide evidence that one project is under construction or all contracts for the
project are executed and funding is in place to commence construction.
(B) Common Stock
For the year ended November 30, 2014:
535,000 common shares were issued to unrelated
third parties for services rendered for a value of $57,001.
500,000 common shares were issued to a director
for services rendered for a value of $100,000
The Company expensed the shares issued for
services as a component of general and administrative expenses.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
722,550 common shares were issued to an unrelated
third party for conversion of $62,500 of debt and $9,755 of accrued interest, at a value of $0.10, per the convertible note agreement.
The loss on settlement of debt was $9,755. (See footnote 6.)
1,373,650 common shares were issued to an
unrelated third party for conversion of $125,000 of debt and $12,365 of accrued interest, at a value of $0.10, per the convertible
note agreement. The loss on settlement of debt was $67,379. (See footnote 6).
7,695,296 common shares were issued in accordance
with a share exchange agreement executed on October 24, 2014 with the shareholders of G3P Holdings. The fair value at the date
of the exchange was $923,436. The cost of the acquisition was a component of general and administrative expenses. (See footnote
1.)
For the year ended November 30, 2015:
The Company issued 600,000 shares of stock
for cash totaling $75,000, at values of $0.12 and $.15 per share to unrelated third parties.
200,000 common shares were issued to unrelated
third parties for services rendered for a value of $75,835.
200,000 common shares were issued to an unrelated
third party for conversion of $30,000 of debt, at a value of $0.15, per the convertible note agreement. (See footnote 6).
Note 9. Related Party Transactions
The Company has separated accounts payable
and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation,
health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other
related business expenses.
Notes payable to related parties at November
30, 2015 and November 30, 2014 is $525 and $51,375 respectively. Convertible notes payable to related parties is $50,000 at November
30, 2015, with a corresponding debt discount of $5,606 for a net amount of $44,394.
Accrued interest at November 30, 2015 and
November 30, 2014, amounted to $4,421 and $190, respectively and is a component of accounts payable and accrued expenses –
related parties. Interest expense on notes payable to related parties amounted to $33,124 and $275 for the years ended November
30, 2015 and November 30, 2014, respectively.
For the year ended November 30, 2014
Effective November 30, 2014, the Company granted
500,000 shares of common stock with a fair value of $100,000, to one of its directors in exchange for all fees owed to the director
for services rendered through November 30, 2014. (See footnote 8(B.))
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
For the year ended November 30, 2015
On November 5, 2014, the Director of Business
Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to December
30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with any new
loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor loaned
the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the director’s
$50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for
the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The loan was deemed to
have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the
loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined
to be $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May
13, 2015, another third party investor loaned the Company $15,000 with conversion rights at $0.15 per share. Therefore, effective
May 13, 2015, an additional $15,000 of the directors’ $50,000 note payable was reclassified to convertible debt with conversion
rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion
and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded
the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the
beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional
paid in capital. On July 24, 2015, a third party investor loaned the Company $30,000 with conversion rights at $0.15 per share.
Therefore, effective July 24, 2015, the remainder of the directors’ $50,000 note payable was reclassified to convertible
debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt
with Conversion and Other Options”. The loan was deemed to have a beneficial conversion feature because the fair value of
the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded
the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding
increase to additional paid in capital.
In May, 2015, a director purchased the Company’s
testing equipment for $6,000. The Company solicited bids for the sale of the equipment, which was no longer used in its business,
and the director was the highest bidder. The company recognized a loss on the sale of $4,183 on the sale.
During the years ended November 30, 2015 and
2014, the Company recorded related party interest expense of $33,124 and $275, respectively.
Note 10. Derivative Liabilities
On July 23, 2015, the Company entered into
a convertible loan agreement with an investor. The Company received a total of $50,000 which bears interest at 8% per annum and
is due on December 30, 2016. Interest shall accrue from the advancement date and shall be payable on December 30, 2016. Any portion
of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company
at a conversion price of $0.15 per share. If an equity transaction occurs at a price below $0.15, then the conversion price will
adjust to such price.
On this date of issuance, the Company recorded
a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the note to be
amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative
liability of $111,074 and initial loss on derivative liability of $61,074 based on the Black Scholes pricing model. As of November
30, 2015, $12,357 of the debt discount has been amortized. The fair value of the derivative liability at November 30, 2015 is
$60,356 resulting in a gain on the change in fair value of the derivative of $50,718 and the net loss on the derivative for the
year ended November 30, 2015 is $10,356. The Note is shown net of a derivative debt discount of $37,643 at November 30, 2015.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Since equity classification is not available
for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability,
at fair value. Derivative financial instrument is carried initially and subsequently at its fair values.
We estimated the fair value of the derivative
on the inception date, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because
that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary
to fair value complex derivate instruments.
As a result of the application of ASC No.
815 in year ended November 30, 2015 the fair value of the conversion feature is summarized as follows:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
The fair value at the commitment and re-measurement
dates for the Company’s derivative liabilities were based upon the following management assumptions as of November 30, 2015
and commitment date:
|
|
Commitment Date |
|
|
November 30, 2015 |
|
Expected dividends |
|
|
- |
|
|
|
- |
|
Expected volatility |
|
|
296.84 |
% |
|
|
310.04 |
% |
Expect term |
|
|
1.44 |
|
|
|
1.08 |
|
Risk free interest rate |
|
|
0.33 |
% |
|
|
0.51 |
% |
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 11. Commitments and Contingencies
Commitments
Employment Agreements – Officers
and Directors
As of November 30, 2015, the Company had employment
agreements with certain officers and directors (two individuals) containing the following provisions:
|
Term
of contract |
4
years, expiring on November 30, 2018 |
|
Salary |
$275,000
commencing December 1, 2014 |
|
Salary
deferral |
All
salaries will be accrued but may be paid from the Company’s available cash flow funds. |
Annual Salaries:
Name |
|
Starting Dec. 1, 2014 |
|
|
2014-15 |
|
|
2015-2016 |
|
|
2016-2017 |
|
Robert Kohn |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
Bonnie Nelson |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
The accrued officers and directors payroll
at November 30, 2015 is $1,993,582.
Lease Agreement
On June 3, 2013, the Company entered into
a new lease agreement with its current landlord. The lease is for a 24 month period, expiring on May 31, 2015 , and requires monthly
base rental payments of $ 4,000 for the period from June 1, 2013 through May 31, 2014 and $ 4,080 for the period from June 1,
2014 through May 31, 2015 plus adjustments for Common Area Expenses. On May 29, 2015, the Company amended and extended its current
lease for an additional twelve month period, expiring on May 31, 2016, and requires monthly base rental payments of $4,583. The
office space is approximately 2,000 square feet and includes five executive offices, a lunchroom and conference room.
Rent expense was $54,548 and $47,158 for the
years November 30, 2015 and 2014, respectively.
Contingencies
From time to time, the Company may be involved
in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material,
there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved
in litigation, will not have a material adverse effect on its business, financial condition or results of operations.
Note 12. Testing Services Agreement
On July 2, 2013, the Company entered into
agreements for the first stage of a project to develop a castor plantation and milling operation in the Republic of Paraguay with
offshore entities (aka “Ambrosia” and “Developer”) for the testing and development of a project with up
to $ 10,000,000 in financing upon certification of the castor yield effective and subject to material and adverse events. We received
notification of termination of the TSA project as of April 1, 2014 due to material and adverse events related to the necessity
for building roads due to extreme flooding conditions and issues associated with clearing of the land.
We entered into a Settlement Agreement with
our sub-contractor in June, 2014 for final payment for services related to the testing services agreement and all receivables
and payables related to the testing services agreement were satisfied in June, 2014.
The Company recorded other consulting revenue,
net of expense of $0 and $111,401 for the years ended November 30, 2015 and 2014, respectively, in connection with services provided
under the TSA.
BioPower Operations
Corporation and Subsidiaries
Notes to Consolidated
Financial Statements
November 30, 2015
and 2014
Note 13: Subsequent Events
On December 15, 2015 a shareholder loaned
the Company $25,000 for a Convertible Note at $.15 per share due.
On February 18, 2016 a shareholder loaned
the Company $16,500, for a Convertible Note at $.15 per share due.
On February 24, 2016, the Board of Directors
approved the following stock compensation because of the Company not making any cash payments toward salary for the fye 2015.
The stock compensation is to be paid by November 30, 2016 provided the Company had revenues from operations that could provide
for the taxes due for the stock compensation, or the stock would be returned to the Company. The stock will be issued but held
by the Transfer Agent until November 30, 2016 and the returned to the Company or distributed to the employee. The employee has
the option to pay the Company for the employer tax due and their own taxes due for the stock compensation on or before November
30, 2016.
Dr.
Neil Williams, CEO G3P |
|
|
2,000,000 |
|
|
common stock shares |
Robert Kohn, CEO BioPower |
|
|
1,250,000 |
|
|
common stock shares |
Bonnie Nelson, Director of Strategy |
|
|
1,250,000 |
|
|
common stock shares |
Benjamin Williams, Sr. Vice President |
|
|
500,000 |
|
|
common stock shares |
Total |
|
|
5,000,000 |
|
|
common stock shares |
On March 2, 2016, Mr. Baruch Halpern joined
the Company as Chief Operating Officer. For more than 20 years, Mr. Halpern has been involved in equity research, advisory, capital
raises, and has served as managing director of Halpern Capital, Inc., a boutique investment banking firm founded by Mr. Halpern
in 2002. He has also held senior finance positions at major corporations. Since 2009, Mr. Halpern has been managing director of
CrossCredit Capital, LLC, a firm focused on structured financial solutions, and since 2010 he has been managing director of Carbon
Capital Advisors, LLC, a firm focused on green energy and carbon footprint amelioration. He is a founder of Sustain:Green, a firm
founded in 2012 offering financial products such as prepaid debit and credit cards designed to fight climate change. Prior to
founding Halpern Capital in 2002, Mr. Halpern held various sell-side analyst positions. Additionally, he gained substantial buy-side
experience as vice president and portfolio manager at Fred Alger & Co., an investment advisory firm. At Fred Alger & Co.,
Mr. Halpern served as a research group leader, managing a $1 billion portfolio with more than 600 companies in a broad range of
industries. Mr. Halpern has an extensive corporate and industry background, having also held positions with Celanese Corporation
and Beech-Nut, Inc. He has served as a Director of RiceBran Technologies (NASDAQ: RIBT) since 2012. Mr. Halpern received his masters
of business administration in finance from Baruch College. Mr. Halpern has been a CFA Charter holder since 1982 and holds numerous
FINRA certifications.
As part of Mr. Halpern’s Employment
Contract, the Company authorized the issuance of 3,000,000 shares of its common stock to remain in the possession of the Transfer
Agent for one year. The 3,000,000 common shares will be released to Mr. Halpern after one year as long as he does not voluntarily
resign. At that time a standard two-year lock-up agreement will also be executed. If Mr. Halpern voluntarily resigns before his
first anniversary, there will be a claw-back of 2,250,000 common shares and Mr. Halpern will be issued the remaining 750,000 common
shares with a two-year lock-up agreement.
Mr. Halpern also loaned the Company $100,000
and entered into a convertible debt agreement at 8% interest, due on March 2, 2018. The debt is convertible into common shares
of stock at a conversion price of $0.15 per share. The loan includes a provision for matching future conversion rights with any
new loans made by the Company with the exception of a Right of First Refusal. In addition, if an equity transaction is done at
a price below $0.15 then the conversion price will adjust to such price.
EXHIBIT
31.1
CERTIFICATION
OF
PRINCIPAL
EXECUTIVE OFFICER/PRINCIPAL FINANCIAL OFFICER
PURSUANT
TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I,
Robert D. Kohn, certify that:
1.
I have reviewed this Annual Report on Form 10-K of the Registrant;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
As the Registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
As the Registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the annual report of BioPower Operations Corporation (the “Company”) on Form 10-K for the year ending
November 30, 2015, as filed with the Securities and Exchange Commission on the date hereof, I, Robert Kohn, Principal Executive
Officer, Principal Accounting and Financial Officer, Chief Executive Officer, Chief Financial Officer, Secretary and Director
of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002,
that to my knowledge:
1.
The annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2.
The information contained in the annual report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.
Date |
|
Name and Title |
|
|
|
|
|
BIOPOWER
OPERATIONS CORPORATION |
|
|
|
Dated:
March 15, 2016 |
By |
/s/
Robert Kohn |
|
|
Robert
D. Kohn,
Chief
Executive Officer,
Chief
Financial Officer,
Principle
Executive Officer,
Principal
Accounting and Financial
Officer
and Director |
v3.3.1.900
X |
- DefinitionIf the value is true, then the document is an amendment to previously-filed/accepted document.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionState aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.
+ References
+ Details
Name: |
dei_EntityPublicFloat |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ References
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Current Assets |
|
|
Cash |
$ 1,281
|
$ 15,118
|
Prepaid expenses |
12,708
|
818
|
Total Current Assets |
13,989
|
15,936
|
Equipment - net |
10,876
|
21,234
|
Security deposit |
6,937
|
11,193
|
Total Noncurrent Assets |
17,813
|
32,427
|
Total Assets |
31,802
|
48,363
|
Current Liabilities |
|
|
Accounts payable and accrued expenses |
435,567
|
419,090
|
Accounts payable and accrued expenses - related parties |
3,043,282
|
$ 1,455,540
|
Derivative liability |
60,356
|
|
Notes payable - related parties |
525
|
$ 51,375
|
Notes payable |
132,500
|
155,000
|
Convertible debt, net of discount |
189,366
|
$ 62,500
|
Convertible debt - related parties, net of discount |
44,394
|
|
Total Current Liabilities |
3,905,990
|
$ 2,143,505
|
Total Liabilities |
3,905,990
|
2,143,505
|
Stockholders' Deficit |
|
|
Preferred stock, $1 par value; 10,000 shares authorized; 1 share issued and outstanding |
1
|
1
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 42,107,676 shares and 41,107,676 shares, respectively, issued and outstanding |
4,212
|
4,112
|
Additional paid-in capital |
4,013,145
|
3,580,931
|
Accumulated deficit |
(7,891,546)
|
(5,680,186)
|
Total Stockholders' Deficit |
(3,874,188)
|
(2,095,142)
|
Total Liabilities and Stockholders' Deficit |
$ 31,802
|
$ 48,363
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.18) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 12 -Article 7
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.9) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6801-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.10-17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 18 -Article 5
+ Details
Name: |
us-gaap_AssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebtCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.32) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 25 -Article 7
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6787-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 10 -Section 05 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51662447&loc=d3e5879-108316
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Assets -URI http://asc.fasb.org/extlink&oid=6509628
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8,17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_SecurityDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 1
|
$ 1
|
Preferred stock, shares authorized |
10,000
|
10,000
|
Preferred stock, shares issued |
1
|
1
|
Preferred stock, shares outstanding |
1
|
1
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
42,107,676
|
41,107,676
|
Common stock, shares outstanding |
42,107,676
|
41,107,676
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Income Statement [Abstract] |
|
|
Revenue, net of costs |
$ 13,420
|
|
General and administrative expenses |
1,968,811
|
$ 2,021,003
|
Other income (expense) |
|
|
Interest expense |
$ (241,430)
|
(106,285)
|
Loss on settlement of debt and accrued expenses |
|
$ (77,134)
|
Loss on sale of equipment |
$ (4,183)
|
|
Loss on derivatives |
$ (10,356)
|
|
Consulting revenue, net of expense |
|
$ 111,401
|
Total other income (expense) - net |
$ (255,969)
|
(72,018)
|
Net loss |
$ (2,211,360)
|
$ (2,093,021)
|
Net loss per common share - basic and diluted |
$ (0.05)
|
$ (0.07)
|
Weighted average number of common shares outstanding during the period - basic and diluted |
41,723,041
|
31,289,083
|
X |
- DefinitionLoss on settlement of debt and accrued expenses.
+ References
+ Details
Name: |
BOPO_LossOnSettlementOfDebtAndAccruedExpenses |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe difference between the book value and the sale price of options, swaps, futures, forward contracts, and other derivative instruments. This element refers to the gain (loss) included in earnings.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.13(h)) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_GainLossOnSaleOfDerivatives |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionInterest expense on all other items not previously classified. For example, includes dividends associated with redeemable preferred stock of a subsidiary that is treated as a liability in the parent's consolidated balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4D -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph -4 -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpenseOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest).
+ References
+ Details
Name: |
us-gaap_InterestRevenueExpenseNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.9) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SalesRevenueNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAverage number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).
+ References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statement of Stockholders' Deficit - USD ($)
|
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid In Capital [Member] |
Deficit Accumulated During Development Stage [Member] |
Accumulated Other Comprehensive Loss [Member] |
Total |
Balance at Nov. 30, 2013 |
$ 1
|
$ 3,027
|
$ 1,947,326
|
$ (3,587,165)
|
|
$ (1,636,811)
|
Balance, shares at Nov. 30, 2013 |
1
|
30,281,180
|
|
|
|
|
Issuance of common stock for services |
|
$ 55
|
33,196
|
|
|
33,251
|
Issuance of common stock for services, shares |
|
535,000
|
|
|
|
|
Issuance of common stock for services - related party |
|
$ 50
|
309,950
|
|
|
310,000
|
Issuance of common stock for services - related party, shares |
|
500,000
|
|
|
|
|
Issuance of common stock for conversion of debt and accrued expenses |
|
$ 210
|
209,409
|
|
|
209,619
|
Issuance of common stock for conversion of debt and accrued expenses, shares |
|
2,096,200
|
|
|
|
|
Issuance of common stock for acquisition |
|
$ 770
|
922,666
|
|
|
(923,436)
|
Issuance of common stock for acquisition, shares |
|
7,695,296
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
77,134
|
|
|
77,134
|
Debt discount on convertible debt |
|
|
81,250
|
|
|
81,250
|
Net loss |
|
|
|
(2,093,021)
|
|
(2,093,021)
|
Balance at Nov. 30, 2014 |
$ 1
|
$ 4,112
|
3,580,931
|
(5,680,186)
|
|
(2,095,142)
|
Balance, shares at Nov. 30, 2014 |
1
|
41,107,676
|
|
|
|
|
Issuance of common stock for services |
|
$ 20
|
75,815
|
|
|
75,835
|
Issuance of common stock for services, shares |
|
200,000
|
|
|
|
|
Issuance of common stock for conversion of debt and accrued expenses |
|
$ 20
|
29,980
|
|
|
$ 30,000
|
Issuance of common stock for conversion of debt and accrued expenses, shares |
|
200,000
|
|
|
|
|
Issuance of common stock for acquisition |
|
|
|
|
|
|
Issuance of common stock for cash |
|
$ 60
|
74,940
|
|
|
$ 75,000
|
Issuance of common stock for cash, shares |
|
600,000
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
|
|
|
|
Debt discount on convertible debt |
|
|
251,479
|
|
|
$ 251,479
|
Net loss |
|
|
|
(2,211,360)
|
|
(2,211,360)
|
Balance at Nov. 30, 2015 |
$ 1
|
$ 4,212
|
$ 4,013,145
|
$ (7,891,546)
|
|
$ (3,874,188)
|
Balance, shares at Nov. 30, 2015 |
1
|
42,107,676
|
|
|
|
|
X |
- DefinitionLoss on settlement of debt and accrued expenses.
+ References
+ Details
Name: |
BOPO_LossOnSettlementOfDebtAndAccruedExpenses |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of deferred taxes for convertible debt with a beneficial conversion feature.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 55 -Paragraph 51 -URI http://asc.fasb.org/extlink&oid=51663037&loc=d3e34017-109320
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Beneficial Conversion Feature -URI http://asc.fasb.org/extlink&oid=6505963
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28,29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued pursuant to acquisitions during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_PreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_AdditionalPaidInCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=BOPO_DeficitAccumulatedDuringDevelopmentStageMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_AccumulatedOtherComprehensiveIncomeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfStockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (2,211,360)
|
$ (2,093,021)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Loss on settlement of debt and accrued expenses |
|
77,134
|
Depreciation |
$ 9,215
|
12,341
|
Stock issued for acquisition |
|
923,436
|
Stock based compensation expense |
$ 75,835
|
$ 343,251
|
Loss on sale of equipment |
4,183
|
|
Amortization of debt discount |
217,760
|
$ 81,250
|
Loss on derivatives |
$ 10,356
|
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
|
$ 27,840
|
Prepaid expenses and other current assets |
$ (7,634)
|
10,440
|
Accounts payable and accrued expenses |
21,456
|
(71,924)
|
Accounts payable and accrued expenses - related parties |
1,593,742
|
356,753
|
Net Cash Used In Operating Activities |
(286,447)
|
(332,500)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of equipment |
(9,040)
|
(4,754)
|
Net Cash Provided By Investing Activities |
(9,040)
|
(4,754)
|
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: |
|
|
Proceeds from convertible debt |
192,500
|
125,000
|
Proceeds from notes payable |
$ 22,500
|
67,000
|
Proceeds from notes payable - related parties |
|
$ 51,200
|
Repayment of notes payable |
$ (7,500)
|
|
Repayment notes payable - related party |
(850)
|
|
Proceeds from issuance of common stock |
75,000
|
|
Net Cash Provided By Financing Activities |
281,650
|
$ 243,200
|
Net Increase (Decrease) in Cash |
(13,837)
|
(94,054)
|
Cash - Beginning of Period |
15,118
|
109,172
|
Cash - End of Period |
$ 1,281
|
$ 15,118
|
SUPPLEMENTARY CASH FLOW INFORMATION: |
|
|
Income Taxes |
|
|
Interest |
|
|
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Related party accounts payable settled by sale of asset to related party |
$ 6,000
|
|
Accrued expenses converted to convertible debt |
4,979
|
|
Reclassification of note payable from convertible to non convertible |
62,500
|
|
Reclassification of note payable from non convertible to convertible |
100,000
|
|
Reclassification of related note payable from non convertible to convertible |
50,000
|
|
Debt discount recorded on convertible debt |
216,979
|
$ 81,250
|
Debt discount recorded on convertible debt - related party |
34,500
|
|
Debt discount recorded on derivative on convertible debt |
50,000
|
|
Debt converted |
$ 30,000
|
$ 209,619
|
X |
- DefinitionCommon stock issued for conversion of debt and accrued expenses.
+ References
+ Details
Name: |
BOPO_CommonStockIssuedForConversionOfDebtAndAccruedExpenses |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe debt discount recorded on convertible debt.
+ References
+ Details
Name: |
BOPO_DebtDiscountRecordedOnConvertibleDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionDebt discount recorded on derivative on convertible debt.
+ References
+ Details
Name: |
BOPO_DebtDiscountRecordedOnDerivativeOnConvertibleDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionLoss on settlement of debt and accrued expenses.
+ References
+ Details
Name: |
BOPO_LossOnSettlementOfDebtAndAccruedExpenses |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of note payable from convertible to non convertible.
+ References
+ Details
Name: |
BOPO_ReclassificationOfNotePayableFromConvertibleToNonConvertible |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of note payable from non convertible to convertible.
+ References
+ Details
Name: |
BOPO_ReclassificationOfNotePayableFromNonConvertibleToConvertible |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReversal of common stock payable.
+ References
+ Details
Name: |
BOPO_ReversalOfCommonStockPayable |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for interest during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_InterestPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3213-108585
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued pursuant to acquisitions during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_SupplementalCashFlowElementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_UnrealizedGainLossOnDerivatives |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.3.1.900
Organization
|
12 Months Ended |
Nov. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization |
Note 1. Organization:
BioPower Corporation (BioPower
or the Company) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re-domiciled
to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation
contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly-owned
subsidiary.
On October 24, 2014, the Company executed
a Share Exchange Agreement (SEA) with Green3Power Holdings Company (G3P) to acquire
G3P and its wholly-owned subsidiaries Green3Power Operations Inc., a Delaware corporation (G3P
OPS) and Green3Power International Company, a Nevis Corporation (G3PI), which are wholly-owned
subsidiaries of the Company. This transaction was a stock for stock exchange, which was accounted for as an acquisition and recorded
as an expense based on the fair value of the Companys common stock as of the date of the exchange. Also exchanged was one
share of the Companys Series B, preferred stock, which is convertible into common shares two years from the date of the
SEA, if certain milestones are met as required by the SEA. No value was attributed to the preferred share. (See footnote 8. (B)).
We conduct all of our operations through Green3Power Holdings Company and their subsidiaries which are primarily engaged
in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management
and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities
on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services
globally.
The Companys fiscal year end
is November 30.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35735333&loc=d3e288-107754
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Summary of Significant Accounting Policies
|
12 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Note 2 Summary of Significant Accounting
Policies
Principles of Consolidation
All inter-company accounts and transactions
have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States (GAAP) 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ materially from those estimates.
Such estimates and assumptions for the periods
ended November 30, 2015 and 2014, affect, among others, the following:
|
● |
estimated fair value of share based payments, |
|
|
|
|
● |
estimated carrying value, useful lives and related impairment of equipment and intangible assets; and |
|
|
|
|
● |
estimated valuation allowance for deferred tax assets, due to continuing and expected future losses |
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate could change in the
near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash
The Company considers all highly liquid instruments
purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents
at November 30, 2015.
Accounts Receivable and Allowance for Doubtful
Accounts
Accounts receivable are stated at their estimated
net realizable values. The Company evaluates whether it is necessary to record an allowance for doubtful accounts for estimated
losses inherent in the accounts receivable portfolio. In evaluating the required allowance, management considers historical losses
adjusted to take into account current market conditions and financial conditions, the amount of receivables in dispute, and the
current receivables aging and current payment patterns. Based on its evaluation, no allowance for doubtful accounts was
recorded as of November 30, 2015.
Equipment
Equipment is stated at cost, less accumulated
depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations
when incurred. Betterments and renewals are capitalized when deemed material. When equipment is sold or otherwise disposed of,
the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.
Equipment is reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment
charges taken during the periods ended November 30, 2015 and 2014.
Derivative Liabilities
Fair Value of Financial Instruments
The Companys financial instruments consist
of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial
instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates
unless otherwise disclosed in these financial statements.
Financial assets and liabilities recorded at
fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs
used to measure fair value into the following levels:
Fair Value of Financial Instruments
Level 1Quoted market prices in active
markets for identical assets or liabilities at the measurement date.
Level 2Quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;
or other inputs that are observable and can be corroborated by observable market data.
Level 3Inputs reflecting managements
best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date.
The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instruments categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured at
fair value on a recurring basis are summarized below for the year ended November 30, 2015
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
60,356 |
|
|
$ |
60,356 |
|
Financial assets and liabilities measured at
fair value on a recurring basis are summarized below for the year ended November 30, 2014:
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The following table presents details of the
Companys level 3 derivative liabilities as of November 30, 2014:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
Investment in Joint Venture
GECC, a subsidiary of the Company signed an
agreement to form a 50-50 Joint Venture with AGT Technologies, LLC. in November 2013 for the technology used for the conversion
of cellulosic sugar to ethanol.
GECC owns fifty percent of MicrobeSynergy,
LLC joint venture and will record its investment on the equity basis of accounting. The Companys proportionate share of
expenses incurred by the Joint Venture will be charged to the statement of operations and adjusted against the Investment in Joint
Venture. Losses from the Joint Venture are only recognized until the investment in the Joint Venture is reduced to zero. Losses
in excess of the investment must be restored from future profits before the Company can recognize its proportionate share of profits.
Elements of the joint venture related to exclusivity
of the technology are in dispute.
The Company intends to sell GECC for a nominal
value as its total focus is on the development of waste-to-energy facilities and waste remediation.
As of November 30, 2015, the Joint Ventures
had no activity.
Convertible debt, Beneficial Conversion
Feature and Debt Discount
For conventional convertible debt where the
rate of conversion is below market value at the date of the agreement, the Company records a beneficial conversion feature
(BCF) and related debt discount.
When the Company records a BCF, the relative
fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount
would be amortized to interest expense over the life of the debt. When a conversion of the underlying debt occurs, a proportionate
share of the unamortized amounts is immediately expensed.
Share-based payments
The Company recognizes all forms of share-based
payments, including stock option grants, warrants, and restricted stock grants, which are based on the estimated number of awards
that are ultimately expected to vest, using a fair-value-based method and measurement date as required by ASC 718 and ASC 505.
Share based payments, excluding restricted
stock, are valued using a Black-Scholes option pricing model. Share based payment awards issued to non-employees for services rendered
are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more
readily determinable.
The grants are amortized on a straight-line
basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur,
any previously recognized compensation cost is reversed in the period related to the termination of service.
When computing fair value, the Company may
consider the following variables:
● |
The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. |
|
|
● |
The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. |
|
|
● |
The expected option term is computed using the simplified method as permitted under the provisions of Staff Accounting Bulletin (SAB) 110. |
|
|
● |
The expected volatility is based on the historical volatility of the Companys common stock, based on the daily quoted closing trading prices. |
|
|
● |
The forfeiture rate is based on the historical forfeiture rate for unvested stock options. |
Earnings per share
Basic earnings (loss) per share is computed
by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings
(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock
equivalents and potentially dilutive securities outstanding during the period. The Company does not include shares not yet issued
that were included as a component of common stock payable in the earnings per share calculation.
Since the Company reflected a net loss in 2015
and 2014, considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted
earnings (loss) per share is not presented.
The Company has the following potential common
stock equivalents at November 30, 2015 and 2014:
|
|
November 30, 2015 |
|
|
November 30, 2014 |
|
Convertible debt |
|
|
3,174,790 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Revenue Recognition
The Company and its subsidiaries intend to
focus on developing waste to energy projects globally by designing, engineering, permitting, procuring equipment, managing construction
and operating and maintaining facilities for the conversion of wastes into energy through licensed gasification technology including
but not limited to producing electricity and ultra-low sulfur renewable synthetic fuels.
The Company also provides waste remediation
services. Our revenues from waste remediation services are primarily from consulting and actual remediation and are presented net
of related project costs.
Revenues are recognized when realized or realizable
and have been earned.
Income Taxes
Provisions for income taxes are calculated
based on reported pre-tax earnings and current tax law.
Significant judgment is required in determining
income tax provisions and evaluating tax positions. The Company periodically assesses its liabilities and contingencies for all
periods that are currently open to examination or have not been effectively settled based on the most current available information.
When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting
tax liability and any applicable interest and penalties in the financial statements.
Deferred tax assets and liabilities are recorded
for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements
using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects
of these deferred tax assets and liabilities separately for each major tax jurisdiction.
The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records
a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized.
The Company evaluates its deferred tax assets and liabilities on a periodic basis.
Recent Accounting Pronouncements
There are no new accounting pronouncements
that are expected to have any material impact on the Companys consolidated financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18861-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18743-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18854-107790
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Going Concern
|
12 Months Ended |
Nov. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
Note 3. Going Concern
As reflected in the accompanying consolidated
financial statements, the Company had a net loss of $2,211,360 and $2,093,021, for the years ended November 30, 2015 and 2014,
respectively, and net cash used in operations of $283,321 and $332,500 for the years ended November 30, 2015 and 2014, respectively.
Additionally, the Company had a working capital deficit of $3,892,001 and $2,127,569, for the years ended November 30, 2015 and
2014, respectively and a stockholders deficit of $3,874,188 and $2,095,142, at November 30, 2015 and 2014, respectively.
These factors raise substantial doubt about the Companys ability to continue as a going concern.
The ability of the Company to continue
as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations
with other entities, further implementation of its business plan and continuing to raise funds through debt and/or equity financings.
The Company will likely rely upon related party debt and/or equity financing in order to ensure the continuing existence of the
business.
The accompanying consolidated 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. These financial statements do not include any adjustments relating to the recovery of the recorded
assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 40 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=51888302&loc=SL51888449-203568
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 40 -Section 50 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=51888302&loc=SL51888443-203568
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Equipment
|
12 Months Ended |
Nov. 30, 2015 |
Property, Plant and Equipment [Abstract] |
|
Equipment |
Note 4. Equipment
At November 30, 2015 and November 30,
2014, equipment consists of the following:
|
|
November 30, |
|
|
|
|
|
2015 |
|
|
2014 |
|
|
Estimated Useful Life |
Computer Equipment |
|
$ |
36,800 |
|
|
$ |
27,760 |
|
|
5 years |
Testing Equipment |
|
|
- |
|
|
|
20,366 |
|
|
3 years |
Less: Accumulated depreciation |
|
|
(25,924 |
) |
|
|
(26,892 |
) |
|
|
Equipment, net |
|
$ |
10,876 |
|
|
$ |
21,234 |
|
|
|
Depreciation expense was $9,215 and
$12,341 for the years ended November 30, 2015 and 2014, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13-14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51717284&loc=d3e1361-107760
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51719941&loc=d3e2921-110230
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Income Taxes
|
12 Months Ended |
Nov. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
Note 5. Income Taxes
The Company recognizes deferred tax
assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets
and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company
has established a valuation allowance to reflect the likelihood of the realization of deferred tax assets.
The Company has a net operating loss
carryforward for tax purposes totaling approximately $3,062,000 at November 30, 2015, expiring through 2034. U.S. Internal Revenue
Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control
(generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as
follows:
Significant deferred tax assets at November
30, 2015 and 2014 are approximately as follows:
|
|
2015 |
|
|
2014 |
|
Gross deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
1,152,000 |
|
|
$ |
568,000 |
|
Accrued and deferred expenses |
|
|
752,000 |
|
|
|
624,000 |
|
Total deferred tax assets |
|
|
1,904,000 |
|
|
|
1,192,000 |
|
Less: valuation allowance |
|
|
(1,904,000 |
) |
|
|
(1,192,000 |
) |
Net deferred tax asset recorded |
|
|
- |
|
|
$ |
- |
|
The valuation allowance at November
30, 2015, and 2014, was approximately $1,904,000 and $1,192,000, respectively.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(h)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Notes Payable and Convertible Debt
|
12 Months Ended |
Nov. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable and Convertible Debt |
Note 6. Notes Payable and Convertible
Debt
Notes payable consists of the following:
|
|
Balance |
|
|
Interest Rate |
|
|
Maturity |
|
|
|
|
|
|
|
|
|
Balance November 30, 2013 |
|
$ |
88,000 |
|
|
|
|
|
|
|
Borrowings |
|
|
30,000 |
|
|
|
4 |
% |
|
August 4, 2014, in default |
Borrowings |
|
|
25,000 |
|
|
|
8 |
% |
|
June 30, 2015, in default |
Borrowings |
|
|
10,000 |
|
|
|
8 |
% |
|
April 1, 2015, in default |
Borrowings |
|
|
2,000 |
|
|
|
8 |
% |
|
April 30, 2015, in default |
Balance November 30, 2014 |
|
$ |
155,000 |
|
|
|
8 |
% |
|
Various |
Reclassification of convertible debt to notes payable |
|
|
62,500 |
|
|
|
8 |
% |
|
Due on demand |
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
September 1, 2015 |
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 14, 2015 |
Repayment of note payable |
|
|
(7,500 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(43,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(15,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(42,000 |
) |
|
|
|
|
|
|
Balance November 30, 2015 |
|
$ |
132,500 |
|
|
|
|
|
|
|
A third party investor advanced $30,000
in July, 2014, at 8% interest. The loan which was due August 4, 2014, has not been repaid. During September and October, 2014,
a third party investor loaned the Company $25,000 at 8% interest, due on or before June 30, 2015.
In October, 2014, a third party investor
made two advances totaling $12,000, at 8% interest. The loans are due in April, 2015.
In December, 2014 a third party investor
combined two previous loans dated July 2, 2013 and September 11, 2014 for $18,000 and $5,000, respectively, into a new loan of
$23,000, at 8% interest, due May 5, 2015. The $23,000 note payable and $20,000 note payable from the period ending November 30,
2014, was reclassified as convertible debt on July 24, 2015.
In May, 2015 a third party investor
advanced $7,500, at 8% interest, which is due on September 1, 2015. The loan and accrued interest has been repaid.
On May 13, 2015 a third party investor
advanced $30,000 of which $15,000 was not convertible. The loan was due on or before July 14, 2015, at 8% interest. The non-convertible
portion of the debt was reclassified as convertible debt on July 24, 2015 (See Note 6- Convertible Debt).
Only July 24, 2015 a third party investor
combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively,
along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. (See Note 6-
Convertible Debt).
Accrued interest on notes payable at
November 30, 2015 and November 30, 2014 amounted to $15,863 and $9,474, respectively, which is included as a component of accounts
payable and accrued expenses.
Convertible debt consists of the following:
|
|
Balance |
|
|
Interest
Rate |
|
|
Maturity |
|
Conversion Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2013 |
|
$ |
125,000 |
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
125,000 |
|
|
|
8 |
% |
|
Due on demand |
|
|
0.10 |
|
Conversion of borrowings to equity |
|
|
(125,000 |
) |
|
|
|
|
|
|
|
|
|
|
Conversion of borrowings to equity |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2014 |
|
$ |
62,500 |
|
|
|
8 |
% |
|
|
|
|
0.10 |
|
Reclassification to notes payable |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.12 |
|
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 15, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
15,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
43,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
42,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
120,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
50,000 |
|
|
|
8 |
% |
|
December 30, 2016 |
|
|
0.15 |
|
Accrued interest added to convertible debt |
|
|
4,979 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Conversion of borrowings to equity |
|
|
(30,000 |
) |
|
|
|
|
|
|
|
|
|
|
Debt Discount |
|
|
(78,113 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2015 |
|
$ |
189,366 |
|
|
|
|
|
|
|
|
|
|
|
On November 22, 2013 a third party investor
advanced $125,000 due in 14 months from the date of the loan. Pursuant to the agreement the investor was allowed to convert up
to 50% of the debt into commons stock at the conversion price of $0.10 per share. Pursuant to a November 28, 2014 agreement of
the board of directors, the investor was allowed to convert 100% of the original amount of the debt and accrued interest into the
Companys common shares at a price of $0.10 per share in return for the investor extending the due date of remaining notes
payable to June 30, 2015. The Company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion
and Other Options. The portion of the loan which was originally convertible (50%) was deemed to have a beneficial conversion
feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date.
Accordingly, the Company recorded the value of the beneficial conversion feature for 50% of the debt, which was determined to be
$18,750, as a discount to the loan and a corresponding increase to additional paid in capital. The debt discount was recognized
as interest expense in the current period. The fair market value of the remaining shares as of the date of conversion, November
25, 2014, was $0.19 per share. At the date of conversion, the Company immediately recognized a loss on conversion of the debt and
accrued interest of $67,379 with a corresponding increase to additional paid in capital.
On December 3, 2013 a third party investor
advanced $125,000 due on or before February 3, 2015. Pursuant to the agreement, the investor was allowed to convert up to 50% of
the debt at a share price of $0.10. The Company accounted for the conversion of loan in accordance with ASC 470, Debt with
Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the
stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the
value of the beneficial conversion feature, which was determined to be $62,500 as a discount to the loan and a corresponding increase
to additional paid in capital. The amount was recognized as interest expense. There was a loss on the conversion of accrued interest
of $9,755, which was recorded as a loss on the settlement of debt and a corresponding amount was recorded as an increase to paid
in capital.
On December 30, 2014 a third party investor
advanced $7,500 due on or before December 30, 2015. Pursuant to the agreement, the investor is allowed to convert 100% of the debt
at a share price of $0.12. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion
and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded
the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the
beneficial conversion feature, which was determined to be $5,000 as a discount to the loan and a corresponding increase to additional
paid in capital.
On May 13, 2015 a third party investor
advanced $30,000 due on or before July 15, 2015. Pursuant to the agreement, the investor was allowed to convert 50% of the debt
at a share price of $0.15. The loan was later modified to allow for the conversion of the entire debt. In the third quarter, the
$30,000 loan was converted into 200,000 shares at $0.15 per share. The company accounted for the conversion of loan in accordance
with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature
because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly,
the Company recorded the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan
and a corresponding increase to additional paid in capital.
Only July 24, 2015 a third party investor
combined a note in the amount of $23,000, dated December 1, 2014, along with a note in the amount of $20,000, dated October 14,
2014 and accrued interest of $2,531, into one note in the amount of $45,531, due December 30, 2015. The loan renewal and modification
allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion of loan in accordance
with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature
because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly,
the Company recorded the value of the beneficial conversion feature, which was determined to be $10,882 as a discount to the loan
and a corresponding increase to additional paid in capital. (See Note 6-Note payable).
Only July 24, 2015 a third party investor
combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively,
along with accrued interest of $2,448, into one convertible note in the amount of $44,448, due December 30, 2015. The loan renewal
and modification allows the debt to be converted into common shares at $0.15 per share. The company accounted for the conversion
of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial
conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment
date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $10,623 as a
discount to the loan and a corresponding increase to additional paid in capital. (See Note 6- Note payable).
In July, 2015, the Company entered into
various convertible debt agreements totaling $120,000 at 8% interest, due on December 30, 2015. The debt is convertible into common
shares of stock at a conversion price of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC
470, Debt with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because
the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the
Company recorded the value of the beneficial conversion feature, which was determined to be $120,000 as a discount to the loan
and a corresponding increase to additional paid in capital.
In July, 2015, the Company entered into
convertible debt agreements totaling $50,000 at 8% interest, due on December 30, 2016. The debt is convertible into common shares
of stock at a conversion price of $0.15 per share. On this date the Company recorded a debt discount of $50,000 from the initial
valuation of the derivative liability of $111,074 and an initial loss on the derivative liability of $61,074 based on the Black
Sholes pricing model. The fair value of the derivative liability at November 30, 2015 is $60,356, resulting in a loss on the change
in fair value of the derivative of $50,718. The note is shown net of a derivative debt discount of $37,643 at November 30, 2015.
(See Note 6).
Accrued interest on convertible debt
at November 30, 2015 and November 30, 2014 amounted to $11,703 and $294, respectively, which is included as a component of accounts
payable and accrued expenses.
Interest expense on convertible debt
with third parties amounted to $8,025 and $4,973 at November 30, 2015 and 2014, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Notes Payable - Related Parties
|
12 Months Ended |
Nov. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable - Related Parties |
Note 7. Notes Payable
Related Parties
For the year Ended November 30, 2014
During August, 2014, the directors of
the Company made interest free loans of $1,200, which are due on demand.
On November 5, 2014, the Director of
Business Strategy made a loan of $50,000, bearing interest at 8% with terms comparable to other loans from third parties. Accordingly,
and pursuant to the debt agreement, the $50,000 loan is now convertible debt, which was due on May 5, 2015, and is now a demand
loan.
For the year ended November 30, 2015
On November 5, 2014, the Director of
Business Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to
December 30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with
any new loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor
loaned the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the directors
$50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for
the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to
have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the
loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined
to be $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May
13, 2015, another third party investor loaned the Company $15,000 with conversion rights at $0.15 per share. Therefore, effective
May 13, 2015, an additional $15,000 of the directors $50,000 note payable was reclassified to convertible debt with conversion
rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion
and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded
the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the
beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional
paid in capital. On July 24, 2015, a third party investor loaned the Company $30,000 with conversion rights at $0.15 per share.
Therefore, effective July 24, 2015, the remainder of the directors $50,000 note payable was reclassified to convertible
debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt
with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of
the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded
the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding
increase to additional paid in capital.
As of November 30, 2015 and 2014,
respectively the Company owes $4,250 and $294 in accrued interest, respectively, which has been recorded as a component of accounts
payable and accrued expenses related party.
The Company has separated accounts payable
and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation,
health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other
related business expenses.
|
X |
- DefinitionNotes Payable Related Parties [Text Block].
+ References
+ Details
Name: |
BOPO_NotesPayableRelatedPartiesTextBlock |
Namespace Prefix: |
BOPO_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Stockholders' Deficit
|
12 Months Ended |
Nov. 30, 2015 |
Equity [Abstract] |
|
Stockholders' Deficit |
Note 8. Stockholders Deficit
(A) Preferred Stock
On January 28, 2011, the Company issued one
share of Series A, preferred stock for $1. This series of preferred stock had a provision that the holder of the one share, a related
party controlled by the Companys Chief Executive Officer and a Director, can vote 50.1% of the total votes. There are no
preferences, dividends, or conversion rights.
On October 24, 2014, as part of the transaction
with G3P Holdings, the Company issued one share of its Series B convertible preferred stock which represents the number of shares
of Series B preferred stock which are convertible into an aggregate number shares of the Companys commons stock equal to
50% of the number of shares of the Companys common outstanding immediately prior to the share exchange. Due to the requirements
and timing for conversion, the share was not valued. (See footnote 1.)The Series B preferred share is exercisable only on the second
anniversary of the closing date of the transaction, under the terms forth in the share exchange agreement set forth below:
Conversion Rights of Convertible Preferred
Stock:
Up to fifty percent (50%) maximum of the outstanding
CS at October 24, 2014, (approximately 30,000,000 common stock shares).
At the end of two (2) years, G3P Existing Shareholders
have the right to convert the PS into CS on the following basis:
If BOPO earns $ 0 net cash flow and G3P earns
a minimum of $1,000,000 net cash flow then the PS can be converted into 50% of the CS outstanding on October 24, 2014, and prior
to the issuance of the CS in this Transaction; or If BOPO and G3P earn a similar amount of net cash flow then G3P can convert the
PS into 30% of the outstanding CS prior to the issuance of the CS in this Transaction or a total of 50% of the outstanding shares
at Closing including the CS issued at Closing; or
If G3P earns $-0- net cash flow, then G3P cannot
convert the PS but will retain the original 20% of the CS issued at Closing.
G3P has an option, which can be exercised at
the end of two (2) years to wait an additional one year to convert the PS. If G3P exercises the option to wait up to one more year
before converting the PS, then G3P must provide evidence that one project is under construction or all contracts for the project
are executed and funding is in place to commence construction.
(B) Common Stock
For the year ended November 30, 2014:
535,000 common shares were issued to unrelated
third parties for services rendered for a value of $57,001.
500,000 common shares were issued to a director
for services rendered for a value of $100,000
The Company expensed the shares issued for
services as a component of general and administrative expenses.
722,550 common shares were issued to an unrelated
third party for conversion of $62,500 of debt and $9,755 of accrued interest, at a value of $0.10, per the convertible note agreement.
The loss on settlement of debt was $9,755. (See footnote 6.)
1,373,650 common shares were issued to an unrelated
third party for conversion of $125,000 of debt and $12,365 of accrued interest, at a value of $0.10, per the convertible note agreement.
The loss on settlement of debt was $67,379. (See footnote 6).
7,695,296 common shares were issued in accordance
with a share exchange agreement executed on October 24, 2014 with the shareholders of G3P Holdings. The fair value at the date
of the exchange was $923,436. The cost of the acquisition was a component of general and administrative expenses. (See footnote
1.)
For the year ended November 30, 2015:
The Company issued 600,000 shares of stock
for cash totaling $75,000, at values of $0.12 and $.15 per share to unrelated third parties.
200,000 common shares were issued to unrelated
third parties for services rendered for a value of $75,835.
200,000 common shares were issued to an unrelated
third party for conversion of $30,000 of debt, at a value of $0.15, per the convertible note agreement. (See footnote 6).
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Nov. 30, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note 9. Related Party Transactions
The Company has separated accounts payable
and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation,
health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other
related business expenses.
Notes payable to related parties at
November 30, 2015 and November 30, 2014 is $525 and $51,375 respectively. Convertible notes payable to related parties is $50,000
at November 30, 2015, with a corresponding debt discount of $5,606 for a net amount of $44,394.
Accrued interest at November 30, 2015
and November 30, 2014, amounted to $4,421 and $190, respectively and is a component of accounts payable and accrued expenses
related parties. Interest expense on notes payable to related parties amounted to $33,124 and $275 for the years ended November
30, 2015 and November 30, 2014, respectively.
For the year ended November 30, 2014
Effective November 30, 2014, the Company
granted 500,000 shares of common stock with a fair value of $100,000, to one of its directors in exchange for all fees owed to
the director for services rendered through November 30, 2014. (See footnote 8(B.))
For the year ended November 30, 2015
On November 5, 2014, the Director of
Business Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to
December 30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with
any new loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor
loaned the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the directors
$50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for
the conversion of loan in accordance with ASC 470, Debt with Conversion and Other Options. The loan was deemed to
have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the
loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined
to be $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May
13, 2015, another third party investor loaned the Company $15,000 with conversion rights at $0.15 per share. Therefore, effective
May 13, 2015, an additional $15,000 of the directors $50,000 note payable was reclassified to convertible debt with conversion
rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt with Conversion
and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded
the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the
beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding increase to additional
paid in capital. On July 24, 2015, a third party investor loaned the Company $30,000 with conversion rights at $0.15 per share.
Therefore, effective July 24, 2015, the remainder of the directors $50,000 note payable was reclassified to convertible
debt with conversion rights of $0.15 per share. The company accounted for the conversion of loan in accordance with ASC 470, Debt
with Conversion and Other Options. The loan was deemed to have a beneficial conversion feature because the fair value of
the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded
the value of the beneficial conversion feature, which was determined to be $2,000 as a discount to the loan and a corresponding
increase to additional paid in capital.
In May, 2015, a director purchased the
Companys testing equipment for $6,000. The Company solicited bids for the sale of the equipment, which was no longer used
in its business, and the director was the highest bidder. The company recognized a loss on the sale of $4,183 on the sale.
During the years ended November 30,
2015 and 2014, the Company recorded related party interest expense of $33,124 and $275, respectively.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Derivative Liabilities
|
12 Months Ended |
Nov. 30, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
Derivative Liabilities |
Note 10. Derivative Liabilities
On July 23, 2015, the Company entered into
a convertible loan agreement with an investor. The Company received a total of $50,000 which bears interest at 8% per annum and
is due on December 30, 2016. Interest shall accrue from the advancement date and shall be payable on December 30, 2016. Any portion
of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company
at a conversion price of $0.15 per share. If an equity transaction occurs at a price below $0.15, then the conversion price will
adjust to such price.
On this date of issuance, the Company recorded
a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the note to be
amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative
liability of $111,074 and initial loss on derivative liability of $61,074 based on the Black Scholes pricing model. As of November
30, 2015, $12,357 of the debt discount has been amortized. The fair value of the derivative liability at November 30, 2015 is $60,356
resulting in a gain on the change in fair value of the derivative of $50,718 and the net loss on the derivative for the year ended
November 30, 2015 is $10,356. The Note is shown net of a derivative debt discount of $37,643 at November 30, 2015.
Since equity classification is not available
for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability,
at fair value. Derivative financial instrument is carried initially and subsequently at its fair values.
We estimated the fair value of the derivative
on the inception date, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because
that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary
to fair value complex derivate instruments.
As a result of the application of ASC No. 815
in year ended November 30, 2015 the fair value of the conversion feature is summarized as follows:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
The fair value at the commitment and re-measurement
dates for the Companys derivative liabilities were based upon the following management assumptions as of November 30, 2015
and commitment date:
|
|
Commitment Date |
|
|
November 30, 2015 |
|
Expected dividends |
|
|
- |
|
|
|
- |
|
Expected volatility |
|
|
296.84 |
% |
|
|
310.04 |
% |
Expect term |
|
|
1.44 |
|
|
|
1.08 |
|
Risk free interest rate |
|
|
0.33 |
% |
|
|
0.51 |
% |
|
X |
- References
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41620-113959
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4B -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4D -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80784-113994
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41641-113959
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579245-113959
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4H -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624258-113959
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4K -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708775-113959
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4J -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708773-113959
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5580258-113959
Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4E -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624181-113959
Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41638-113959
Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(n)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Nov. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note 11. Commitments and Contingencies
Commitments
Employment Agreements Officers
and Directors
As of November 30, 2015, the Company
had employment agreements with certain officers and directors (two individuals) containing the following provisions:
|
Term of contract |
4 years, expiring on November 30, 2018 |
|
Salary |
$275,000 commencing December 1, 2014 |
|
Salary deferral |
All salaries will be accrued but may be paid from the Companys available cash flow funds. |
Annual Salaries:
Name |
|
Starting Dec. 1, 2014 |
|
|
2014-15 |
|
|
2015-2016 |
|
|
2016-2017 |
|
Robert Kohn |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
Bonnie Nelson |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
The accrued officers and directors payroll
at November 30, 2015 is $1,993,582.
Lease Agreement
On June 3, 2013, the Company entered
into a new lease agreement with its current landlord. The lease is for a 24 month period, expiring on May 31, 2015 , and requires
monthly base rental payments of $ 4,000 for the period from June 1, 2013 through May 31, 2014 and $ 4,080 for the period from June
1, 2014 through May 31, 2015 plus adjustments for Common Area Expenses. On May 29, 2015, the Company amended and extended its current
lease for an additional twelve month period, expiring on May 31, 2016, and requires monthly base rental payments of $4,583. The
office space is approximately 2,000 square feet and includes five executive offices, a lunchroom and conference room.
Rent expense was $54,548 and $47,158
for the years November 30, 2015 and 2014, respectively.
Contingencies
From time to time, the Company may be
involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently
not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could
be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14435-108349
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Testing Services Agreement
|
12 Months Ended |
Nov. 30, 2015 |
Testing Services Agreement [Abstract] |
|
Testing Services Agreement |
Note 12. Testing Services Agreement
On July 2, 2013, the Company entered
into agreements for the first stage of a project to develop a castor plantation and milling operation in the Republic of Paraguay
with offshore entities (aka Ambrosia and Developer) for the testing and development of a project with
up to $ 10,000,000 in financing upon certification of the castor yield effective and subject to material and adverse events. We
received notification of termination of the TSA project as of April 1, 2014 due to material and adverse events related to the necessity
for building roads due to extreme flooding conditions and issues associated with clearing of the land.
We entered into a Settlement Agreement
with our sub-contractor in June, 2014 for final payment for services related to the testing services agreement and all receivables
and payables related to the testing services agreement were satisfied in June, 2014.
The Company recorded other consulting
revenue, net of expense of $0 and $111,401 for the years ended November 30, 2015 and 2014, respectively, in connection with services
provided under the TSA.
|
X |
- References
+ Details
Name: |
BOPO_TestingServicesAgreementAbstract |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTesting Services Agreement [TextBlock].
+ References
+ Details
Name: |
BOPO_TestingServicesAgreementTextBlock |
Namespace Prefix: |
BOPO_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Subsequent Events
|
12 Months Ended |
Nov. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 13: Subsequent Events
On December 15, 2015 a shareholder loaned
the Company $25,000 for a Convertible Note at $.15 per share due.
On February 18, 2016 a shareholder loaned
the Company $16,500, for a Convertible Note at $.15 per share due.
On February 24, 2016, the Board of Directors
approved the following stock compensation because of the Company not making any cash payments toward salary for the fye 2015. The
stock compensation is to be paid by November 30, 2016 provided the Company had revenues from operations that could provide for
the taxes due for the stock compensation, or the stock would be returned to the Company. The stock will be issued but held by the
Transfer Agent until November 30, 2016 and the returned to the Company or distributed to the employee. The employee has the option
to pay the Company for the employer tax due and their own taxes due for the stock compensation on or before November 30, 2016.
Dr. Neil Williams, CEO G3P |
|
|
2,000,000 |
|
|
common stock shares |
Robert Kohn, CEO BioPower |
|
|
1,250,000 |
|
|
common stock shares |
Bonnie Nelson, Director of Strategy |
|
|
1,250,000 |
|
|
common stock shares |
Benjamin Williams, Sr. Vice President |
|
|
500,000 |
|
|
common stock shares |
Total |
|
|
5,000,000 |
|
|
common stock shares |
On March 2, 2016, Mr. Baruch Halpern
joined the Company as Chief Operating Officer. For more than 20 years, Mr. Halpern has been involved in equity research, advisory,
capital raises, and has served as managing director of Halpern Capital, Inc., a boutique investment banking firm founded by Mr.
Halpern in 2002. He has also held senior finance positions at major corporations. Since 2009, Mr. Halpern has been managing director
of CrossCredit Capital, LLC, a firm focused on structured financial solutions, and since 2010 he has been managing director of
Carbon Capital Advisors, LLC, a firm focused on green energy and carbon footprint amelioration. He is a founder of Sustain:Green,
a firm founded in 2012 offering financial products such as prepaid debit and credit cards designed to fight climate change. Prior
to founding Halpern Capital in 2002, Mr. Halpern held various sell-side analyst positions. Additionally, he gained substantial
buy-side experience as vice president and portfolio manager at Fred Alger & Co., an investment advisory firm. At Fred Alger
& Co., Mr. Halpern served as a research group leader, managing a $1 billion portfolio with more than 600 companies in a broad
range of industries. Mr. Halpern has an extensive corporate and industry background, having also held positions with Celanese Corporation
and Beech-Nut, Inc. He has served as a Director of RiceBran Technologies (NASDAQ: RIBT) since 2012. Mr. Halpern received his masters
of business administration in finance from Baruch College. Mr. Halpern has been a CFA Charter holder since 1982 and holds numerous
FINRA certifications.
As part of Mr. Halperns Employment
Contract, the Company authorized the issuance of 3,000,000 shares of its common stock to remain in the possession of the Transfer
Agent for one year. The 3,000,000 common shares will be released to Mr. Halpern after one year as long as he does not voluntarily
resign. At that time a standard two-year lock-up agreement will also be executed. If Mr. Halpern voluntarily resigns before his
first anniversary, there will be a claw-back of 2,250,000 common shares and Mr. Halpern will be issued the remaining 750,000 common
shares with a two-year lock-up agreement.
Mr. Halpern also loaned the Company
$100,000 and entered into a convertible debt agreement at 8% interest, due on March 2, 2018. The debt is convertible into common
shares of stock at a conversion price of $0.15 per share. The loan includes a provision for matching future conversion rights
with any new loans made by the Company with the exception of a Right of First Refusal. In addition, if an equity transaction is
done at a price below $0.15 then the conversion price will adjust to such price.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Principles of Consolidation |
Principles of Consolidation
All inter-company accounts and transactions
have been eliminated in consolidation.
|
Use of Estimates |
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States (GAAP) 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ materially from those estimates.
Such estimates and assumptions for the
periods ended November 30, 2015 and 2014, affect, among others, the following:
|
● |
estimated fair value of share based payments, |
|
|
|
|
● |
estimated carrying value, useful lives and related impairment of equipment and intangible assets; and |
|
|
|
|
● |
estimated valuation allowance for deferred tax assets, due to continuing and expected future losses |
Making estimates requires management
to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from estimates.
|
Cash |
Cash
The Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had
no cash equivalents at November 30, 2015.
|
Accounts Receivable and Allowance for Doubtful Accounts |
Accounts Receivable and Allowance
for Doubtful Accounts
Accounts receivable are stated at their
estimated net realizable values. The Company evaluates whether it is necessary to record an allowance for doubtful accounts for
estimated losses inherent in the accounts receivable portfolio. In evaluating the required allowance, management considers historical
losses adjusted to take into account current market conditions and financial conditions, the amount of receivables in dispute,
and the current receivables aging and current payment patterns. Based on its evaluation, no allowance for doubtful accounts
was recorded as of November 30, 2015.
|
Equipment |
Equipment
Equipment is stated at cost, less accumulated
depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations
when incurred. Betterments and renewals are capitalized when deemed material. When equipment is sold or otherwise disposed of,
the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.
Equipment is reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no
impairment charges taken during the periods ended November 30, 2015 and 2014.
|
Derivative Liabilities |
Derivative Liabilities
Fair Value of Financial Instruments
The Companys financial instruments
consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these
financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Financial assets and liabilities recorded
at fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the
inputs used to measure fair value into the following levels:
Fair Value of Financial Instruments
Level 1Quoted market prices in
active markets for identical assets or liabilities at the measurement date.
Level 2Quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not
active; or other inputs that are observable and can be corroborated by observable market data.
Level 3Inputs reflecting managements
best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date.
The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instruments categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2015
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
60,356 |
|
|
$ |
60,356 |
|
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2014:
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The following table presents details
of the Companys level 3 derivative liabilities as of November 30, 2014:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
|
Investment In Joint Venture |
Investment in Joint Venture
GECC, a subsidiary of the Company signed
an agreement to form a 50-50 Joint Venture with AGT Technologies, LLC. in November 2013 for the technology used for the conversion
of cellulosic sugar to ethanol.
GECC owns fifty percent of MicrobeSynergy,
LLC joint venture and will record its investment on the equity basis of accounting. The Companys proportionate share of
expenses incurred by the Joint Venture will be charged to the statement of operations and adjusted against the Investment in Joint
Venture. Losses from the Joint Venture are only recognized until the investment in the Joint Venture is reduced to zero. Losses
in excess of the investment must be restored from future profits before the Company can recognize its proportionate share of profits.
Elements of the joint venture related
to exclusivity of the technology are in dispute.
The Company intends to sell GECC for
a nominal value as its total focus is on the development of waste-to-energy facilities and waste remediation.
As of November 30, 2015, the Joint Ventures
had no activity.
|
Convertible Debt, Beneficial Conversion Feature And Debt Discount |
Convertible debt, Beneficial
Conversion Feature and Debt Discount
For conventional convertible debt where
the rate of conversion is below market value at the date of the agreement, the Company records a beneficial conversion feature
(BCF) and related debt discount.
When the Company records a BCF, the
relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument.
The discount would be amortized to interest expense over the life of the debt. When a conversion of the underlying debt occurs,
a proportionate share of the unamortized amounts is immediately expensed.
|
Share-based Payments |
Share-based payments
The Company recognizes all forms of
share-based payments, including stock option grants, warrants, and restricted stock grants, which are based on the estimated number
of awards that are ultimately expected to vest, using a fair-value-based method and measurement date as required by ASC 718 and
ASC 505.
Share based payments, excluding restricted
stock, are valued using a Black-Scholes option pricing model. Share based payment awards issued to non-employees for services rendered
are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more
readily determinable.
The grants are amortized on a straight-line
basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur,
any previously recognized compensation cost is reversed in the period related to the termination of service.
When computing fair value, the Company
may consider the following variables:
● |
The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. |
|
|
● |
The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. |
|
|
● |
The expected option term is computed using the simplified method as permitted under the provisions of Staff Accounting Bulletin (SAB) 110. |
|
|
● |
The expected volatility is based on the historical volatility of the Companys common stock, based on the daily quoted closing trading prices. |
|
|
● |
The forfeiture rate is based on the historical forfeiture rate for unvested stock options. |
|
Earnings Per Share |
Earnings per share
Basic earnings (loss) per share is computed
by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings
(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock
equivalents and potentially dilutive securities outstanding during the period. The Company does not include shares not yet issued
that were included as a component of common stock payable in the earnings per share calculation.
Since the Company reflected a net loss in 2015
and 2014, considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted
earnings (loss) per share is not presented.
The Company has the following potential common
stock equivalents at November 30, 2015 and 2014:
|
|
November 30, 2015 |
|
|
November 30, 2014 |
|
Convertible debt |
|
|
3,174,790 |
|
|
|
- |
|
|
Income Taxes |
Income Taxes
Provisions for income taxes are calculated
based on reported pre-tax earnings and current tax law.
Significant judgment is required in
determining income tax provisions and evaluating tax positions. The Company periodically assesses its liabilities and contingencies
for all periods that are currently open to examination or have not been effectively settled based on the most current available
information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of
the resulting tax liability and any applicable interest and penalties in the financial statements.
Deferred tax assets and liabilities
are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial
statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents
the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.
The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The
Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset
may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
There are no new accounting pronouncements
that are expected to have any material impact on the Companys consolidated financial statements.
|
X |
- DefinitionConvertible debt beneficial conversion feature and debt discount policy text block.
+ References
+ Details
Name: |
BOPO_ConvertibleDebtBeneficialConversionFeatureAndDebtDiscountPolicyTextBlock |
Namespace Prefix: |
BOPO_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 305 -SubTopic 10 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 203 -Paragraph 02-03
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 1 -Article 5
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.3A-02) -URI http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph k -Article 1
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02, 03 -Article 3A
+ Details
Name: |
us-gaap_ConsolidationPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for derivatives entered into for trading purposes and those entered into for purposes other than trading including where and when derivative financial instruments and derivative commodity instruments and their related gains or losses are reported in the entity's statements of financial position, cash flows, and results of operations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(n)(7)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_DerivativesReportingOfDerivativeActivity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 30 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6423966&loc=d3e40913-109327
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 740 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 17 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32247-109318
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32280-109318
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for investments in financial assets, including marketable securities (debt and equity securities with readily determinable fair values), investments accounted for under the equity method and cost method, securities borrowed and loaned, and repurchase and resale agreements. For marketable securities, the disclosure may include the entity's accounting treatment for transfers between investment categories and how the fair values for such securities are determined. Also, for all investments, an entity may describe its policy for assessing, recognizing and measuring impairment of the investment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 320 -SubTopic 10 -Section 50 -Paragraph 6 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=27724398&loc=d3e27290-111563
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (a)(2) -URI http://asc.fasb.org/extlink&oid=6382943&loc=d3e33918-111571
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.2,12) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 325 -SubTopic 20 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6872867&loc=d3e40691-111596
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 5 -Section M
+ Details
Name: |
us-gaap_InvestmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5144-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(f) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6061-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6143-108592
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6132-108592
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Accounting Policies [Abstract] |
|
Schedule of Financial Assets and Liabilities Measured at Fair Value Recurring Basis |
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2015
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
60,356 |
|
|
$ |
60,356 |
|
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended November 30, 2014:
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities-available for sale |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level Three Inputs |
The fair value at the commitment and
re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of
November 30, 2015 and commitment date:
|
|
Commitment Date |
|
|
November 30, 2015 |
|
Expected dividends |
|
|
- |
|
|
|
- |
|
Expected volatility |
|
|
296.84 |
% |
|
|
310.04 |
% |
Expect term |
|
|
1.44 |
|
|
|
1.08 |
|
Risk free interest rate |
|
|
0.33 |
% |
|
|
0.51 |
% |
|
Schedule of Potential Common Stock Equivalents |
The Company has the following potential
common stock equivalents at November 30, 2015 and 2014:
|
|
November 30, 2015 |
|
|
November 30, 2014 |
|
Convertible debt |
|
|
3,174,790 |
|
|
|
- |
|
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19279-110258
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19279-110258
+ Details
Name: |
us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Equipment (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Property, Plant and Equipment [Abstract] |
|
Components of Equipment |
At November 30, 2015 and November 30,
2014, equipment consists of the following:
|
|
November 30, |
|
|
|
|
|
2015 |
|
|
2014 |
|
|
Estimated Useful Life |
Computer Equipment |
|
$ |
36,800 |
|
|
$ |
27,760 |
|
|
5 years |
Testing Equipment |
|
|
- |
|
|
|
20,366 |
|
|
3 years |
Less: Accumulated depreciation |
|
|
(25,924 |
) |
|
|
(26,892 |
) |
|
|
Equipment, net |
|
$ |
10,876 |
|
|
$ |
21,234 |
|
|
|
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph b -Article 5
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Schedule of Deferred Tax Assets |
Significant deferred tax assets at November
30, 2015 and 2014 are approximately as follows:
|
|
2015 |
|
|
2014 |
|
Gross deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
1,152,000 |
|
|
$ |
568,000 |
|
Accrued and deferred expenses |
|
|
752,000 |
|
|
|
624,000 |
|
Total deferred tax assets |
|
|
1,904,000 |
|
|
|
1,192,000 |
|
Less: valuation allowance |
|
|
(1,904,000 |
) |
|
|
(1,192,000 |
) |
Net deferred tax asset recorded |
|
|
- |
|
|
$ |
- |
|
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Notes Payable and Convertible Debt (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Debt Disclosure [Abstract] |
|
Schedule of Notes Payable |
Notes payable consists of the following:
|
|
Balance |
|
|
Interest Rate |
|
|
Maturity |
|
|
|
|
|
|
|
|
|
Balance November 30, 2013 |
|
$ |
88,000 |
|
|
|
|
|
|
|
Borrowings |
|
|
30,000 |
|
|
|
4 |
% |
|
August 4, 2014, in default |
Borrowings |
|
|
25,000 |
|
|
|
8 |
% |
|
June 30, 2015, in default |
Borrowings |
|
|
10,000 |
|
|
|
8 |
% |
|
April 1, 2015, in default |
Borrowings |
|
|
2,000 |
|
|
|
8 |
% |
|
April 30, 2015, in default |
Balance November 30, 2014 |
|
$ |
155,000 |
|
|
|
8 |
% |
|
Various |
Reclassification of convertible debt to notes payable |
|
|
62,500 |
|
|
|
8 |
% |
|
Due on demand |
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
September 1, 2015 |
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 14, 2015 |
Repayment of note payable |
|
|
(7,500 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(43,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(15,000 |
) |
|
|
|
|
|
|
Reclassification of debt to convertible debt |
|
|
(42,000 |
) |
|
|
|
|
|
|
Balance November 30, 2015 |
|
$ |
132,500 |
|
|
|
|
|
|
|
|
Schedule of Convertible Debt |
Convertible debt consists of the following:
|
|
Balance |
|
|
Interest
Rate |
|
|
Maturity |
|
Conversion Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2013 |
|
$ |
125,000 |
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
125,000 |
|
|
|
8 |
% |
|
Due on demand |
|
|
0.10 |
|
Conversion of borrowings to equity |
|
|
(125,000 |
) |
|
|
|
|
|
|
|
|
|
|
Conversion of borrowings to equity |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2014 |
|
$ |
62,500 |
|
|
|
8 |
% |
|
|
|
|
0.10 |
|
Reclassification to notes payable |
|
|
(62,500 |
) |
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
7,500 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.12 |
|
Borrowings |
|
|
15,000 |
|
|
|
8 |
% |
|
July 15, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
15,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
43,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Reclassification of notes payable to convertible debt |
|
|
42,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
120,000 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Borrowings |
|
|
50,000 |
|
|
|
8 |
% |
|
December 30, 2016 |
|
|
0.15 |
|
Accrued interest added to convertible debt |
|
|
4,979 |
|
|
|
8 |
% |
|
December 30, 2015 |
|
|
0.15 |
|
Conversion of borrowings to equity |
|
|
(30,000 |
) |
|
|
|
|
|
|
|
|
|
|
Debt Discount |
|
|
(78,113 |
) |
|
|
|
|
|
|
|
|
|
|
Balance - November 30, 2015 |
|
$ |
189,366 |
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of borrowings which can be exchanged for a specified number of another security at the option of the issuer or the holder. Disclosures include, but are not limited to, principal amount, amortized premium or discount, and amount of liability and equity components.
+ References
+ Details
Name: |
us-gaap_ConvertibleDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.
+ References
+ Details
Name: |
us-gaap_ScheduleOfDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Derivative Liabilities (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
Summary of Fair Value of Conversion Feature |
As a result of the application of ASC
No. 815 in year ended November 30, 2015 the fair value of the conversion feature is summarized as follows:
|
|
Amount |
|
Balance November 30, 2014 |
|
$ |
- |
|
Debt discount originated from derivative liabilities |
|
|
50,000 |
|
Initial loss recorded |
|
|
61,074 |
|
Change in fair market value of derivative liabilities |
|
|
(50,718 |
) |
Balance November 30, 2015 |
|
$ |
60,356 |
|
|
Schedule of Fair Value Assumptions of Commitment and Re-measurement Dates For Derivative Liabilities |
The fair value at the commitment and
re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of
November 30, 2015 and commitment date:
|
|
Commitment Date |
|
|
November 30, 2015 |
|
Expected dividends |
|
|
- |
|
|
|
- |
|
Expected volatility |
|
|
296.84 |
% |
|
|
310.04 |
% |
Expect term |
|
|
1.44 |
|
|
|
1.08 |
|
Risk free interest rate |
|
|
0.33 |
% |
|
|
0.51 |
% |
|
X |
- DefinitionSummary of Fair Value of Conversion Feature [Table Text Block]
+ References
+ Details
Name: |
BOPO_SummaryOfFairValueOfConversionFeatureTableTextBlock |
Namespace Prefix: |
BOPO_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19279-110258
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Commitments and Contingencies (Tables)
|
12 Months Ended |
Nov. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Schedule of Related Parties Employment Agreement |
As of November 30, 2015, the Company
had employment agreements with certain officers and directors (two individuals) containing the following provisions:
|
Term of contract |
4 years, expiring on November 30, 2018 |
|
Salary |
$275,000 commencing December 1, 2014 |
|
Salary deferral |
All salaries will be accrued but may be paid from the Companys available cash flow funds. |
|
Schedule of Employees Compensation |
Annual Salaries:
Name |
|
Starting Dec. 1, 2014 |
|
|
2014-15 |
|
|
2015-2016 |
|
|
2016-2017 |
|
Robert Kohn |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
Bonnie Nelson |
|
|
|
|
|
$ |
275,000 |
|
|
$ |
325,000 |
|
|
$ |
375,000 |
|
|
X |
- DefinitionSchedule Of Related Parties Employment Agreement [TableTextBlock].
+ References
+ Details
Name: |
BOPO_ScheduleOfRelatedPartiesEmploymentAgreementTableTextBlock |
Namespace Prefix: |
BOPO_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5074-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.4) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51824106&loc=d3e2420-110228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
+ Details
Name: |
us-gaap_CashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionAmount of investment in debt and equity securities categorized neither as held-to-maturity nor trading.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 320 -SubTopic 10 -Section 25 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51813488&loc=d3e22054-111558
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 320 -SubTopic 10 -Section 50 -Paragraph 5 -Subparagraph (aa) -URI http://asc.fasb.org/extlink&oid=27724398&loc=d3e27232-111563
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 320 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49167202&loc=d3e26610-111562
+ Details
Name: |
us-gaap_AvailableForSaleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
Summary of Significant Accounting Policies - Schedule of Fair Value of Derivative Liabilities Measured at Unobservable level Three Inputs (Details)
|
12 Months Ended |
Nov. 30, 2015
USD ($)
|
Balance November 30, 2014 |
|
Debt discount originated from derivative liabilities |
$ 50,000
|
Initial loss recorded |
61,074
|
Change in fair market value of derivative liabilities |
(50,718)
|
Balance November 30, 2015 |
$ 60,356
|
Level 3 [Member] |
|
Balance November 30, 2014 |
|
Debt discount originated from derivative liabilities |
$ 50,000
|
Initial loss recorded |
61,074
|
Change in fair market value of derivative liabilities |
50,718
|
Balance November 30, 2015 |
$ 60,356
|
X |
- DefinitionDebt discount originated from derivative liabilities.
+ References
+ Details
Name: |
BOPO_DebtDiscountOriginatedFromDerivativeLiabilities |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.3.1.900
Summary of Significant Accounting Policies - Schedule of Potential Common Stock Equivalents (Details) - shares
|
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Convertible Debt [Member] |
|
|
Convertible debt |
3,174,790
|
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Antidilution -URI http://asc.fasb.org/extlink&oid=6505113
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Diluted Earnings Per Share -URI http://asc.fasb.org/extlink&oid=6510752
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Contingent Stock Agreement -URI http://asc.fasb.org/extlink&oid=6508534
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_ConvertibleDebtSecuritiesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Going Concern (Details Narrative) - USD ($)
|
12 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
Net loss |
$ 2,211,360
|
$ 2,093,021
|
|
Net cash used in operations |
286,447
|
332,500
|
|
Working capital deficit |
3,892,001
|
2,127,569
|
|
Stockholders' deficit |
$ 3,874,188
|
$ 2,095,142
|
$ 1,636,811
|
X |
- Definition
+ References
+ Details
Name: |
BOPO_WorkingCapitalDeficit |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionThe current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_DepreciationAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Equipment - Components of Equipment (Details) - USD ($)
|
12 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Computer Equipment |
$ 36,800
|
$ 27,760
|
Testing Equipment |
|
20,366
|
Less: Accumulated depreciation |
$ (25,924)
|
(26,892)
|
Equipment, net |
$ 10,876
|
$ 21,234
|
Computer Equipment [Member] |
|
|
Estimated Useful Life |
5 years
|
|
Testing Equipment [Member] |
|
|
Estimated Useful Life |
3 years
|
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 4 -Subparagraph (f) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6812-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_MachineryAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of other physical assets used in the normal conduct of business to produce goods and services and not intended for resale.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=BOPO_TestingEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Income Taxes (Details Narrative) - USD ($)
|
12 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Income Tax Disclosure [Abstract] |
|
|
Operating loss carry-forwards |
$ 3,062,000
|
|
Operating loss carry forward expiring date |
Nov. 30, 2034
|
|
Percentage of change in ownership |
50.00%
|
|
Valuation allowance, amount |
$ 1,904,000
|
$ 1,192,000
|
X |
- DefinitionPercentage of change in ownership.
+ References
+ Details
Name: |
BOPO_PercentageOfChangeInOwnership |
Namespace Prefix: |
BOPO_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
+ Details
Name: |
us-gaap_OperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionExpiration date of each operating loss carryforward included in operating loss carryforward, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
+ Details
Name: |
us-gaap_OperatingLossCarryforwardsExpirationDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Income Tax Disclosure [Abstract] |
|
|
Net operating loss carry-forwards |
$ 1,152,000
|
$ 568,000
|
Accrued and deferred expenses |
752,000
|
624,000
|
Total deferred tax assets |
1,904,000
|
1,192,000
|
Less: valuation allowance |
$ (1,904,000)
|
$ (1,192,000)
|
Net deferred tax asset recorded |
|
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Deferred Tax Asset -URI http://asc.fasb.org/extlink&oid=6510090
+ Details
Name: |
us-gaap_DeferredTaxAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(c) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 25 -Paragraph 20 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51675352&loc=d3e28680-109314
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32621-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32632-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from severance costs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32621-109319
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 25 -Paragraph 20 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51675352&loc=d3e28680-109314
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32632-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsSeverancePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
Notes Payable and Convertible Debt (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
|
|
|
|
|
|
Jul. 30, 2015 |
Jul. 24, 2015 |
Jul. 24, 2015 |
May. 13, 2015 |
Dec. 30, 2014 |
Nov. 28, 2014 |
Oct. 14, 2014 |
Dec. 03, 2013 |
Nov. 22, 2013 |
Jul. 31, 2015 |
May. 31, 2015 |
Oct. 31, 2014 |
Sep. 30, 2014 |
Jul. 31, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Dec. 31, 2014 |
Dec. 02, 2014 |
Nov. 25, 2014 |
Oct. 30, 2014 |
Oct. 02, 2014 |
Sep. 11, 2014 |
Jul. 10, 2014 |
Nov. 30, 2013 |
Jul. 02, 2013 |
Debt converted into common stock amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 30,000
|
$ 209,619
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
|
|
|
|
$ 120,000
|
|
|
|
|
$ 44,394
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,134
|
|
|
|
|
|
|
|
|
|
Percentage of debt instrument interest rate |
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt due date |
|
|
|
|
|
|
|
|
|
Dec. 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 132,500
|
155,000
|
|
|
|
|
|
|
|
$ 88,000
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,863
|
9,474
|
|
|
|
|
|
|
|
|
|
Debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
217,760
|
81,250
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
|
|
|
|
|
|
|
$ 120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,074
|
|
|
|
|
|
|
|
|
|
|
Interest expense on convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,124
|
275
|
|
|
|
|
|
|
|
|
|
Convertible Debt Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of debt instrument interest rate |
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt due date |
Dec. 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt discount |
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,643
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
111,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,356
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liability |
$ 61,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,718
|
|
|
|
|
|
|
|
|
|
|
Convertible Debt [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294
|
11,703
|
|
|
|
|
|
|
|
|
|
Third Party Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable |
|
|
|
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Investors [Member] | New Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
Loans payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 23,000
|
|
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 23,000
|
|
|
|
|
|
|
|
|
Third Party Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
$ 44,448
|
$ 44,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
$ 0.15
|
$ 0.15
|
$ 0.15
|
$ 0.12
|
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
|
|
|
|
|
|
$ 67,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor advanced |
|
|
|
$ 30,000
|
$ 7,500
|
|
$ 20,000
|
|
|
|
$ 7,500
|
$ 12,000
|
$ 25,000
|
$ 30,000
|
|
|
|
$ 23,000
|
|
$ 2,000
|
$ 10,000
|
|
$ 30,000
|
|
|
Percentage of debt instrument interest rate |
|
|
|
8.00%
|
|
|
|
|
|
|
8.00%
|
8.00%
|
8.00%
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
Debt due date |
|
Dec. 30, 2015
|
|
Jul. 14, 2015
|
Dec. 30, 2015
|
|
Dec. 30, 2015
|
|
|
|
Sep. 01, 2015
|
Apr. 30, 2015
|
Jun. 30, 2015
|
Aug. 04, 2014
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
|
|
$ 18,000
|
Notes payable |
|
|
|
$ 15,000
|
|
|
$ 45,531
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
2,531
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,448
|
$ 2,448
|
|
$ 2,448
|
|
|
Debt discount |
|
|
|
|
|
|
|
|
$ 18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of conversion of debt |
|
|
|
|
100.00%
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
$ 10,623
|
$ 2,000
|
$ 5,000
|
|
$ 10,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
$ 0.15
|
$ 0.15
|
$ 0.15
|
$ 0.12
|
|
|
$ 0.10
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
$ 0.19
|
|
|
|
|
|
|
Loss on settlement of debt and accrued expenses |
|
|
|
|
|
|
|
$ 9,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor advanced |
|
|
|
|
|
|
|
$ 125,000
|
$ 125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt due date |
|
|
|
|
|
|
|
Feb. 03, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of conversion of debt |
|
|
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of beneficial conversion feature of debt |
|
|
|
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
|
|
|
|
|
$ 62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Of Directors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share price per share |
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of conversion of debt |
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Parties [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 8,025
|
$ 4,973
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionLoss on settlement of debt and accrued expenses.
+ References
+ Details
Name: |
BOPO_LossOnSettlementOfDebtAndAccruedExpenses |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPercentage of beneficial conversion feature of debt.
+ References
+ Details
Name: |
BOPO_PercentageOfBeneficialConversionFeatureOfDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Beneficial Conversion Feature -URI http://asc.fasb.org/extlink&oid=6505963
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionMinimum percentage of common stock price to conversion price of convertible debt instruments to determine eligibility of conversion.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 20 -Section 50 -Paragraph 4D -Subparagraph (c)(2) -URI http://asc.fasb.org/extlink&oid=51814546&loc=SL51823488-111719
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4B -Subparagraph (a),(c) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226000-175313
+ Details
Name: |
us-gaap_DerivativeFairValueOfDerivativeLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_InterestExpenseDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtAgreementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=us-gaap_ConvertibleDebtMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=BOPO_ThirdPartyInvestorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NewLoanMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Notes Payable and Convertible Debt - Schedule of Notes Payable (Details) - USD ($)
|
1 Months Ended |
12 Months Ended |
Jul. 31, 2015 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Beginning balance |
|
$ 155,000
|
$ 88,000
|
Reclassification of convertible debt to notes payable |
|
62,500
|
|
Borrowings |
|
22,500
|
$ 67,000
|
Repayment of note payable |
|
7,500
|
|
Reclassification of debt to convertible debt |
|
(43,000)
|
|
Reclassification of debt to convertible debt |
|
(15,000)
|
|
Reclassification of debt to convertible debt |
|
(42,000)
|
|
Ending balance |
|
132,500
|
$ 155,000
|
Maturity date |
Dec. 30, 2015
|
|
|
Notes Payable [Member] |
|
|
|
Borrowings |
|
$ 7,500
|
$ 30,000
|
Interest Rate |
|
8.00%
|
4.00%
|
Maturity date |
|
Sep. 01, 2015
|
Aug. 04, 2014
|
Notes Payable One [Member] |
|
|
|
Borrowings |
|
$ 15,000
|
$ 25,000
|
Interest Rate |
|
8.00%
|
8.00%
|
Maturity date |
|
Jul. 14, 2015
|
Jun. 30, 2015
|
Notes Payable Two [Member] |
|
|
|
Borrowings |
|
|
$ 10,000
|
Interest Rate |
|
|
8.00%
|
Maturity date |
|
|
Apr. 01, 2015
|
Notes Payable Three [Member] |
|
|
|
Borrowings |
|
|
$ 2,000
|
Interest Rate |
|
|
8.00%
|
Maturity date |
|
|
Apr. 30, 2015
|
Notes Payable Four [Member] |
|
|
|
Interest Rate |
|
|
8.00%
|
X |
- DefinitionReclassification of convertible debt to notes payable.
+ References
+ Details
Name: |
BOPO_ReclassificationOfConvertibleDebtToNotesPayable |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of debt to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfDebtToConvertibleDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of debt to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfDebtToConvertibleDebtThree |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of debt to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfDebtToConvertibleDebtTwo |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NotesPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NotesPayableOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NotesPayableTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NotesPayableThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_NotesPayableFourMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Notes Payable and Convertible Debt - Schedule of Convertible Debt (Details) - USD ($)
|
12 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Jul. 31, 2015 |
Beginning balance |
$ 62,500
|
$ 125,000
|
|
Conversion of borrowings to equity |
|
125,000
|
|
Conversion of borrowings to equity |
|
(62,500)
|
|
Reclassification to notes payable |
(62,500)
|
|
|
Borrowings |
192,500
|
125,000
|
|
Reclassification of notes payable to convertible debt |
15,000
|
|
|
Reclassification of notes payable to convertible debt |
43,000
|
|
|
Reclassification of notes payable to convertible debt |
42,000
|
|
|
Accrued interest added to convertible debt |
4,979
|
|
|
Conversion of borrowings to equity |
(30,000)
|
(125,000)
|
|
Debt discount |
(78,113)
|
|
|
Ending Balance |
189,366
|
$ 62,500
|
|
Conversion Price |
|
|
$ 0.15
|
Convertible Debt One [Member] |
|
|
|
Borrowings |
$ 7,500
|
|
|
Interest Rate |
8.00%
|
8.00%
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.10
|
$ 0.10
|
|
Convertible Debt Two [Member] |
|
|
|
Borrowings |
$ 15,000
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Jul. 15, 2015
|
|
|
Conversion Price |
$ 0.12
|
|
|
Convertible Debt Three [Member] |
|
|
|
Borrowings |
$ 120,000
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.15
|
|
|
Convertible Debt Four [Member] |
|
|
|
Borrowings |
$ 50,000
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.15
|
|
|
Convertible Debt Five [Member] |
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.15
|
|
|
Convertible Debt Six [Member] |
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.15
|
|
|
Convertible Debt Seven [Member] |
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2016
|
|
|
Conversion Price |
$ 0.15
|
|
|
Convertible Debt Eight [Member] |
|
|
|
Interest Rate |
8.00%
|
|
|
Convertible debt, Maturity date |
Dec. 30, 2015
|
|
|
Conversion Price |
$ 0.15
|
|
|
X |
- DefinitionConversion of borrowings to equity.
+ References
+ Details
Name: |
BOPO_ConversionOfBorrowingsToEquity |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionConversion of borrowings to equity.
+ References
+ Details
Name: |
BOPO_ConversionOfBorrowingsToEquityOne |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionConvertible debt, Maturity date.
+ References
+ Details
Name: |
BOPO_ConvertibleDebtInstrumentMaturityDate |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDebt Discount on Convertible Debt and Notes Payable.
+ References
+ Details
Name: |
BOPO_DebtDiscountOnConvertibleDebtAndNotesPayable |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of notes payable to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfNotesPayableToConvertibleDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of notes payable to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfNotesPayableToConvertibleDebtThree |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification of notes payable to convertible debt.
+ References
+ Details
Name: |
BOPO_ReclassificationOfNotesPayableToConvertibleDebtTwo |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReclassification To Notes Payable.
+ References
+ Details
Name: |
BOPO_ReclassificationToNotesPayable |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_ConversionOfStockAmountIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebtCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe after-tax amount of interest recognized in the period associated with any convertible debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 45 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1505-109256
+ Details
Name: |
us-gaap_InterestOnConvertibleDebtNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtFourMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtFiveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtSixMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtSevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BOPO_ConvertibleDebtEightMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Notes Payable - Related Parties (Details Narrative) - USD ($)
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
|
Jul. 24, 2015 |
May. 13, 2015 |
Dec. 30, 2014 |
Nov. 05, 2014 |
Dec. 03, 2013 |
Jul. 31, 2015 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 25, 2014 |
Aug. 31, 2014 |
Nov. 30, 2013 |
Nov. 22, 2013 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
|
Dec. 30, 2015
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
$ 120,000
|
$ 44,394
|
|
|
|
|
|
Conversion price per share |
|
|
|
|
|
$ 0.15
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
|
|
132,500
|
$ 155,000
|
|
|
$ 88,000
|
|
Beneficial conversion feature |
|
|
|
|
|
$ 120,000
|
|
|
|
|
|
|
Additional note payable |
|
|
|
|
|
|
22,500
|
67,000
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
435,567
|
419,090
|
|
|
|
|
Director of Business Strategy [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable current |
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
Debt instrument, interest |
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
May 05, 2015
|
|
|
|
|
|
|
|
|
Debt instrument extended maturity date |
|
|
|
Dec. 30, 2015
|
|
|
|
|
|
|
|
|
Third Party Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable current |
$ 30,000
|
$ 15,000
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
Feb. 03, 2015
|
|
|
|
|
|
|
|
Conversion price per share |
$ 0.15
|
$ 0.15
|
$ 0.12
|
|
$ 0.10
|
|
|
|
$ 0.19
|
|
|
$ 0.10
|
Beneficial conversion feature |
|
|
|
|
$ 62,500
|
|
|
|
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price per share |
$ 0.15
|
$ 0.15
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
Notes payable |
$ 50,000
|
$ 50,000
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
$ 2,000
|
2,000
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
Additional note payable |
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
Related Parties [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
$ 4,250
|
$ 294
|
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable current |
|
|
|
$ 50,000
|
|
|
|
|
|
$ 1,200
|
|
|
Debt instrument, interest |
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
May 05, 2015
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
Conversion price per share |
$ 0.15
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
$ 2,000
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionDebt instrument extended maturity date.
+ References
+ Details
Name: |
BOPO_DebtInstrumentExtendedMaturityDate |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionReflects the effective interest rate as of the balance sheet date on interest-bearing trade payables.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 25 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=29642582&loc=d3e27881-108397
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 25 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=29642582&loc=d3e27862-108397
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28555-108399
+ Details
Name: |
us-gaap_AccountsPayableInterestBearingInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Beneficial Conversion Feature -URI http://asc.fasb.org/extlink&oid=6505963
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Stockholders' Deficit (Details Narrative) - USD ($)
|
|
|
12 Months Ended |
|
|
|
Oct. 24, 2014 |
Jan. 28, 2011 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Jul. 31, 2015 |
Jul. 24, 2015 |
Dec. 30, 2014 |
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Percentage of common outstanding immediately prior to share exchange |
50.00%
|
|
|
|
|
|
|
Percentage of maximum of outstanding conversion stock |
50.00%
|
|
|
|
|
|
|
Conversion stock shares |
30,000,000
|
|
|
|
|
|
|
Common stock value issued for service |
|
|
$ 75,835
|
$ 33,251
|
|
|
|
Number of shares issued for conversion of debt, amount |
|
|
30,000
|
209,619
|
|
|
|
Accrued interest |
|
|
15,863
|
$ 9,474
|
|
|
|
Conversion price |
|
|
|
|
$ 0.15
|
|
|
Stock issued during period for cash |
|
|
$ 75,000
|
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Common stock shares issued for service |
|
|
|
500,000
|
|
|
|
Common stock value issued for service |
|
|
|
$ 100,000
|
|
|
|
Conversion price |
|
|
|
|
|
$ 0.15
|
$ 0.12
|
Unrelated Third Parties [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Common stock shares issued for service |
|
|
|
535,000
|
|
|
|
Common stock value issued for service |
|
|
|
$ 57,001
|
|
|
|
Debt conversion loan into common shares |
|
|
|
722,550
|
|
|
|
Loss on settlement of debt |
|
|
|
$ 9,755
|
|
|
|
Number of shares issued for conversion of debt, amount |
|
|
|
62,500
|
|
|
|
Accrued interest |
|
|
|
$ 9,755
|
|
|
|
Conversion price |
|
|
|
$ 0.10
|
|
|
|
Unrelated Third Parties One [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Conversion stock shares |
|
|
|
1,373,650
|
|
|
|
Debt conversion loan into common shares |
|
|
|
1,373,650
|
|
|
|
Loss on settlement of debt |
|
|
|
$ 67,379
|
|
|
|
Number of shares issued for conversion of debt, amount |
|
|
|
125,000
|
|
|
|
Accrued interest |
|
|
|
$ 12,365
|
|
|
|
Conversion price |
|
|
|
$ 0.10
|
|
|
|
G3P [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Existing shareholders right to convert convertible preferred stock period |
2 years
|
|
|
|
|
|
|
Net earnings |
$ 1,000,000
|
|
|
|
|
|
|
Percentage of preferred stock converted into common stock |
50.00%
|
|
|
|
|
|
|
Percentage of preferred stock converted into common stock description |
If BOPO and G3P earn a similar amount of net cash flow then G3P can convert the PS into 30% of the outstanding CS prior to the issuance of the CS in this Transaction or a total of 50% of the outstanding shares at Closing including the CS issued at Closing;
|
|
|
|
|
|
|
Percentage of original common stock issued |
20.00%
|
|
|
|
|
|
|
Shareholders [Member] | Share Exchange Agreement [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Number of common stock shares issued during the period |
7,695,296
|
|
|
|
|
|
|
Number of common stock value issued during the period |
$ 923,436
|
|
|
|
|
|
|
Unrelated Third Parties [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Common stock shares issued for service |
|
|
200,000
|
|
|
|
|
Common stock value issued for service |
|
|
$ 75,835
|
|
|
|
|
Stock issued during period for cash, shares |
|
|
600,000
|
|
|
|
|
Stock issued during period for cash |
|
|
$ 75,000
|
|
|
|
|
Stock issuance price per share |
|
|
$ 0.12
|
|
|
|
|
Unrelated Third Parties [Member] | Convertible Note Agreement [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Debt conversion loan into common shares |
|
|
200,000
|
|
|
|
|
Number of shares issued for conversion of debt, amount |
|
|
$ 30,000
|
|
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
|
|
Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
Stockholders Equity Disclosure [Line Items] |
|
|
|
|
|
|
|
Sale of stock during period |
|
1
|
|
|
|
|
|
Sale of stock amount |
|
$ 1
|
|
|
|
|
|
Preferred stock voting rights |
|
50.1% of the total votes.
|
|
|
|
|
|
X |
- DefinitionExisting Shareholders Right To Convert Convertible Preferred Stock Period.
+ References
+ Details
Name: |
BOPO_ExistingShareholdersRightToConvertConvertiblePreferredStockPeriod |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage Of Maximum Of Outstanding Conversion Stock.
+ References
+ Details
Name: |
BOPO_PercentageOfMaximumOfOutstandingConversionStock |
Namespace Prefix: |
BOPO_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage Of Original Common Stock Issued.
+ References
+ Details
Name: |
BOPO_PercentageOfOriginalCommonStockIssued |
Namespace Prefix: |
BOPO_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage Of Preferred Stock Converted Into Common Stock.
+ References
+ Details
Name: |
BOPO_PercentageOfPreferredStockConvertedIntoCommonStock |
Namespace Prefix: |
BOPO_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage Of Preferred Stock Converted Into Common Stock Description.
+ References
+ Details
Name: |
BOPO_PercentageOfPreferredStockConvertedIntoCommonStockDescription |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStockholders Equity Disclosure Line Items.
+ References
+ Details
Name: |
BOPO_StockholdersEquityDisclosureLineItems |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BOPO_ShareExchangeAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BOPO_ConvertibleNoteAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
|
|
|
Jul. 24, 2015 |
Jul. 24, 2015 |
May. 13, 2015 |
Dec. 30, 2014 |
Nov. 05, 2014 |
Oct. 14, 2014 |
Jul. 31, 2015 |
May. 31, 2015 |
Oct. 31, 2014 |
Sep. 30, 2014 |
Jul. 31, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Dec. 02, 2014 |
Oct. 30, 2014 |
Oct. 02, 2014 |
Sep. 11, 2014 |
Jul. 10, 2014 |
Jul. 02, 2013 |
Notes payable to related parties |
|
|
|
|
|
|
|
|
|
|
|
$ 525
|
$ 51,375
|
|
|
|
|
|
|
Convertible notes payable to related parties |
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
Debt discount |
|
|
|
|
|
|
|
|
|
|
|
5,606
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
|
$ 120,000
|
|
|
|
|
44,394
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
4,421
|
190
|
|
|
|
|
|
|
Interest expense on notes payable to related parties |
|
|
|
|
|
|
|
|
|
|
|
33,124
|
275
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
|
|
Dec. 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
|
|
|
|
$ 120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense related party |
|
|
|
|
|
|
|
|
|
|
|
$ 33,124
|
$ 275
|
|
|
|
|
|
|
Third Party Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
$ 44,448
|
$ 44,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
|
$ 18,000
|
Debt instrument maturity date |
Dec. 30, 2015
|
|
Jul. 14, 2015
|
Dec. 30, 2015
|
|
Dec. 30, 2015
|
|
Sep. 01, 2015
|
Apr. 30, 2015
|
Jun. 30, 2015
|
Aug. 04, 2014
|
|
|
|
|
|
|
|
|
Note payable reclassified to convertible debt |
$ 30,000
|
$ 30,000
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
$ 0.15
|
$ 0.15
|
$ 0.15
|
$ 0.12
|
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
$ 10,623
|
$ 2,000
|
$ 5,000
|
|
$ 10,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor advanced |
|
|
$ 30,000
|
7,500
|
|
$ 20,000
|
|
$ 7,500
|
$ 12,000
|
$ 25,000
|
$ 30,000
|
|
|
$ 23,000
|
$ 2,000
|
$ 10,000
|
|
$ 30,000
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of common stock shares granted |
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
Fair value of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
Loan amount |
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument bearing interest |
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
May 05, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transaction note period extended |
|
|
|
|
Dec. 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable reclassified to convertible debt |
$ 50,000
|
$ 50,000
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
$ 0.15
|
$ 0.15
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
$ 2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased Company's testing equipment |
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
Recognized a loss on sale |
|
|
|
|
|
|
|
$ 4,183
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan amount |
|
|
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable reclassified to convertible debt |
|
|
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature |
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionNote payable reclassified to convertible debt.
+ References
+ Details
Name: |
BOPO_NotePayableReclassifiedToConvertibleDebt |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Beneficial Conversion Feature -URI http://asc.fasb.org/extlink&oid=6505963
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_InterestExpenseDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e7018-107765
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
+ Details
Name: |
us-gaap_InterestPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe difference between the carrying value and the sale price of an investment. A loss would be recognized when the sale price of the investment is less than the carrying value of the investment. This element refers to the Loss included in earnings and not to the cash proceeds of the sale.
+ References
+ Details
Name: |
us-gaap_LossOnSaleOfInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue, before forfeitures, of stock or other type of equity granted of any equity-based compensation plan other than an employee stock ownership plan (ESOP).
+ References
+ Details
Name: |
us-gaap_StockGrantedDuringPeriodValueSharebasedCompensationGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=BOPO_ThirdPartyInvestorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Derivative Liabilities (Details Narrative) - USD ($)
|
|
1 Months Ended |
12 Months Ended |
Jul. 23, 2015 |
Jul. 31, 2015 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Debt instrument maturity date |
|
Dec. 30, 2015
|
|
|
Conversion price |
|
$ 0.15
|
|
|
Debt discount |
|
|
$ 217,760
|
$ 81,250
|
Derivative liability |
|
|
60,356
|
|
Change in fair value of derivative liability |
|
|
61,074
|
|
Investor [Member] |
|
|
|
|
Company received from investor |
$ 50,000
|
|
|
|
Debt instrument bearing interest |
8.00%
|
|
|
|
Debt instrument maturity date |
Dec. 30, 2016
|
|
|
|
Conversion price |
$ 0.15
|
|
|
|
Debt discount |
$ 50,000
|
|
12,357
|
|
Derivative liability |
111,074
|
|
60,356
|
|
Change in fair value of derivative liability |
$ 61,074
|
|
10,356
|
|
Derivative debt discount |
|
|
$ 37,643
|
|
X |
- DefinitionDerivative Debt Discount.
+ References
+ Details
Name: |
BOPO_DerivativeDebtDiscount |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_InvestorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionDebt discount originated from derivative liabilities.
+ References
+ Details
Name: |
BOPO_DebtDiscountOriginatedFromDerivativeLiabilities |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionExpected dividends to be paid to holders of the underlying shares or financial instruments (expressed as a percentage of the share or instrument's price).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedDividendRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPeriod the instrument, asset or liability is expected to be outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMeasure of dispersion, in percentage terms (for instance, the standard deviation or variance), for a given stock price.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRisk-free interest rate assumption used in valuing an instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementScenarioAxis=BOPO_CommitmentDateMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Commitments and Contingencies (Details Narrative)
|
|
|
12 Months Ended |
May. 29, 2015
USD ($)
ft²
ExecutiveOffices
|
Jun. 03, 2013 |
Nov. 30, 2015
USD ($)
|
May. 31, 2015
USD ($)
|
Nov. 30, 2014
USD ($)
|
May. 31, 2014
USD ($)
|
Commitments and Contingencies Disclosure [Line Items] |
|
|
|
|
|
|
Accrued officers and directors payroll |
|
|
$ 1,993,582
|
|
|
|
Rent expense |
|
|
$ 54,548
|
|
$ 47,158
|
|
Lease Agreement [Member] |
|
|
|
|
|
|
Commitments and Contingencies Disclosure [Line Items] |
|
|
|
|
|
|
Lease term |
|
24 months
|
|
|
|
|
Lease expiration date |
May 31, 2016
|
May 31, 2015
|
|
|
|
|
Rent expense |
$ 4,583
|
|
|
$ 4,080
|
|
$ 4,000
|
Lease extended term |
12 months
|
|
|
|
|
|
Office space square feet | ft² |
2,000
|
|
|
|
|
|
Number of executive offices | ExecutiveOffices |
5
|
|
|
|
|
|
X |
- DefinitionCommitments And Contingencies Disclosure [Line Items].
+ References
+ Details
Name: |
BOPO_CommitmentsAndContingenciesDisclosureLineItems |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber Of Executive Offices.
+ References
+ Details
Name: |
BOPO_NumberOfExecutiveOffices |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDate which lease or group of leases is set to expire, in CCYY-MM-DD format.
+ References
+ Details
Name: |
us-gaap_LeaseExpirationDate1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTerm of the lessee's leasing arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_LesseeLeasingArrangementsOperatingLeasesTermOfContract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717
+ Details
Name: |
us-gaap_OperatingLeasesRentExpenseNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_LeaseArrangementTypeAxis=BOPO_LeaseArrangementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionEmployment Contract Expiration Date.
+ References
+ Details
Name: |
BOPO_EmploymentContractExpirationDate |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEmployment contract term.
+ References
+ Details
Name: |
BOPO_EmploymentContractTerm |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEmployment Salary Deferral.
+ References
+ Details
Name: |
BOPO_EmploymentSalaryDeferral |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpenditures for salaries for officers and non-officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.
+ References
+ Details
Name: |
us-gaap_SalariesWagesAndOfficersCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionCarrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
+ Details
Name: |
us-gaap_AccruedSalariesCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=BOPO_DecemberOneTwoThousandFourteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=BOPO_TwoThousandFourteenToFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=BOPO_TwoThousandFiftenToSixteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=BOPO_TwoThousandSixteenToSevenTeenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionRepresents the amount of investment in development of a project.
+ References
+ Details
Name: |
BOPO_InvestmentInProjectDevelopmentAmount |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionOther Consulting Revenue Net Of Expense.
+ References
+ Details
Name: |
BOPO_OtherConsultingRevenueNetOfExpense |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionTesting Services Agreement Line Items.
+ References
+ Details
Name: |
BOPO_TestingServicesAgreementLineItems |
Namespace Prefix: |
BOPO_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
|
|
1 Months Ended |
12 Months Ended |
|
|
Mar. 02, 2016 |
Feb. 24, 2016 |
Jul. 31, 2015 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Feb. 18, 2016 |
Dec. 15, 2015 |
Convertible Note |
|
|
$ 120,000
|
$ 44,394
|
|
|
|
Authorized to issuance |
|
|
|
100,000,000
|
100,000,000
|
|
|
Proceeds from related party loan |
|
|
|
|
$ 51,200
|
|
|
Debt instrument maturity date |
|
|
Dec. 30, 2015
|
|
|
|
|
Conversion Price |
|
|
$ 0.15
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
Number of common stock shares issued for stock compensation |
|
5,000,000
|
|
|
|
|
|
Subsequent Event [Member] | Mr. Baruch Halpern [Member] |
|
|
|
|
|
|
|
Debt instrument interest rate |
8.00%
|
|
|
|
|
|
|
Authorized to issuance |
3,000,000
|
|
|
|
|
|
|
Number of shares isused by claw-back |
2,250,000
|
|
|
|
|
|
|
Proceeds from related party loan |
$ 100,000
|
|
|
|
|
|
|
Debt instrument maturity date |
Mar. 02, 2018
|
|
|
|
|
|
|
Conversion Price |
$ 0.15
|
|
|
|
|
|
|
Subsequent Event [Member] | Mr. Baruch Halpern [Member] | Two Year Lock Up Agreement [Member] |
|
|
|
|
|
|
|
Number of shares isused by claw-back |
750,000
|
|
|
|
|
|
|
Subsequent Event [Member] | Shareholder Loaned [Member] |
|
|
|
|
|
|
|
Convertible Note |
|
|
|
|
|
$ 16,500
|
$ 25,000
|
Debt instrument interest rate |
|
|
|
|
|
15.00%
|
15.00%
|
Subsequent Event [Member] | Dr. Neil Williams, CEO G3P [Member] |
|
|
|
|
|
|
|
Number of common stock shares issued for stock compensation |
|
2,000,000
|
|
|
|
|
|
Subsequent Event [Member] | Robert Kohn, CEO BioPower [Member] |
|
|
|
|
|
|
|
Number of common stock shares issued for stock compensation |
|
1,250,000
|
|
|
|
|
|
Subsequent Event [Member] | Bonnie Nelson, Director of Strategy [Member] |
|
|
|
|
|
|
|
Number of common stock shares issued for stock compensation |
|
1,250,000
|
|
|
|
|
|
Subsequent Event [Member] | Benjamin Williams, Sr. Vice President [Member] |
|
|
|
|
|
|
|
Number of common stock shares issued for stock compensation |
|
500,000
|
|
|
|
|
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionGross number of shares (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP). Shares issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=BOPO_MrBaruchHalpernMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BOPO_TwoYearLockUpAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
BioPower Operations (CE) (USOTC:BOPO)
Historical Stock Chart
From Jul 2024 to Aug 2024
BioPower Operations (CE) (USOTC:BOPO)
Historical Stock Chart
From Aug 2023 to Aug 2024