UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form

FORM 10-Q


(Mark One)

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

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

For the quarterly period ended AugustMay 31, 2017


2022

Or


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

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________to ________________


Commission File Number 000-54327


FIRST AMERICAN SILVER CORP.
(Exact name of registrant as specified in its charter)

Nevada98-0579157

CENTURY COBALT CORP.

(Exact name of registrant as specified in its charter)

Nevada

98-0579157

(State or other jurisdiction of

incorporation or organization)

(IRSI.R.S. Employer

Identification No.)

1031 Railroad St.

10100 Santa Monica Blvd., Ste 102B, Elko, NV 89801 USASuite 300,

Century City, Los Angeles, CA

89801

90067

(Address of principal executive offices)

(Zip Code)


775-753-6605

(310) 772-2209

(Registrant’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock

CCOB

OTC Pink

Preferred Stock

N/A

N/A

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


Yes ☐ 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


Yes ☐ No ☒

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


(Check one):

Large accelerated filer

[  ]

Accelerated filer

Non-accelerated Filer

[  ]

Non-accelerated

Accelerated filer

[  ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

Emerging growth company

[  ]


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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO

. Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number

As of January 13, 2023, there were 104,361,576 shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


62,892,211 common shares issued and outstanding as of October 14, 2017


outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

3

4

Item 2.

Management's

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

10

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14

18

Item 4.

Controls and Procedures

14

18

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

15

19

Item 1A.

Risk Factors

15

19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

19

Item 3.

Defaults Upon Senior Securities

15

19

Item 4.

Mine Safety Disclosures

19

Item 5.

Other Information

19

Item 6.

Exhibits

20

SIGNATURES

21

 
Item 4.Mine Safety Disclosures152

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with: 

·

Risks related to our business, including:

·

we have a history of losses;

·

our auditors have raised substantial doubts about our ability to continue as a going concern;

·

we have a working capital deficit and need to raise additional capital to continue our business model;

·

the adverse impact of COVID-19 on our company; and

·

our reliance on our sole officer and director.

·

Risks related to regulation applicable to our industry, including:

·

compliance with existing laws and regulations and possible future changes in laws and regulations; and

·

any failure to protect personal data;

·

Risks related to the ownership of our securities, including:

·

the applicability of penny stock rules; and

·

material weaknesses in our internal control over financial reporting; and

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022 and our other filings with the SEC. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

All references in this report to the “Company”, “Century Cobalt”, “we”, “us,” or “our” are to Century Cobalt Corp., a Nevada corporation and our wholly owned subsidiary Century Cobalt Limited., a United Kingdom public company.

 
Item 5.Other Information153

Item 6.Exhibits16Table of Contents
SIGNATURES17

2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three and six month periods ended August 31, 2017 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
3


FIRST AMERICAN SILVER CORP.
CONDENSED BALANCE SHEETS (unaudited)


  August 31, 2017  November 30, 2016 
ASSETS      
       
Current Asset      
Cash $884  $592 
Total Current Assets  884   592 
         
Other Asset        
Reclamation bond  591   591 
Total Other Assets  591   591 
         
Total Assets $1,475  $1,183 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities        
Accounts payable $160,183  $163,459 
Accrued expenses  32,460   13,717 
Due to related party  26,717   26,717 
Notes payable – current portion  323,866   297,866 
         
Total Liabilities  543,226   501,759 
         
Stockholders’ Equity (Deficit)        
Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding  -   - 
Common stock, par value $0.001, 3,500,000,000 shares authorized, 62,892,211 shares issued and outstanding (2016 - 62,892,211)  62,892   62,892 
Additional paid-in capital  1,169,618   1,169,618 
Common stock payable  15,120   15,120 
Accumulated deficit  (1,789,381)  (1,748,206)
Total Stockholders’ Equity (Deficit)  (541,751)  (500,576)
         
Total Liabilities and Stockholders' Equity (Deficit) $1,475  $1,183 




CENTURY COBALT CORP.

 CONSOLIDATED BALANCE SHEETS (Unaudited)

 

 

 

 

 

 

 

 

 

May 31,

2022

 

 

November 30,

2021

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$87,593

 

 

$26,654

 

Prepaid expenses

 

 

6,886

 

 

 

-

 

Total current assets

 

 

94,479

 

 

 

26,654

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Equity method investment

 

 

-

 

 

 

132,623

 

Total other assets

 

 

-

 

 

 

132,623

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$94,479

 

 

$159,277

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$207,119

 

 

$178,567

 

Accounts payable - related parties

 

 

231,602

 

 

 

289,085

 

Accrued interest

 

 

220,563

 

 

 

192,484

 

Accrued interest - related parties

 

 

20,381

 

 

 

16,727

 

Due to related party

 

 

39,341

 

 

 

60,823

 

Notes payable - current portion, net of debt issue cost of $31,832 and $-0- as of May 31, 2022 and November 30, 2021, respectively

 

 

764,243

 

 

 

422,075

 

Notes payable to related parties

 

 

183,800

 

 

 

396,063

 

Convertible notes payable

 

 

127,260

 

 

 

134,280

 

Total current liabilities

 

 

1,794,309

 

 

 

1,690,104

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 20,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of May 31, 2022 and November 30, 2021

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 3,500,000,000 shares authorized, 104,361,576 issued and outstanding as of May 31, 2022 and November 30, 2021

 

 

104,362

 

 

 

104,362

 

Additional paid-in capital

 

 

3,014,969

 

 

 

3,014,969

 

Common stock payable

 

 

100,130

 

 

 

97,960

 

Accumulated deficit

 

 

(4,919,291)

 

 

(4,748,118)

Total stockholders' equity (deficit)

 

 

(1,699,830)

 

 

(1,530,827)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' equity (deficit)

 

$94,479

 

 

$159,277

 

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


4


FIRST AMERICAN SILVER CORP.
CONDENSED STATEMENTS OF OPERATIONS (unaudited)


  
Three Months
Ended
August 31, 2017
  
Three Months
Ended
August 31, 2016
  
Nine Months
Ended
August 31, 2017
  
Nine Months
Ended
August 31, 2016
 
             
REVENUES $-  $-  $-  $- 
                 
OPERATING EXPENSES                
Accounting and legal  3,707   3,251   14,056   14,035 
Consulting fees  -   -   -   21,277 
Transfer agent and filing fees  1,410   960   7,871   5,674 
General and administrative  413   -   505   156 
TOTAL OPERATING EXPENSES  5,530   4,211   22,432   41,142 
                 
LOSS FROM OPERATIONS  (5,530)  (4,211)  (22,432)  (41,142)
                 
OTHER INCOME (EXPENSES)                
Other income  -   -   -   6,850 
Interest expense  (6,500)  (4,773)  (18,743)  (15,579)
TOTAL OTHER INCOME (EXPENSE)  (6,500)  (4,773)  (18,743)  (8,729)
                 
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX  (12,030)  (8,984)  (41,175)  (49,871)
                 
PROVISION FOR INCOME TAX  -   -   -   - 
                 
NET INCOME (LOSS) $(12,030) $(8,984) $(41,175) $(49,871)
                 
LOSS PER SHARE: BASIC AND DILUTED $(0.00) $(0.00) $(0.00) $(0.00)
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED  
62,806,567
   
62,819,882
   
62,806,567
   
62,601,676
 




4

Table of Contents

CENTURY COBALT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

May 31,

2022

 

 

May 31,

2021

 

 

May 31,

2022

 

 

May 31,

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Accounting and legal

 

$15,514

 

 

$13,715

 

 

$32,915

 

 

$32,627

 

Transfer agent and filing fees

 

 

3,013

 

 

 

2,976

 

 

 

4,442

 

 

 

4,674

 

Consulting

 

 

55,023

 

 

 

79,875

 

 

 

100,023

 

 

 

160,367

 

Exploration

 

 

-

 

 

 

58,273

 

 

 

-

 

 

 

89,010

 

General and administrative

 

 

11,162

 

 

 

10,742

 

 

 

14,398

 

 

 

21,393

 

Total operating expenses

 

 

84,712

 

 

 

165,581

 

 

 

151,778

 

 

 

308,071

 

 Net operating income (loss)

 

 

(84,712)

 

 

(165,581)

 

 

(151,778)

 

 

(308,071)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(32,918)

 

 

(20,048)

 

 

(52,969)

 

 

(54,672)

Gain (loss) on foreign currency transactions

 

 

21,809

 

 

 

(9,622)

 

 

17,566

 

 

 

(14,552)

Gain from equity method investment

 

 

148,631

 

 

 

-

 

 

 

16,008

 

 

 

-

 

Total Other income (expense)

 

 

137,522

 

 

 

(29,670)

 

 

(19,395)

 

 

(69,224)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$52,810

 

 

$(195,251)

 

$(171,173)

 

$(377,295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$0.00

 

 

$(0.00)

 

$(0.00)

 

$(0.00)
Diluted income per share

 

$0.00

 

 

$N/A

 

 

$N/A

 

 

$N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

104,361,576

 

 

 

81,385,854

 

 

 

104,361,576

 

 

 

80,236,660

 

Weighted average number of common shares outstanding - diluted

 

 

107,274,489

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

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


5


FIRST AMERICAN SILVER CORP.
CONDENSED STATEMENTS OF CASH FLOWS (unaudited)


  
Nine Months
Ended
August 31, 2017
  
Nine Months
Ended
August 31, 2016
 
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss for the period $(41,175) $(49,871)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:        
Stock issued for loan extension fees and services  -   13,777 
Changes in operating assets and liabilities:        
Prepaid expenses  -   2,068 
Accounts payable  (3,276)  (6,504)
Accrued expenses  18,743   13,511 
Net Cash Used in Operating Activities  (25,708)  (27,019)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from notes payable  26,000   29,000 
Net Cash Used in Financing Activities  26,000   29,000 
         
Net Increase (Decrease) in Cash and Cash Equivalents  292   1,981 
Cash and Cash Equivalents, Beginning of Period  592   - 
         
Cash and Cash Equivalents, End of Period $884  $1,981 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for income taxes $-  $- 
Cash paid for interest $-  $- 




5

Table of Contents

CENTURY COBALT CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

Paid-In

 

 

Common Stock

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Payable

 

 

Deficit

 

 

Deficiency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2020

 

 

79,061,929

 

 

$79,062

 

 

 

-

 

 

$-

 

 

$2,270,384

 

 

$368,578

 

 

$(3,870,933)

 

$(1,152,909)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock to settle accounts payable

 

 

176,966

 

 

 

177

 

 

 

-

 

 

 

-

 

 

 

5,132

 

 

 

-

 

 

 

-

 

 

 

5,309

 

Issuance of common stock for stock subscription

 

 

3,086,855

 

 

 

3,087

 

 

 

-

 

 

 

-

 

 

 

102,329

 

 

 

(105,416)

 

 

-

 

 

 

-

 

Shares issued for services

 

 

4,750,000

 

 

 

4,750

 

 

 

-

 

 

 

-

 

 

 

191,775

 

 

 

(156,100)

 

 

-

 

 

 

40,425

 

Stock based compensation and settle accounts payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,335

 

 

 

-

 

 

 

8,335

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(377,295)

 

 

(377,295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2021

 

 

87,075,750

 

 

$87,076

 

 

 

-

 

 

$-

 

 

$2,569,620

 

 

$115,397

 

 

$(4,248,228)

 

$(1,476,135)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 28, 2021

 

 

79,061,929

 

 

$79,062

 

 

 

-

 

 

$-

 

 

$2,270,384

 

 

$373,693

 

 

$(4,052,977)

 

$(1,329,838)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock to settle accounts payable

 

 

176,966

 

 

 

177

 

 

 

-

 

 

 

-

 

 

 

5,132

 

 

 

-

 

 

 

-

 

 

 

5,309

 

Issuance of common stock for stock subscription

 

 

3,086,855

 

 

 

3,087

 

 

 

-

 

 

 

-

 

 

 

102,329

 

 

 

(105,416)

 

 

-

 

 

 

-

 

Shares issued for services

 

 

4,750,000

 

 

 

4,750

 

 

 

-

 

 

 

-

 

 

 

191,775

 

 

 

(156,100)

 

 

-

 

 

 

40,425

 

Stock based compensation and settle accounts payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,220

 

 

 

-

 

 

 

3,220

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(195,251)

 

 

(195,251)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2021

 

 

87,075,750

 

 

$87,076

 

 

 

-

 

 

$-

 

 

$2,569,620

 

 

$115,397

 

 

 

(4,248,228)

 

$(1,476,135)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended May 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2021

 

 

104,361,576

 

 

$104,362

 

 

 

-

 

 

$-

 

 

$3,014,969

 

 

$97,960

 

 

$(4,748,118)

 

$(1,530,827)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,170

 

 

 

-

 

 

 

2,170

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(171,173)

 

 

(171,173)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2022

 

 

104,361,576

 

 

$104,362

 

 

 

-

 

 

$-

 

 

$3,014,969

 

 

$100,130

 

 

$(4,919,291)

 

$(1,699,830)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended May 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 28, 2022

 

 

104,361,576

 

 

$104,362

 

 

 

-

 

 

$-

 

 

$3,014,969

 

 

$97,960

 

 

$(4,972,101)

 

$(1,754,810)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,170

 

 

 

-

 

 

 

2,170

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

52,810

 

 

 

52,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2022

 

 

104,361,576

 

 

$104,362

 

 

 

-

 

 

$-

 

 

$3,014,969

 

 

$100,130

 

 

 

(4,919,291)

 

$(1,699,830)

The accompanying notes are an integral part of these financial statements


6


FIRST AMERICAN SILVERstatements.

6

Table of Contents

CENTURY COBALT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

May 31,

2022

 

 

May 31,

2021

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$(171,173)

 

$(377,295)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

2,170

 

 

 

46,510

 

Debt discount interest

 

 

-

 

 

 

8,114

 

Loss from equity method investment

 

 

(16,008)

 

 

-

 

Debt issue cost amortization

 

 

3,868

 

 

 

-

 

(Gain) Loss on foreign currency transactions

 

 

(17,566)

 

 

14,512

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(6,886)

 

 

61,474

 

Accounts payable

 

 

21,434

 

 

 

15,972

 

Accounts payable expenses - related parties

 

 

(57,483)

 

 

43,898

 

Accrued expenses

 

 

39,235

 

 

 

29,119

 

Accrued expenses - related parties

 

 

4,401

 

 

 

17,439

 

Due to related parties

 

 

(21,482)

 

 

-

 

Net cash used in operating activities

 

 

(219,490)

 

 

(140,257)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sales of equity investment

 

 

148,631

 

 

 

-

 

Net cash used in investing activities

 

 

148,631

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

340,000

 

 

 

-

 

Proceeds from notes payable to related parties

 

 

-

 

 

 

122,704

 

Repayment of notes payable to related parties

 

 

(198,880)

 

 

-

 

Repayment of notes payable interest

 

 

(9,322)

 

 

-

 

Net cash provided by financing activities

 

 

131,798

 

 

 

122,704

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

60,939

 

 

 

(17,553)

Cash - beginning of the year

 

 

26,654

 

 

 

19,482

 

Cash - end of the year

 

$87,593

 

 

$1,929

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Interest paid

 

$9,322

 

 

$-

 

Income taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure for non-cash financing activities:

 

 

 

 

 

 

 

 

Issuance of common stock to settle accounts payable

 

$-

 

 

$5,309

 

Issuance of common stock for stock subscription

 

$-

 

 

$105,416

 

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

7

Table of Contents

CENTURY COBALT CORP.

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

AUUGST

MAY 31, 2017 2022

(Unaudited)


NOTE 1 - NATURE OF OPERATIONS


Mayetok, Inc. (“the Company”

Century Cobalt Corp. (formerly First American Silver Corp.) was incorporated in the state of Nevada on April 29, 2008. On June 8, 2010,The Company’s principal office is located at 10100 Santa Monica Boulevard, Suite 300, Century City, California 90067. The Company’s principal business activity is the identification and exploration of mineral properties for the purposes of discovering economical cobalt assets.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company changedhave been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

These consolidated financial statements comprise the accounts of the Company and its namewholly owned subsidiary Century Cobalt Limited (“CCL”), a United Kingdom public company. CCL was formed to First American Silver Corp.


hold the equity investment with Technology Metals, PLC, a related party. All intercompany balance between the Company and CCL are eliminated in consolidation. Also included within the accompanying financial statements are the Company’s unconsolidated equity investment with Technology Metals, PLC, a related party, which is accounted for under the equity method of accounting. See Note 4 - Emperium Sale and Equity Method Investment for a further discussion.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Risks and Uncertainties

The Company’s officesoperations are locatedsubject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At May 31, 2022 and November 30, 2021, respectively, the Company had $87,593 and $26,654 of unrestricted cash to be used for future business operations.

The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company’s bank deposits may exceed the insured amount. Management believes it has little risk related to the excess deposits.

Prepaid Expenses

The Company considers all items incurred for future services to be prepaid expenses. At May 31, 2022 and November 30, 2021, respectively, the Company’s prepaid balance was $6,886 and $-0- consisting of prepaid interest on a note payable.

Equity Method for Investments

The equity method is an accounting technique used by the Company to record the profits earned or losses through its investment in another company. With the equity method of accounting, the Company reports the income or loss by the other company on its income statement, in an amount proportional to the percentage of its equity investment in the other company. The equity method is used to value a company’s investment in another company when it holds significant influence over the company it is investing in. The threshold for “significant influence” is commonly a 20-50% ownership. Under the equity method, the investment is initially recorded at 1031 Railroad St.historical cost, and adjustments are made to the value based on the investor’s percentage ownership in net income, loss, and dividend payouts. Net income of the investee company increases the Company’s value on the balance sheet, while the investee’s loss or dividend payout decreases it.

Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

8

Table of Contents

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), Ste 102B, Elko, NV, 89801.  segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. All assets and liabilities of the Company approximate fair value.

Valuation of Long-Lived and Intangible Assets

We assess the impairment of long-lived assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The scope of Topic 718, Compensation-Stock Compensation, includes share-based payments issued to employees and nonemployees for goods and services. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

Total stock-based compensation amounted to $2,170 and $43,645 for the three months ended May 31, 2022 and 2021, respectively, and $2,170 and $46,510 for the six months ended May 31, 2022 and 2021, respectively.

Income Taxes

The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The Company is not aware of any uncertain tax position that, if challenged, would have a material effect on the financial statements for the six months ended May 31, 2022, or during the prior three years applicable under FASB ASC 740.  We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. The Company is in the process of filing all unfiled tax returns. All tax returns for the Company remain open for examination. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In 2014, we abandoned our mineral property businessaddition, the standard requires disclosure of the nature, amount, timing, and initiated effortsuncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to enterreceive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

9

Table of Contents

Once a new linecontract is determined to be within the scope of business. To-date, although our company has engagedASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The convertible debt to common shares and unissued stock earned could potentially amount to approximately 2,888,000 additional shares issued by the Company. The Company’s convertible notes, and unissued shares are included from the computation of diluted earnings per share for the three months ended May 31, 2022 due to the reported net income.  The Company’s convertible notes, and unissued shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s losses for the three months ended May 31, 2022 and 2021 and the nine months ended May 31, 2021.

Foreign Currency Translation

The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign transactions into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign transactions into the U.S. dollar reporting currency at the exchange rate on the date of the transaction.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of negotiationsaccounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in respectsubstantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of new business lines, wea Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

Management believes recently no other issued accounting pronouncements will have an impact on the financial statements of the Company.

Mineral Properties

Costs of exploration are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not yet consummated any transactionsguarantee the Company’s title. Such properties may be subject to prior agreements or started any new commercial activities.

transfers and title may be affected by undetected defects.

Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present.

Capitalization

Only assets with a cost over $5,000 and a useful life of over 1 year are capitalized. All other costs are expensed in the period incurred.

Reclassifications

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations.

NOTE 2 –3 - GOING CONCERN


The accompanying financial statements have been prepared assuming that First American Silver,Century Cobalt Corp., Inc. will continue as a going concern. The Company has a working capital deficit, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional debt or capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.


The Company’s activities to date have been supported by debt and equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of approximately $1,789,000$4,919,291 as of AugustMay 31, 2017.2022. Management continues to seek funding from its shareholders and other qualified investors.


The results

10

Table of Contents

NOTE 4 - SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT

On September 14, 2021, the Company signed a share purchase agreement to sell the assets of Emperium 1 Holdings Corp (“Emperium”) and repay a related party receivable to Technology Minerals PLC (“TM PLC”), a related party. TM PLC became a UK public company during November 2021. During November 2021, the Company was issued 420,000,000 unregistered shares (0.001£ par value) of TM PLC common stock for the threeCompany’s Emperium assets and 50,000,000 unregistered shares (0.001£ par value) of TM PLC common stock to repay the related party receivable for an aggregate of 470,000,000 shares of TM PLC stock. On November 30, 2021 the Company’s ownership interest in TM PLC was 38.8%. TM PLC was established as a holding company, which will own assets that focus on the circular economy, and on the security of the supply chain from metal discovery through to end-of-life use. The Company has accounted for its investment in TM PLC under the equity method of accounting since inception. Since TM PLC is a related party, the Company valued the investment at cost as follows:

 

 

Total

 

Emperium resource property

 

$248,000

 

Related party receivable

 

 

70,145

 

Total

 

$318,145

 

The $70,415 related party receivable was attorney fees paid by the Company on behalf of TM PLC during the nine months ended AugustNovember 30, 2021.

On May 31, 2017 are not necessarily indicative of2022, the Company’s ownership interest in TM PLC was 37.5%. The following table summarizes the results of operations of TM PLC for the full year. These financial statementsthree months ended May 31, 2022:

 

 

May 31,

2022

 

Net Loss of TM PLC

 

$1,126,577

 

Company equity loss from TM PLC

 

$422,121

 

During April and related footnotes should be read in conjunction withMay 2022, the consolidated financial statementsCompany sold 4,375,000 shares of the TM PLC investment. The proceeds were $148,631 or $0.034 per share. At May 31, 2022, the Company owns 465,625,000 shares of TM PLC common stock. For the three and footnotes thereto includedsix months ended May 31, 2022, the Company reported income from the equity method and sale of shares of TM PLC stock of $148,631 and $16,008 in the Company’s Annual Report on Form 10K for the year ended November 30, 2016, filed with the Securities and Exchange Commission.


The accompanying condensed financial statements have been prepared byof operations. Since the Company without audit. Inequity investment was reduced to $-0-, only $132,623 of the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly$422,121 loss from the financial position, results of operations, and cash flows at August 31, 2017 and forTM PLC equity investment was posted in the related periods presented.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on theaccompanying statements of income, cash flowsoperations. The equity method investment was $-0- and shareholders equity, (2) label the financial statements$132,623 as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after DecemberMay 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
7



NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Risks and Uncertainties
The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.  See Note 10 regarding going concern matters.

Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 20172022 and November 30, 2016,2021, respectively, the Company had $884 and $592 of unrestricted cash to be used for future business operations.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits may exceed the insured amount.  Management believes it has little risk related to the excess deposits.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and note payable-related party. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Stock-Based Compensation
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2017, there have been no interest or penalties incurred on income taxes.

8


accompanying consolidated balance sheets.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition
The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

NOTE 4 –5 - NOTES PAYABLE

Notes payable consisted of the following at AugustMay 31, 2017:


Date of Note Note Amount  Interest Rate  
Maturity Date
 Collateral Interest Accrued 
                 
May 1, 2016 $292,866   8% May 1, 2017 (default) None $31,260 
October 20, 2016 $5,000   8% October 20, 2017 None $345 
January 9, 2017 $9,000   8% January 9, 2018 None $461 
April 24, 2017 $10,000   8% April 24, 2018 None $282 
June 19, 2017 $7,000   8% June 19, 2018 None $112 
Total $323,866            $32,460 

2022:

Date of Note

Principal Amount at Issuance ($)

Interest Rate

Maturity Date

Interest Accrued ($)

October 20, 2016 (1)

                       5,000

8%

October 20, 2017

                      2,245

January 9, 2017 (1)

                       9,000

8%

January 9, 2018

                      3,882

April 24, 2017 (1)

                     10,000

8%

April 24, 2018

                      4,083

June 19, 2017 (1)

                       7,000

8%

June 19, 2018

                      2,773

September 18, 2017 (1)

                       6,000

8%

September 18, 2018

                      2,256

January 5, 2018 (1)

                     10,000

8%

January 5, 2019

                      3,522

April 17, 2018 (1)

                     30,000

8%

April 17, 2019

                      9,897

July 27, 2018 (1)

                     31,700

12%

July 27, 2019

                    14,632

August 15, 2018 (1)

                   108,000

12%

August 15, 2019

                    49,177

September 7, 2018 (1)

                     15,000

12%

July 31, 2020

                      6,717

September 12, 2018 (1)

                     20,500

12%

August 15, 2020

                      9,146

September 27, 2018 (1)

                     10,000

12%

July 31, 2020

                      4,411

October 10, 2018 (1)

                     42,000

12%

July 31, 2020

                    18,351

November 20, 2018 (1)

                       7,905

12%

July 31, 2020

                      3,348

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November 20, 2018 (1)

                       7,970

12%

July 31, 2020

                      3,374

December 18, 2018 (1)

                     25,000

12%

July 31, 2020

                    10,356

January 24, 2019 (1)

                     42,000

12%

August 15, 2020

                    16,888

February 18, 2019 (1)

                     20,000

12%

February 18, 2020

                      7,878

March 6, 2019 (1)

                     10,000

12%

August 15, 2020

                      3,885

May 3, 2019 (1)

                     25,000

12%

July 31, 2020

                      9,238

July 1, 2019 (2)

                     31,500

10%

December 30, 2021

                    10,767

July 15, 2019 (2)

                     31,500

10%

December 30, 2021

                    10,646

July 31, 2019 (2)

                     31,500

10%

December 30, 2021

                    10,508

September 3, 2019 (2)

                     18,900

10%

December 30, 2021

                      6,129

October 8, 2019 (2)

                     10,080

10%

December 30, 2021

                      3,171

November 6, 2019 (2)

                       3,780

10%

December 30, 2021

                      1,160

July 10, 2020 (1) (5)

                             -  

5%

June 18, 2021

                      1,169

September 2, 2020 (1)

                     12,600

5%

June 18, 2021

                      1,097

November 27, 2020 (1) (5)

                             -  

5%

June 18, 2021

                      1,390

December 22, 2020 (1)

                     18,900

5%

June 18, 2021

                      1,362

January 12, 2021 (1) (5)

                             -  

5%

June 18, 2021

                      1,692

March 5, 2021 (1)

                     31,500

5%

June 18, 2021

                      1,954

April 14, 2021 (1)

                     37,800

5%

June 18, 2021

                      2,138

November 16, 2021 (1)

                     63,000

5%

November 16, 2021

                      1,701

April 4, 2022 (6)

                   374,000

24%

March 30, 2023

                           -  

Grand Total

                1,107,135

 

 

                  240,944

(1)

The Company is not compliant with the repayment terms of the notes payable. There are no penalties associated with notes past the due date.

Convertible notes payable:

(2)

On July 30, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($253,900) for funding working capital requirements. The promissory note has a maturity date of October 30, 2020, an interest rate of 10% and a conversion rate of $0.08 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn six installments against the loan facility for an aggregate of $130,633. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,654 and was recorded as debt discount. The debt discount was amortized through the term of the note. On October 19, 2020, the maturity date of the promissory note was extended to December 30, 2021. The unpaid balance including accrued interest was $169,641 and $172,301 at May 31, 2022 and November 30, 2021, respectively.

(3)

On August 14, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($241,220) for funding working capital requirements. The promissory note has a maturity date of April 16, 2021, an interest rate of 10% and a conversion rate of $0.03 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn two installments against the loan facility for an aggregate of $129,340. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $34,853 and was recorded as debt discount. The debt discount was amortized through the term of the note. During the three months ended May 31, 2020, the Company received a third installment for $2,050. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. During the three months ended August 31, 2020, the Company received a third installment for $130,646. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. On August 4, 2021, the holder converted $332,398 of principal and interest into 11,079,939 shares of the Company’s common stock at $0.03 per share to fully satisfy the convertible promissory note.

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(4)

On July 22, 2021, the Company entered into a long-term convertible promissory note of £50,000 ($68,815) with a third-party for funding an option fee to acquire land and a cannabis license in Zimbabwe. The promissory note has a maturity date of January 23, 2023, an interest rate of 5%. The holder may convert any part or all of the outstanding principal and/or interest on this promissory note into shares of the Company’s common stock dividing (i) any amount of part or all of the outstanding principal and/or interest on the note, by (ii) the 20-day VWAP of Company common stock prior to the date of conversion; provided, however, that the price of conversion shall not be less than $0.0001 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $68,815. The debt discount was amortized through the term of the note. During November 2021 it was determined the third-party did not fund the option fee to acquire land and a cannabis license in Zimbabwe and the note was cancelled with $-0- due from the Company. At November 30, 2021, the note and related discount was removed from the accounting records of the Company.

As of May 31, 2022, the total loans - convertible amounted to $169,641 which includes $42,381 of accrued interest. The conversion price of the note was fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion option of the note was not considered a derivative liability. The beneficial conversion features of certain convertible notes are at a price below fair market value. The Company recorded interest expense on the debt discount of $2,705 and $8,114 for the three and six months ended May 31, 2021, respectively.

Notes payable:

(5)

During May 2022, the Company repaid the principal for three related related-party notes payable for $55,479. The repaid notes were dated July 10, 2020, November 27, 2020 and January 12, 2021. The unpaid accrued interest balance was $4,251 at May 31, 2022.

(6)

On March 30, 2022, the Company entered into a Loan Agreement with a third party for $340,000. The first drawdown was on April 4, 2022. The loan bears interest at 2% per month with a maturity date of March 30, 2023. The loan requires a $50,000 repayment of principal plus interest from 120 days and 240 days from the date of the first drawdown and the balance of principal and interest due must be repaid before 360 days of the first drawdown. As of May 31, 2022, there have been no repayments of principal. In addition, the Company transferred 12,878,787 shares of its investment in PLC common stock as collateral. The shares are held in the lender’s brokerage account.  The Loan required a loan arrangement fee of $34,000 added to the loan  principal balance and a $1,700 finder’s fee paid to an individual for an aggregate of $35,700. The $35,700 is consider debt issued cost and amortized over the term of the loan. For the three and six months ended May 31, 2022, the Company recorded interest expense on the debt issued costs of $3,868.

As of May 31, 2022, the Company paid $16,208 of interest on the loan. The interest paid on the loan exceeded the interest due under the loan at May 31, 2022 by $6,886, which was recorded as a prepaid expense in the accompanying consolidated balance sheet. The unpaid principal balance was $374,000 at May 31, 2022. The unpaid balance net of debt issues cost of $31,832 was $342,168 at May 31, 2022.

(7)

During April and May 2022, the Company repaid the principal and interest on five related related-party notes payable for $170,348. The repaid notes were dated June 8, 2021, June 17, 2021 June 29, 2021, September 20, 2021 and October 29, 2021 for $148,865. The Company inadvertently overpaid the related party loans by $21,483. The overpayment has not been repaid at May 31, 2022 and is netted against due to related party in the accompanying consolidated balance sheet.

Notes payable and convertible notes payable transactions during the ninesix months ended AugustMay 31, 20172022, consisted of the following:


Balance, November 30, 2016 $297,866 
Borrowings  26,000 
Balance, August 31, 2017 $323,866 

Balance, November 30, 2021

 

$952,418

 

Borrowings

 

 

374,000

 

Less repayments

 

 

(198,879)

Less, foreign exchange adjustment

 

 

(20,404)

Less debt issue cost

 

 

(31,832)

Balance, May 31, 2022

 

$1,075,303

 

Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following:

Fiscal year ended November 30, 2022

 

$701,303

 

Fiscal year ended November 30, 2023

 

 

374,000

 

Balance, May 31, 2022

 

$1,075,303

 

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NOTE 5 –6 - RELATED PARTY TRANSACTIONS


The

As of May 31, 2022, accounts payable and compensation owing to the Company’s CEO was $231,602 (November 30, 2021: $289,085).

As of May 31, 2022, the Company paid consulting fees totaling $0 and $21,277owed $60,823 to the Company’s CEO less a May 2022 $21,483 overpayment on related party notes payable for an aggregate of $39,341 (November 30, 2021: $60,823).

On May 31, 2022, notes payable owing to related parties was $183,800 (November 30, 2021: $396,063) and accrued interest owing to related parties was $20,381 (November 30, 2021: $16,727).

On September 11, 2018, the Company signed a Consulting Agreement for the nineCompany’s former Chief Operating Officer (COO) beginning August 1, 2018 through December 31, 2020. The COO resigned on December 1, 2020 and will serve the company in other capacities. On May 21, 2021, the former COO was compensated with 1,750,000 unregistered shares of the common stock valued at $40,425 or $0.0231 per share. On August 4, 2021, the former COO was compensated with 500,000 unregistered shares of the common stock valued at $10,000 or $0.02 per share.

On September 17, 2018, the Company signed a three-year Consulting Agreement for the Company’s President. Effective June 1, 2018, the President is compensated $8,500 per month for an aggregate of $102,000 per year. Effective August 1, 2018, the President was compensated with 5,000,000 unregistered shares of the Company’s common stock valued at $200,000 or $0.04 per share. In addition, on August 1 of each year for this agreement, the President will be compensated with 1,000,000 unregistered shares of the Company’s common stock. On August 1, 2018, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $40,000 or $0.04 share. On August 1, 2019, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $97,500 or $0.975 share. Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. On August 1, 2020, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $18,600 or $0.0186 share. The agreement terminated on June 1, 2021, thereafter, the Company’s CEO was compensated with $15,000 per month on a month-to-month basis. On August 4, 2021, the Company’s CEO was compensated with 5,000,000 unregistered shares of the common stock valued at $100,000 or $0.02 per share. The non-stock compensation amounted to $45,000 and $90,000 for the three and six months ended AugustMay 31, 20172022 and August 31, 2016, respectively.


2021.

NOTE 6 –7 - CAPITAL STOCK


The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share.


As of May 31, 2022, no rights have been assigned to the preferred shares and the rights will be established upon issuance. The Company values noncash issuance of Company common stock to executives, consultants and others based on the closing market price on the date earned.

As at May 31, 2022, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share.


On February 16, 2016,August 1, 2018, the Company granted 1,000,000 unregistered common shares, at $0.04 per share, valued at $40,000, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 18, 2021, the Company issued 769,3151,000,000 unregistered shares of the Company’s common stock to its presidentthe Company’s president.

On February 1, 2019, the Company granted 250,000 at $0.147 per share, valued at $13,777 based on$36,750, unregistered common shares pursuant to a consulting agreement for the stock closing price onCompany’s former Chief Operating Officer (COO). As of May 31, 2022, the dateshares have not been issued to the former COO.

On April 1, 2019, the Company granted 163,132 at $0.1226 per share, valued at $20,000, unregistered common shares as per an option agreement to explore and evaluate the battery materials in South Dakota. As of May 31, 2022, the shares have not been issued to the individual.

On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the grant.


Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or 0.0998 per share. The consultant has earned 202,546 shares valued at $6,773 or $0.0334 per share for the nine months ended August 31, 2021 and 503,341 shares valued at $13,465 or $0.0268 per share, for an aggregate of 705,887 shares valued at $20,237 or $0.0287 per share. The 705,887 shares were issued to the consultant on August 11, 2021. As of May 31, 2022, the consultant earned an additional 59,179 shares valued at $1,715 or $0.0290 per share under the agreement.

On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 18, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s president.

On August 1, 2019, the Company granted 250,000 at $0.0975 per share, valued at $24,375, unregistered common shares for services to the Company for the Company’s former Chief Operating Officer (COO). As of May 31, 2022, the shares have not been issued to the Company’s former COO.

On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. On May 21, 2021, the Company issued 912,310 unregistered shares of the Company’s common stock to the investor. The Company used the proceeds for working capital.

On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 21, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s president. 

On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. On May 21, 2021, the Company issued 2,174,545 unregistered shares of the Company’s common stock to the investor. The Company used the proceeds for working capital.

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On January 11, 2021, the Company issued a stock subscription for 176,966 unregistered shares of the Company’s common stock to pay a past due balance from one of the Company’s vendors. The shares were valued at $5,309 or $0.03 per share. On April 19, 2021, the Company issued 176,966 unregistered shares of the Company’s common stock to the vendor.

On May 21, 2021, the Company issued 1,750,000 unregistered shares of the Company’s common stock to the Company’s former COO. The shares were earned on May 21, 2021 as a bonus for services to the Company. The shares were valued at $40,425 or $0.0231 per share.

On August 4, 2021, the Company issued 500,000 unregistered shares of the Company’s common stock to the Company’s former COO as a bonus for services to the Company. The shares were valued at $10,000 or $0.02 per share.

On August 4, 2021, the Company issued 5,000,000 unregistered shares of the Company’s common stock to the Company’s CEO for services to the Company. The shares were valued at $100,000 or $0.02 per share.

On August 4, 2021, the Company issued 11,079,939 shares of the Company’s common stock to convert $332,398 of principal and interest at $0.03 per share to fully satisfy the convertible promissory note dated August 14, 2019.

As of May 31, 2022, the Company had 104,361,576 (November 30, 2021: 104,361,576) common shares issued and outstanding.

NOTE 7 –8 - MATERIAL CONTRACTS

The Company renewed a twelve-month lease agreement for office space ending on June 30, 2021 for $770 per month and an aggregate of $9,240 over the term of the lease. The lease terminated on June 1, 2021 and was not renewed. The Company settled the unpaid balance for $6,000 which resulted in $3,447 reversal of rent expense. The rent expense recognized was $2,635 and $4,944 for three six months ended May 31, 2021.

On September 14, 2019, the Company entered an agreement with a consultant as the Company’s Business Development Director including such other management advisory services as may be reasonably requested by the Company. The agreement terminated on August 31, 2021 and was not renewed. The consultant was compensated with $4,000 a month beginning September 1, 2019. The consultant earned $12,000 and $24,000 for the three and six months ended May 31, 2021.

During May 2022, the Company signed a twelve-month operating lease for office space for $3,738 ($3,000 GBP) per month.  The company has recorded rent expense of $3,738 for the three and six months ended May 31, 2022 under the agreement.

NOTE 9 - SUBSEQUENT EVENTS


In accordance with ASC Topic 855-10,

On December 15, 2022, the Company sold 700,000 shares of the TM PLC investment. The proceeds were $11,873 or $0.017 per share. 

On January 10, 2023, the Company sold 1,300,000 shares of the TM PLC investment. The proceeds were $23,111 or $0.0178 per share.

The Company has analyzed its operations subsequentevaluated all events occurring subsequently to the date these financial statements through January 13, 2023 and determined there were issued, and has determined that,no other than those events mentioned above, it does not have any material subsequent eventsitems to disclose in these financial statements.

9


disclose. 

15

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

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following discussion of our financial condition and results of operations for the three months ended May 31, 2022 and 2021 should be read in conjunction with ourthe consolidated financial statements and the related notes to those statements that appearare included elsewhere in this quarterly report. The followingOur discussion containsincludes forward-looking statements based upon current expectations that reflectinvolve risks and uncertainties, such as our plans, estimatesobjectives, expectations and beliefs. Our actualintentions. Actual results and the timing of events could differ materially from those discussedanticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021, as filed with the SEC on March 16, 2022, this report, and our other filings with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. FactorsIn addition, any statements that could causerefer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or contribute to such differences include, butcircumstances are not limited to, those discussed below and elsewhere in this quarterly report.

Our financialforward-looking statements. Such statements are stated in United States Dollars (US$)based on our current expectations and are prepared in accordance with United States Generally Accepted Accounting Principles.
Incould be affected by the uncertainties and risk factors described throughout this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean First American Silver Corp., unless otherwise indicated.
report.

General Overview

We were incorporated in the State of Nevada on April 29, 2008, under the name "Mayetok,“Mayetok, Inc.". As Mayetok, Inc. we were engaged in the development of a website to market vacation properties in the Ukraine.

On June 8, 2010, we initiated a one (1) old for 35 new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 to 3,500,000,000 shares of common stock and the issued and outstanding increased from 2,200,000 shares of common stock to 77,000,000 shares of common stock, all with a par value of $0.001.

Also, on June 8, 2010, we changed our name from "Mayetok,“Mayetok, Inc." to "First“First American Silver Corp.", by way of a merger with our wholly owned subsidiary First American Silver Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties. As of June 2010, we had abandoned our former business plan of seeking to market vacation properties.

Our name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 16, 2010, on which date we adopted the new stock symbol "FASV"“FASV”.

On June 18, 2018, we changed our name from “First American Silver Corp.” to “Century Cobalt Corp”, by way of a merger with our wholly owned subsidiary Century Cobalt Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties. Our name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 18, 2018, on which date we adopted the new stock symbol “CCOB”

Our Current Business

In 2014,

On August 7, 2018, we abandoned ourentered into an assignment agreement with Oriental Rainbow Group Ltd., in regards to the acquisition of certain mineral claims in Lemhi County, Idaho known as the “Idaho Cobalt Belt”.

Oriental Rainbow and Plateau Ventures LLC had entered into a purchase agreement dated September 4, 2017, wherein Oriental Rainbow had acquired from Plateau a 100% interest in the property, businesssubject to certain subsequent payments and initiated effortsconditions. The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to enter a new linean option under the purchase agreement for the acquisition of business. To-date, although our company has engagedadditional claims. Such option had been exercised with additional claims acquired, resulting in a numbertotal of negotiations695 claims comprising approximately 13,900 acres.

Oriental Rainbow has assigned its interest in respectthe property to us in consideration for 2,500,000 restricted shares of common stock (the “Consideration Shares”). We have assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted shares of common stock to Plateau upon listing on a recognized stock exchange; paying pending BLM fees for the claims in the amount of $108,000; and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasibility study on the property.

Century Cobalt’s, acreage, known as the “Emperium Cobalt Project,” as noted above totals 12,980 Acres / 5,625 Hectares, making it larger than the combined land claims of the 5 largest publicly traded companies currently active in the Idaho Cobalt Belt. The project is located approximately 16 miles (26 km) southwest of Salmon, Idaho. As of March 2020, the Company’s land position has been reduced to 694 claims.

We had been exploring further options regarding the monetization of its Emperium Cobalt Project, which may include the sub-licensing or sale of the assets. Further to these efforts, on March 17, 2021, we signed an MOU and entered into discussions with UK-based Technology Minerals Limited (“Technology Minerals”) for Technology Minerals to acquire the Company’s entire interest (“the assets”) in the Emperium Cobalt Project.

Technology Minerals is comprised of mining assets and a major recycling group, laying the foundations for the UK’s first meaningful green circular economy in the battery industry and is currently in the process of becoming a UK-listed Company on the Standard List of the London Stock Exchange, by way of a Reverse Take Over.

Technology Minerals will extract the raw materials required for Li-ion Battery cathodes and then help solve the ecological issue of spent Li-ion batteries by recycling them for reuse by battery manufacturers.

On September 14, 2021, the Company signed a share purchase agreement to sell the assets of Emperium 1 Holdings Corp to Technology Minerals PLC, a related party. Technology Minerals PLC become new business lines, we have not yet consummated any transactions or started any new commercial activities.

10


UK public company during the three months ended August 31, 2021. The Company was issued 420,000,000 unregistered shares (0.001£ par value) of Technology Minerals PLC common stock. The Company initially owned approximately 38.8% of the outstanding shares of Technology Minerals PLC.  At May 31, 2022, the owns approximately 37.5% of the outstanding shares of Technology Minerals PLC.

We are currently accessing the next steps our business.

16

Table of Contents

Results of Operations

Three Months Ended August

For the three months ended May 31, 20172022 Compared to the Three Months Ended Augustthree months ended May 31, 2016

We had a net loss of $12,030 for the three month period ended August 31, 2017, which was $3,046 more than the net loss of $8,984 for the three month period ended August 31, 2016. The change in our results over the two periods is a result of an increase in accounting and legal fees, Transfer agent and filing fees, general and administrative expenses and an increase in interest expense.
The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended August 31, 2017 and August 31, 2016:
  
Three Months
Ended
August 31, 2017
  
Three Months
Ended
August 31, 2016
  
Change Between
Three Month
Periods Ended
August 31, 2017 and
August 31, 2016
 
             
Accounting and legal $3,707  $3,251  $456 
Transfer agent and filing fees  1,410   960   450 
General and administrative  413   -   413 
Interest/Other income (expense)  (6,500)  (4,773)  1,727 
Net loss $(12,030) $(8,984) $3,046 
Nine Months Ended August 31, 2017 Compared to the nine Months Ended August 31, 2016
We had a net loss of $41,175 for the nine month period ended August 31, 2017, which was $8,696 less than the net loss of $49,871 for the nine month period ended August, 2017. The change in our results over the two periods is a result of a decrease in consulting fees, offset by an increase in accounting and legal fees, transfer agent and filings fees, general and administrative expenses and interest expenses.
The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended August 31, 2017 and August 31, 2016:
  
Nine Months
Ended
August 31, 2017
  
Nine Months
Ended
August 31, 2016
  
Change Between
Nine Month
Periods Ended
August 31, 2017 and
August 31, 2016
 
             
Accounting and legal $14,056  $14,035  $21 
Consulting fees  -   21,277   (21,277)
Transfer agent and filing fees  7,871   5,674   2,197 
General and administrative  505   156   349 
Interest/Other income (expense)  18,743   8,729   10,014 
Net loss $41,175  $49,871  $8,696 
2021

Revenue

We have not earned any revenues since our inception, and we do not anticipate earning revenues in the upcoming quarter.

Net income (loss)

We had a net income of $52,810 for the three-month period ended May 31, 2022 which was $248,061 higher than the net loss of $195,251 for the three-month period ended May 31, 2021. The change in our net loss over the two periods are primarily a result of an approximate $149,000 income from our sale of 4,375,000 shares of our TM PLC investment, an approximate $25,000 decrease in consulting fees primarily from the lower common stock compensation, an approximate $58,000 decrease in exploration fees as we sold our mining claims in the fourth quarter of fiscal 2021 and an approximate $31,000 gain in foreign exchange adjustments, offset by an approximate $2,000 increase in professional fees and an approximate $13,000 increase in interest expense from our notes payable.

For the six months ended May 31, 2022 Compared to the six months ended May 31, 2021

Revenue

We have not earned any revenues since our inception, and we do not anticipate earning revenues in the upcoming quarter.

Net income (loss)

We had a net loss of $171,173 for the six-month period ended May 31, 2022 which was $206,122 lower than the net loss of $377,295 for the six-month period ended May 31, 2021. The change in our net loss over the two periods are primarily a result of an approximate $149,000 income from our sale of 4,375,000 shares of our TM PLC investment less an approximate $133,000 increase in loss from our equity method investment, an approximate $60,000 decrease in consulting fees primarily from the lower common stock compensation, an approximate $89,000 decrease in exploration fees as we sold our mining claims in the fourth quarter of fiscal 2021, an approximate $32,000 gain in foreign exchange adjustments, an approximate $2,000 decrease in interest expense from our notes payable and an approximate $7,000 decrease in general administrative expenses.

Liquidity and Capital Resources

Our balance sheet as of AugustMay 31, 2017 reflects current assets of $884.  We2022 had cash in the amount of $884$87,593 and a working capital deficit in the amount of $542,342 as of August 31, 2017.$1,699,830. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

11


Working Capital
  
At
August 31, 2017
  
At
November 30, 2016
 
         
Current assets $884  $592 
Current liabilities  543,226   501,759 
Working capital $(542,342) $(501,167)

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

  Nine Months Ended 
  August 31, 2017  August 31, 2016 
         
Net cash (used in) operating activities $(25,708) $(27,019)
Net cash provided by (used in) financing activities  26,000   29,000 
Net (decrease) in cash during period $292  $1,981 

Operating Activities

Net cash used in operating activities during the ninesix months ended AugustMay 31, 20172022 was $25,708,$219,490, a decrease of $1,311$79,233 increase from the $27,019$140,257 net cash outflow during the ninesix months ended AugustMay 31, 2016.

2021, primarily a result of the Company’s paying amounts due our CEO.

Investing Activities

Our company had no

Net cash was provided by investing activities duringfor the ninesix months ended AugustMay 31, 2017 and August 31, 2016.

2022 consisting of $148,631 from our sale of 4,375,000 shares of our TM PLC common stock investment.

Financing Activities

Cash used inprovided by financing activities during the ninesix months ended AugustMay 31, 20172022 was $26,000 as compared to $29,000$131,798, a $9,094 increase from $122,704 in cash provided by financing activities during the ninesix months ended AugustMay 31, 2016.

2021 from related party promissory notes payable and a note payable less repayment of accrued interest on a note payable.

We estimate that our operating expenses and working capital requirements for the next 12 months ended May 31, 2023 to be as follows:

Estimated Net Expenditures During The Next Twelve Months

General and administrative expenses $14,000 
Professional fees  10,000 
Total $24,000 
To date

Expense

 

Cost

 

 

 

 

 

General and administrative expenses

 

$25,000

 

Management and administrative costs

 

$180,000

 

Legal Fees

 

$10,000

 

Auditor Fees

 

$25,000

 

Total

 

$240,000

 

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Table of Contents

Of the $240,000 that we require for the next 12 months, we had $87,593 in cash as of May 31, 2022 and a working capital deficit of $1,699,830. In order to improve our liquidity, we plan to pursue additional equity or debt financing from private investors or possibly a registered public offering. We do not currently have reliedany definitive arrangements in place for the completion of any further financings and there is no assurance that we will be successful in completing any further financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on proceeds from the sale of our sharesbusiness activities and administrative expenses in order to sustain our basic, minimum operating expenses; however, we cannot guaranteebe within the amount of capital resources that we will secure any further sales of our shares.  We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be approximately $2,000 per month.   Dueare available to our current cash position of approximately $884 as of August 31, 2017, we estimate that we do not have sufficient cash to sustain our basic operations for the next twelve months.

us.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

12


Future Financings

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Please refer to Note 2 - Summary of Significant Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally acceptedPolicies in the United States of America ("GAAP" accounting). Our company has adopted a November 30 fiscal year end.
Cash and Cash Equivalents
Our company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 2017 and August 31, 2016, respectively, we had $884 and $592 of unrestricted cash to be used for future business operations.
Our company's bank accounts are deposited in insured institutions.  The funds are insured up to $250,000.   At times, our company's bank deposits may exceed the insured amount.  Management believes that it has little risk relatedaccompanying Notes to the excess deposits.
Concentrations of Credit Risk
Our company maintains our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Our company continually monitors our banking relationships and consequently has not experienced any losses in such accounts. Our company believes we are not exposed to any significant credit risk on cash and cash equivalents.
Stock-based Compensation
Our company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.
Our company follows ASC Topic 505-50, formerly EITF 96-18, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services," for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to our company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.
13


Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is our company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2017, there have been no interest or penalties incurred on income taxes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Our company is in the exploration stage and has yet to realize revenues from operations. Once our company has commenced operations, we will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by our customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing our company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
Office Lease
Our principal office is located at 1031 Railroad St., Ste 102B, Elko, NV USA and is provided to us at no cost.
Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principleprincipal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principleprincipal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

14


Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide

We incorporate by reference the information required by this Item.

risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 30, 2021 as filed with the SEC on March 16, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

On August 1, 2018, the Company granted 1,000,000 unregistered common shares, at $0.04 per share, valued at $40,000, to the Company’s president pursuant to a consulting agreement for annual share compensation. The Shares were issued to the Company’s president on March 18, 2021.

On February 1, 2019, the Company granted 250,000 at $0.147 per share, valued at $36,750, unregistered common shares pursuant to a consulting agreement for the former Company’s Chief Operating Officer (COO). As of January 12, 2023, the shares have not been issued to the former COO.

On April 1, 2019, the Company granted 163,132 at $0.1226 per share, valued at $20,000, unregistered common shares as per an option agreement to explore and evaluate the battery materials in South Dakota. See Note 5. As of January 12, 2023, the shares have not been issued to the individual.

On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or .0998 per share. As of January 12, 2023, the consultant has earned an aggregate of 546,224 shares valued at $15,932 or $0.0292 per share. As of January 12, 2023, the shares have not been issued to the consultant.

On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. The Shares were issued to the Company’s president on March 18, 2021.

On August 1, 2019, the Company granted 250,000 at $0.0975 per share, valued at $24,375, unregistered common shares for services to the Company for the former Company’s Chief Operating Officer (COO). As of January 12, 2023, the shares have not been issued to the Company’s former COO. 

On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.

On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.

On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. The shares were issued on May 21, 2021 to the Company’s president.

On January 11, 2021, the Company issued a stock subscription for 176,966 unregistered shares of the Company’s common stock to pay a past due balance from one of the Company’s vendors. The shares were valued at $5,309 or $0.03 per share. The shares were issued to the vendor on April 19, 2021.

On May 21, 2021, the Company awarded 1,750,000 unregistered common shares, at $0.0231 per share, valued at $45,425, to the Company’s former COO as a bonus for services to the Company. The shares were issued on May 21, 2021 to the Company’s former COO.

On August 4, 2021, the Company issued 500,000 unregistered shares of the Company’s common stock to the Company’s former COO as a bonus for services to the Company. The shares were valued at $10,000 or $0.02 per share.

On August 4, 2021, the Company issued 5,000,000 unregistered shares of the Company’s common stock to the Company’s CEO for services to the Company. The shares were valued at $100,000 or $0.02 per share.

On August 4, 2021, the Company issued 11,079,939 shares of the Company’s common stock to convert $332,398 of principal and interest or $0.03 per share to fully satisfy a convertible promissory note dated August 14, 2019.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 11, 2017, our Company accepted the resignation of KLJ & Associates, LLP as the Company’s independent registered public accounting firm.
The reports of KLJ & Associates, LLP on our financial statements as of and for the fiscal years ended November 30, 2016 and 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our ability to continue as a going concern.
During the fiscal years ended November 30, 2016 and 2015 and through August 11, 2017, there have been no disagreements with KLJ & Associates, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KLJ & Associates, LLP would have caused them to make reference thereto in connection with their report on the financial statements for such years.
On August 11, 2017 the Company engaged Michael Gillespie & Associates PLLC as its new independent registered public accounting firm.
15


Item 6. Exhibits

None.

Exhibit
Number
Description
 
(3)19

Table of Contents

Item 6. Exhibits

Exhibit

Number

Description

(3)

(i) Articles of Incorporation; (ii) By-laws

3.1

Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).

3.2

By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)

3.3

Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).

3.4

Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).

3.5

Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).

(10)

3.6

Material Contracts
10.1Property Option Agreement between our company and All American Resources LLC with respect to the Mountain City claim dated November 26, 2010

Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010)June 25, 2018).

10.2

(10)

Property Option Agreement between our company and All American Resources LLC with respect to the Eagan Canyon claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).

Material Contracts

10.3

10.1

Property Option Agreement between our company and All American Resources LLC with respect to the Muncy Creek claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
10.4Mining Lease and Option to Purchase Agreement between our company, Pyramid Lake LLC and Anthony A. Longo dated April 15, 2011 (Incorporated by reference to our Current Report filed on Form 8-K on May 17, 2011).
10.5License and Assignment Agreement between Thomas J. Menning and our company dated September 16, 2011(incorporated by reference to our Current Report filed on Form 8-K on October 14, 2011).
10.6

2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).

10.8

10.2

Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).

10.9

10.3

$7,000 Convertible Promissory Note dated October 15, 2015 issued to Consorcio Empresarial Vesubio SA (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).

(31)

10.4

Rule 13a-14(a) / 15d-14(a) Certifications

Assignment Agreement dated effective August 7, 2018 between Oriental Rainbow Group Ltd. and Century Cobalt Corp. (incorporated by reference to our Current Report filed on Form 8-K on August 14, 2018).

31.1*

10.5

Consulting Agreement with Alexander Stanbury, dated September 14, 2018. (Incorporated by reference to Exhibit 10.10 to our Quarterly Report filed on Form 10-Q on October 22, 2018).

10.6

Consulting Agreement with Lester Kemp, dated September 11, 2018. (Incorporated by reference to Exhibit 10.11 to our Quarterly Report filed on Form 10-Q on October 22, 2018).

10.7

On September 14, 2019, the Company entered a consulting agreement with Mathew McGahan for Business Development including other management advisory services (incorporated to our Annual Report filed on Form 10-K/A on May 11, 2021).

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

(32)

Section 1350 Certifications

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

101*

Interactive Data File

101.INS
 101.SCH
 101.CAL
101.DEF
 101.LAB

101.PRE

Inline XBRL Instance Document

(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Document.

101.LAB

Inline XBRL Taxonomy Extension LabelLabels Linkbase Document

Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith

16


herewith.

20

Table of Contents

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.

CENTURY COBALT CORP.

FIRST AMERICAN SILVER CORP.

(Registrant)

(Registrant)

Dated: January 13, 2023

By:

/s/ Alexander Stanbury

Dated:  October 13, 2017

Alexander Stanbury

Brian Goss

President, Chief Executive Officer,

Treasurer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

21


17