Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2019 | Oct. 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Century Cobalt Corp. | |
Entity Central Index Key | 0001456802 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Amendment | |
Current Fiscal Year End Date | --11-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Aug. 31, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 77,248,120 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
Current assets: | ||
Cash | $ 48,020 | $ 1,172 |
Prepaid expenses | 17,890 | 10,787 |
Total current assets | 65,910 | 11,959 |
Other assets | ||
Resource property | 380,910 | 248,000 |
Total other assets | 380,910 | 248,000 |
Total Assets | 446,820 | 259,959 |
Current liabilities: | ||
Accounts payable | 163,202 | 81,280 |
Accounts payable - related parties | 62,689 | 27,870 |
Accrued interest | 28,138 | 3,415 |
Accrued interest - related parties | 31,184 | 71,231 |
Due to related parties | 68,923 | 95,640 |
Notes payable - current portion | 41,700 | 10,000 |
Notes payable to related parties - current portion | 195,000 | 467,866 |
Total current liabilities | 590,836 | 757,302 |
Long term liabilities: | ||
Notes payable | 132,875 | 114,575 |
Notes payable to related parties | 72,500 | 20,500 |
Convertible note, net of discount of $11,200 and $-0- at August 30, 2019 and November 30, 2018, respectively | 178,825 | |
Total long term liabilities | 384,200 | 135,075 |
Total liabilities | 975,036 | 892,377 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of August 31, 2019 and November 30, 2018 | ||
Common stock, $0.001 par value, 3,500,000,000 shares authorized, 77,248,120 and 74,142,211 issued and outstanding as of August 31, 2019 and November 30, 2018, respectively | 77,248 | 74,142 |
Additional paid-in capital | 2,181,754 | 1,815,625 |
Common stock payable | 157,128 | 55,120 |
Accumulated deficit | (2,944,000) | (2,577,305) |
Total stockholders' equity (deficit) | (528,216) | (632,418) |
Total Liabilities and Stockholders' equity (deficit) | $ 446,820 | $ 259,959 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Convertible note, net of discount | $ 11,200 | $ 0 |
Stockholders' equity (deficit) | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued | 77,248,120 | 74,142,211 |
Common stock, shares outstanding | 77,248,120 | 74,142,211 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Operating expenses | ||||
Accounting and legal | $ 4,255 | $ 21,222 | $ 32,941 | $ 40,133 |
Transfer agent and filing fees | 6,866 | 5,196 | 17,147 | 10,730 |
Consulting | 115,025 | 309,488 | 186,513 | 343,943 |
Exploration | 9,842 | 32,923 | 9,842 | |
General and administrative | 19,758 | 35,886 | 62,604 | 51,297 |
Total operating expenses | 145,904 | 381,634 | 332,128 | 455,945 |
Net operating income (loss) | (145,904) | (381,634) | (332,128) | (455,945) |
Other income (expense): | ||||
Interest expense | (24,759) | (11,954) | (49,164) | (25,144) |
Debt forgiveness | 14,251 | 100,000 | ||
Total Other income (expense) | (24,759) | (11,954) | (34,913) | 74,856 |
Net income (loss) | $ (170,663) | $ (393,588) | $ (367,041) | $ (381,089) |
Basic and diluted income (loss) per share | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 77,248,120 | 63,490,037 | 76,806,038 | 63,092,941 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - (UNAUDITED) - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Accumulated Deficit [Member] | During Development Stage [Member] |
Balance, shares at Nov. 30, 2017 | 62,892,211 | ||||||
Balance, amount at Nov. 30, 2017 | $ (515,981) | $ 62,892 | $ 1,206,875 | $ 15,120 | $ (1,800,868) | ||
Net loss | (381,089) | $ (381,089) | |||||
Shares issued for mineral properties, Shares | 2,500,000 | ||||||
Shares issued for mineral properties, Amount | 100,000 | $ 2,500 | $ 97,500 | ||||
Common Stock to be issued | $ 290,000 | $ 290,000 | |||||
Balance, shares at May. 31, 2018 | 62,892,211 | ||||||
Balance, amount at May. 31, 2018 | $ (503,482) | $ 62,892 | $ 1,206,875 | $ 15,120 | $ (1,788,369) | ||
Net loss | (393,588) | $ (393,588) | |||||
Shares issued for mineral properties, Shares | 2,500,000 | ||||||
Shares issued for mineral properties, Amount | 100,000 | $ 2,500 | $ 97,500 | ||||
Common Stock to be issued | $ 290,000 | $ 290,000 | |||||
Balance, shares at Aug. 31, 2018 | 65,392,211 | ||||||
Balance, amount at Aug. 31, 2018 | $ 507,070 | $ 65,392 | $ 1,304,375 | $ 305,120 | $ (2,181,957) | ||
Balance, shares at Nov. 30, 2018 | 74,142,211 | ||||||
Balance, amount at Nov. 30, 2018 | $ (632,418) | $ 74,142 | $ 1,815,625 | $ 55,120 | $ (2,577,305) | ||
Net loss | (367,041) | $ (367,041) | |||||
Shares issued for services, Shares | 3,105,909 | ||||||
Shares payable for services | 102,008 | $ 102,008 | |||||
Shares issued for services, Amount | 356,581 | 3,106 | 353,475 | ||||
Discount on shares issued for notes payable | $ 12,654 | $ 12,654 | |||||
Balance, shares at May. 31, 2019 | 77,248,120 | ||||||
Balance, amount at May. 31, 2019 | $ (448,186) | $ 77,248 | $ 2,163,128 | $ 85,120 | $ (2,773,682) | ||
Net loss | (170,664) | $ (170,664) | |||||
Shares payable for services | 72,008 | $ 72,008 | |||||
Shares issued for services, Amount | 5,972 | 5,972 | |||||
Discount on shares issued for notes payable | $ 12,654 | $ 12,654 | |||||
Balance, shares at Aug. 31, 2019 | 77,248,120 | ||||||
Balance, amount at Aug. 31, 2019 | $ (528,216) | $ 77,248 | $ 2,181,754 | $ 157,128 | $ (2,944,346) |
STATEMENTS OF CASH FLOW (UNAUDI
STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 9 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ (367,041) | $ (381,089) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write off reclamation bond | 591 | |
Stock based compensation | 113,086 | 250,000 |
Debt discount interest | 1,454 | |
Forgiveness of debt | (14,251) | (100,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (3,251) | (15,071) |
Accounts payable | 55,206 | 63,270 |
Accounts payable expenses - related parties | 34,819 | 33,290 |
Accrued expenses | 24,723 | 24,258 |
Accrued expenses - related parties | 22,987 | 886 |
Due to related parties | 51,789 | |
Net cash used in operating activities | (132,267) | (72,076) |
Cash flows from investing activities: | ||
Acquisition of resource properties | (132,910) | (108,000) |
Net cash used in investing activities | (132,910) | (108,000) |
Cash flows from financing activities | ||
Proceeds from notes payable - current portion | 41,700 | |
Proceeds from notes payable to related parties - current portion | 20,000 | 138,000 |
Proceeds from notes payable - long term portion | 50,000 | |
Proceeds from notes payable to related parties - long term portion | 52,000 | |
Proceeds from convertible notes payable - long term portion | 190,025 | |
Net cash provided by financing activities | 312,025 | 179,700 |
Net increase (decrease) in cash | 46,848 | (376) |
Cash - beginning of the year | 1,172 | 541 |
Cash - end of the year | 48,020 | 165 |
Supplemental disclosures: | ||
Interest paid | ||
Income taxes | ||
Non-cash transactions: | ||
Stock Compensation | $ 113,086 | $ 250,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Aug. 31, 2019 | |
NATURE OF OPERATIONS | |
NOTE 1 - NATURE OF OPERATIONS | Century Cobalt Corp. (formerly First American Silver Corp.) was incorporated in the state of Nevada on April 29, 2008. 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Aug. 31, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - 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 the statements of income, cash flows and shareholders’ equity, (2) label the financial statements 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 December 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 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 Company’s unaudited condensed consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business, and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. The results for the nine-months ended August 31, 2019 are not necessarily indicative of the results of operations for the full year. These unaudited financial statements and related footnotes should be read in conjunction with the amended consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended November 30, 2018 filed with the Securities and Exchange Commission on May 30, 2019. These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Emperium 1 Holdings Corp. Emperium 1 Holdings Corp. was incorporated as a wholly owned subsidiary on October 8, 2018 by the Company through the issuance of 100 common shares at $0.01 per share for proceeds of $1. As Emperium 1 Holdings Corp. is a holding company and, as such, has no accounts or activity. The Company owns 100% of the issued and outstanding shares of Emperium 1 Holdings Corp. 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 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 August 31, 2019 and November 30, 2018, respectively, the Company had $48,020 and $1,172 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 share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. After December 15, 2018, the scope of Topic 718, Compensation—Stock Compensation, was expanded to include share-based payments issued to 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 $80,319 and $-0- for the three months ended August 31, 2019 and 2018, respectively, and $113,086 and $-0- for the nine months ended August 31, 2019 and 2018, respectively 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, 2019, 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 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. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. 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 guarantee the Company's title. Such properties may be subject to prior agreements or 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 of $5,000 and a useful life of over 2 years 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. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2019 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | The accompanying financial statements have been prepared assuming that 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 $2,944,000 as of August 31, 2019. Management continues to seek funding from its shareholders and other qualified investors. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Aug. 31, 2019 | |
PREPAID EXPENSES | |
NOTE 4 - PREPAID EXPENSES | Prepaid expenses include stock-based compensation paid to a consultant for future services and the OTCBB for prepaid listing fees. Prepaid expenses are as follows: August 31, 2019 November 30, 2018 Consulting $ 12,473 $ 8,620 Listing Fees 5,417 2,167 Total $ 17,890 $ 10,787 |
RESOURCE PROPERTY
RESOURCE PROPERTY | 9 Months Ended |
Aug. 31, 2019 | |
RESOURCE PROPERTY | |
NOTE 5 - RESOURCE PROPERTY | On August 7, 2018, the Company entered 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, subject to certain subsequent payments and conditions. The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims by issuing a further 500,000 common shares valued at $20,000 to Plateau Ventures LLC. Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres. Oriental Rainbow has assigned its interest in the property to the Company in consideration for 2,500,000 restricted shares (issued) of common stock valued at $100,000 (the “Consideration Shares”). The Company has 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, valued at $20,000, to Plateau upon listing on a recognized stock exchange (issued) and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasibility study on the property. The vendor retains a 1% royalty on revenue derived from the sale of cobalt concentrate and other ore extracts from the property. The Company has the option to purchase this 1% royalty at any time for $1,000,000 in cash or common shares. As of August 31, 2019 and November 30, 2018, the Company has invested $380,910 and $248,000, respectively, into the above mentioned mineral claims. These amounts are reported in the accompanying consolidated balance sheet. On April 1, 2019, the Company signed a six-month Option Agreement for sole and exclusive right and option to explore and evaluate the battery material (manganese + nickel + copper + cobalt) potential for property in the Chamberlain area of South Dakota, USA. The optionor provides the property free and clear of all liens, charges, encumbrances, claims, rights, or interest of any person subject to incurring or funding expenditures up to an aggregate of $10,000 within six months of signing this agreement. On April 1, 2019, the Company granted to the optionor 163,132 unregistered shares of the Company stock worth $20,000 or $0.1226 per shares (based on the 30-day average closing price as of April 1, 2019). At the end of the six-month period, the Company has the right to extend the option period for 3 months by issuing the optionor an additional $20,000 of unregistered shares of the Company’s common based on the 30 days average closing price on the date of the extension. At any time during the option periods, both parties agree to work towards signing a binding Exploration and Development Agreement in the event the initial exploration results on the subject properly prove encouraging. The Company may terminate the agreement with 30 days written notice to the optionor. |
FORGIVENESS OF DEBT
FORGIVENESS OF DEBT | 9 Months Ended |
Aug. 31, 2019 | |
FORGIVENESS OF DEBT | |
NOTE 6 - FORGIVENESS OF DEBT | During the year ended November 30, 2018, a creditor of the Company waived a stale balance owing by the Company in the amount of $100,000. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Aug. 31, 2019 | |
NOTES PAYABLE | |
NOTE 7 - NOTES PAYABLE | Notes payable consisted of the following at August 31, 2019: Date of Note Note Amount Interest Rate Maturity Date Collateral Interest Accrued May 1, 2016 (1) $ - 8 % May 1, 2017 (2) None $ - October 20, 2016 $ 5,000 8 % October 20, 2017 (2) None $ 1,145 January 9, 2017 $ 9,000 8 % January 9, 2018 (2) None $ 1,902 April 24, 2017 $ 10,000 8 % April 24, 2018 (2) None $ 1,883 June 19, 2017 $ 7,000 8 % June 19, 2018 (2) None $ 1,232 September 18, 2017 $ 6,000 8 % September 18, 2018 (2) None $ 936 January 5, 2018 $ 10,000 8 % January 5, 2019 (2) None $ 1,322 April 17, 2018 $ 30,000 8 % April 17, 2019 (2) None $ 3,294 July 27, 2018 $ 31,700 12 % July 27, 2019 (2)) None $ 4,169 August 15, 2018 $ 108,000 12 % August 15, 2019 (2) None $ 13,528 September 7, 2018 $ 15,000 12 % July 31, 2020 None $ 1,765 September 12, 2018 $ 20,500 12 % August 15, 2020 None $ 2,379 September 27, 2018 $ 10,000 12 % July 31, 2020 None $ 1,111 October 10, 2018 $ 42,000 12 % July 31, 2020 None $ 4,488 November 20, 2018 $ 7,905 12 % July 31, 2020 None $ 738 November 20, 2018 $ 7,970 12 % July 31, 2020 None $ 744 December 18, 2018 $ 25,000 12 % February 18, 2020 None $ 2,104 January 24, 2019 $ 42,000 12 % August 15, 2020 None $ 3,024 February 18, 2019 $ 20,000 12 % February 18, 2020 None $ 1,275 March 6, 2019 $ 10,000 12 % August 15, 2020 None $ 585 May 3, 2019 $ 25,000 12 % July 31, 2020 None $ 987 Total $ 442,075 $ 48,611 (1) On January 8, 2019, the Company agreed to convert principle and interest of $341,650 into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. In-addition, the Company recognized $14,250 income from debt forgiveness for the portion of the Promissory note accrued interest not converted to the Company’s common stock. The Company calculated the fair value of the beneficial conversion feature on the debt modification as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of modification. The fair value of the conversion provision in connection with the note on the date of modification was $-0-. (2) The Company is not compliant with the repayment terms of the notes payable. Convertible notes payable consisted of the following at August 31, 2019: On July 31, 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 September 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 three months ended August 31, 2019, the Company has drawn four installments against the loan facility for an aggregate of $190,025. 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. The unpaid balance including accrued interest was $200,735 at August 31, 2019. As of August 31, 2019, the total short-term loans - convertible amounted to $200,735 which includes $10,710 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 Notes payable and convertible notes payable transactions during the nine months ended August 31, 2019 consisted of the following: Balance, November 30, 2018 $ 612,941 Borrowings 312,025 Less repayments 292,866 Balance, August 31, 2019 $ 632,100 Repayment schedule of notes payable and convertible notes payable is as follows: Year Due Principal Interest Total 2019 $ 216,700 $ 29,410 $ 246,110 2020 415,400 29,912 445,312 Total $ 632,100 $ 59,322 $ 691,422 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 8 - RELATED PARTY TRANSACTIONS | On August 31, 2019, notes payable owing to related parties is $267,500 (November 30, 2018: $488,366) and accrued interest owing to related parties is $31,184 (November 30, 2018: $71,231). As at August 31, 2019, accounts payable and compensation owing to stockholders and officers of the Company were $62,689 (November 30, 2018: $27,870). As at August 31, 2019, the Company owed $60,823 to its President and Director (November 30, 2018: $60,823) and $ 8,100 to a Former President and Director (November 30, 2018: $34,817). On September 11, 2018, the Company signed a Consulting Agreement for the Company’s Chief Operating Officer (COO) beginning August 1, 2018 through December 31, 2020. Effective April 1, 2018, the COO is compensated £200 (approximately $250) for each day performing services to the Company (approximately one day per week). Effective August 1, 2018, the COO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $10,000 or $0.04 per share. On February 1, 2019 the CCO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $10,000 or $0.04 share. On August 1, 2019 the CCO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $24,375 or $0.0975 share. The cash compensation amounted to $7,341 and $6,240 for the three months ended August 31, 2019 and 2018, respectively, and $15,061 and $8,665 for the nine months ended August 31, 2019 and 2018, respectively. 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 $40,000 or $0.04 share. Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. The compensation amounted to $32,000 and $25,500 for the three months ended August 31, 2019 and 2018, respectively, and $83,000 and $25,500 for the nine months ended August 31, 2019 and 2018, respectively. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Aug. 31, 2019 | |
CAPITAL STOCK | |
NOTE 9 - CAPITAL STOCK | The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share. As of August 31, 2019, no rights have been assigned to the preferred shares and the rights will be established upon issuance. As at August 31, 2019, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share. On August 7, 2018, the Company issued 2,500,000 unregistered common shares at $0.04 per share, valued at $100,000, as per a property acquisition agreement. On September 10, 2018, the Company issued 500,000 at $0.04 per share, valued at $20,000, unregistered common shares as per a property acquisition agreement. On September 13, 2018, the Company issued 250,000 at $0.04 per share, valued at $10,000, unregistered common shares pursuant to a consulting agreement. On September 18, 2018, the Company issued 5,000,000 unregistered common shares, at $0.04 per share, valued at $200,000, to the Company’s president pursuant to a consulting agreement. On September 18, 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. As of August 31, 2019, the shares have not been issued to the Company’s president. On September 18, 2018, the Company exercised an option to acquire additional mineral properties through the issuance of 500,000 unregistered common shares at $0.04 per share for a total value of $20,000. On October 19, 2018, the Company issued 2,500,000 unregistered common shares at $0.108 per share, valued at $270,000, to the Company’s president pursuant to a consulting agreement. On January 8, 2019, the Company agreed to convert principle and interest of $341,650 from a Related Party Promissory Note Payable into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. On February 1, 2019, the Company granted 250,000 at $0.04 per share, valued at $10,000, unregistered common shares pursuant to a consulting agreement for the Company’s Chief Operating Officer (COO). As of August 31, 2019, the shares have not been issued to the 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 August 31, 2019, 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 August 31, 2019, the consultant has earned 30,052 shares valued at $2,643 or $0.0879 per share. As of August 31, 2019, the shares have not been issued to the consultant. On August 1, 2019, 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. As of August 31, 2019, the shares have not been issued 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 Chief Operating Officer (COO). As of August 31, 2019, the shares have not been issued to the Company’s COO. As of August 31, 2019, the Company had 77,248,120 (November 30, 2018: 74,142,211) common shares issued and outstanding. |
MATERIAL CONTRACT
MATERIAL CONTRACT | 9 Months Ended |
Aug. 31, 2019 | |
MATERIAL CONTRACT | |
NOTE 10 - MATERIAL CONTRACT | On January 9, 2019, the Company entered an agreement with a consultant to head the Company’s Advisory Board to provide essential prospective on technology and public policy developments that are shaping the cobalt markets. In addition, the consultant will provide press releases, additional messaging and focus on exploring potential relationships with major cobalt users. The agreement terminates on December 31, 2019. After December 31, 2019, the agreement automatically renews unless the Company or consultant provide 30 days written notice. The consultant is compensated with a $5,000 retainer which commences the first of the month following the completion of the Company’s next capital raise. In addition, the Company granted the consultant a three-year option to purchase 250,000 shares of the Company’s unregistered common stock at $0.10 per share. The option vested as to 100,000 shares on the grant date, vests 100,000 shares on August 9, 2019 and 50,000 on January 9, 2020. The fair value of the option was $23,891. The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value option with the following assumptions: Risk-free interest rate 2.54 % Expected life (in years) 3 Expected volatility 310.6 % Grant date fair value $ .097 On March 11, 2019, the Company signed a twelve-month lease agreement for a four-bedroom living unit. The lease starts on April 1, 2019 and ends on March 31, 2020. The monthly rental is $1,200 and an aggregate of $14,400 over the term of the lease. On April 2, 2019, the Company signed a twelve-month lease agreement for office space. The lease starts on 1 July, 2019 and ends on 30 June, 2020. The monthly rental is $730.15 and an aggregate of $8,761.80 over the term of the lease. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | The Company evaluated all events or transactions that occurred after August 31, 2019 up through October 15, 2019. During this period, the Company did not have any material recognizable subsequent events. |
RESTATEMENT
RESTATEMENT | 9 Months Ended |
Aug. 31, 2019 | |
RESTATEMENT | |
NOTE 12 - RESTATEMENT | The August 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses. The following table summarizes changes made to the August 31, 2018 balance sheet. August 31, 2018 As Reported Adjustment As Restated Balance Sheet: Current Assets $ 236,693 $ (221,457 ) $ 15,236 Resource Property 378,000 (130,000 ) 248,000 Total assets $ 614,693 $ (351,457 ) $ 263,236 Accounts payable $ 53,688 $ 10,910 $ 64,598 Accounts payable – related parties 32,635 12,740 45,375 Due to related party 97,513 (10,907 ) 86,606 Accrued interest - 886 886 Accrued interest – related party 60,282 2,993 63,275 Notes payable - 41,700 41,700 Notes payable – related party 479,566 (11,700 ) 467,866 Total liabilities 723,684 46,622 770,306 Common stock 65,392 - 65,392 Additional paid-in capital 1,429,375 (125,000 ) 1,304,375 Common stock payable 310,120 (5,000 ) 305,120 Accumulated deficit (1,913,878 ) (268,079 ) (2,181,957 ) Total Stockholders’ Equity (108,991 ) (398,079 ) (507,070 ) Total liabilities and stockholders’ equity $ 614,693 $ (351,457 ) $ 263,236 The following table summarizes changes made to the nine months ended August 31, 2018 Statement of Operations. For the nine months ended August 31, 2018 As Reported Adjustment As Restated Operating expenses $ 191,745 $264,200 $455,945 Interest expense 21,265 3,879 25,144 Forgiveness of debt (100,000 ) - (100,000 ) Net Loss $ (113,010 ) $268,079 $381,089 The May 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses. The following table summarizes changes made to the May 31, 2018 balance sheet. May 31, 2018 As Reported Adjustment As Restated Balance Sheet: Current Assets $ 5,924 $ (938 ) $ 4,986 Deposit 591 - 591 Total assets $ 6,515 $ - $ 5,577 Accounts payable $ 69,894 $ (46,844 ) $ 23,050 Accounts payable – related parties 7,085 7,425 14,510 Due to related party 38,170 11,256 49,426 Accrued interest - 320 320 Accrued interest – related party 52,497 (610 ) 51,887 Notes payable - 10,000 10,000 Notes payable – related party 339,866 20,000 359,866 Total liabilities 507,512 1,547 509,059 Common stock 62,892 - 62,892 Additional paid-in capital 1,206,875 - 1,206,875 Common stock payable 15,120 - 15,120 Accumulated deficit (1,785,884 ) (2,485 ) (1,788,369 ) Total Stockholders’ Equity (500,997 ) (2,485 ) (503,482 ) Total liabilities and stockholders’ equity $ 6,515 $ - $ 5,577 The following table summarizes changes made to the nine months ended May 31, 2018 Statement of Operations. For the nine months ended May 31, 2018 As Reported Adjustment As Restated Operating expenses $ 71,536 $ 2,775 $ 74,311 Interest expense 13,480 (290 ) 13,190 Forgiveness of debt (100,000 ) - (100,000 ) Net Income (Loss) $ 14,984 $ 2,485 $ 12,499 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2019 | |
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 the statements of income, cash flows and shareholders’ equity, (2) label the financial statements 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 December 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 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 Company’s unaudited condensed consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business, and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. The results for the nine-months ended August 31, 2019 are not necessarily indicative of the results of operations for the full year. These unaudited financial statements and related footnotes should be read in conjunction with the amended consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended November 30, 2018 filed with the Securities and Exchange Commission on May 30, 2019. These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Emperium 1 Holdings Corp. Emperium 1 Holdings Corp. was incorporated as a wholly owned subsidiary on October 8, 2018 by the Company through the issuance of 100 common shares at $0.01 per share for proceeds of $1. As Emperium 1 Holdings Corp. is a holding company and, as such, has no accounts or activity. The Company owns 100% of the issued and outstanding shares of Emperium 1 Holdings Corp. |
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 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 August 31, 2019 and November 30, 2018, respectively, the Company had $48,020 and $1,172 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 share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. After December 15, 2018, the scope of Topic 718, Compensation—Stock Compensation, was expanded to include share-based payments issued to 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 $80,319 and $-0- for the three months ended August 31, 2019 and 2018, respectively, and $113,086 and $-0- for the nine months ended August 31, 2019 and 2018, respectively. |
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, 2019, 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 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. |
Recent Accounting Pronouncements | The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. |
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 guarantee the Company's title. Such properties may be subject to prior agreements or 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 of $5,000 and a useful life of over 2 years 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. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
PREPAID EXPENSES (Tables) | |
Schedule of prepaid expenses | August 31, 2019 November 30, 2018 Consulting $ 12,473 $ 8,620 Listing Fees 5,417 2,167 Total $ 17,890 $ 10,787 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
NOTES PAYABLE (Tables) | |
Schedule of Notes payable | Date of Note Note Amount Interest Rate Maturity Date Collateral Interest Accrued May 1, 2016 (1) $ - 8 % May 1, 2017 (2) None $ - October 20, 2016 $ 5,000 8 % October 20, 2017 (2) None $ 1,145 January 9, 2017 $ 9,000 8 % January 9, 2018 (2) None $ 1,902 April 24, 2017 $ 10,000 8 % April 24, 2018 (2) None $ 1,883 June 19, 2017 $ 7,000 8 % June 19, 2018 (2) None $ 1,232 September 18, 2017 $ 6,000 8 % September 18, 2018 (2) None $ 936 January 5, 2018 $ 10,000 8 % January 5, 2019 (2) None $ 1,322 April 17, 2018 $ 30,000 8 % April 17, 2019 (2) None $ 3,294 July 27, 2018 $ 31,700 12 % July 27, 2019 (2)) None $ 4,169 August 15, 2018 $ 108,000 12 % August 15, 2019 (2) None $ 13,528 September 7, 2018 $ 15,000 12 % July 31, 2020 None $ 1,765 September 12, 2018 $ 20,500 12 % August 15, 2020 None $ 2,379 September 27, 2018 $ 10,000 12 % July 31, 2020 None $ 1,111 October 10, 2018 $ 42,000 12 % July 31, 2020 None $ 4,488 November 20, 2018 $ 7,905 12 % July 31, 2020 None $ 738 November 20, 2018 $ 7,970 12 % July 31, 2020 None $ 744 December 18, 2018 $ 25,000 12 % February 18, 2020 None $ 2,104 January 24, 2019 $ 42,000 12 % August 15, 2020 None $ 3,024 February 18, 2019 $ 20,000 12 % February 18, 2020 None $ 1,275 March 6, 2019 $ 10,000 12 % August 15, 2020 None $ 585 May 3, 2019 $ 25,000 12 % July 31, 2020 None $ 987 Total $ 442,075 $ 48,611 |
Schedule of Notes payable transactions | Balance, November 30, 2018 $ 612,941 Borrowings 312,025 Less repayments 292,866 Balance, August 31, 2019 $ 632,100 |
Schedule of repayment notes payable | Year Due Principal Interest Total 2019 $ 216,700 $ 29,410 $ 246,110 2020 415,400 29,912 445,312 Total $ 632,100 $ 59,322 $ 691,422 |
MATERIAL CONTRACT (Tables)
MATERIAL CONTRACT (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
MATERIAL CONTRACT (Tables) | |
Schedule Of Fair Value Option | Risk-free interest rate 2.54 % Expected life (in years) 3 Expected volatility 310.6 % Grant date fair value $ .097 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 6 Months Ended |
May 31, 2019 | |
RESTATEMENT (Tables) | |
Schedule of restatement financial statement | The following table summarizes changes made to the August 31, 2018 balance sheet. August 31, 2018 As Reported Adjustment As Restated Balance Sheet: Current Assets $ 236,693 $ (221,457 ) $ 15,236 Resource Property 378,000 (130,000 ) 248,000 Total assets $ 614,693 $ (351,457 ) $ 263,236 Accounts payable $ 53,688 $ 10,910 $ 64,598 Accounts payable – related parties 32,635 12,740 45,375 Due to related party 97,513 (10,907 ) 86,606 Accrued interest - 886 886 Accrued interest – related party 60,282 2,993 63,275 Notes payable - 41,700 41,700 Notes payable – related party 479,566 (11,700 ) 467,866 Total liabilities 723,684 46,622 770,306 Common stock 65,392 - 65,392 Additional paid-in capital 1,429,375 (125,000 ) 1,304,375 Common stock payable 310,120 (5,000 ) 305,120 Accumulated deficit (1,913,878 ) (268,079 ) (2,181,957 ) Total Stockholders’ Equity (108,991 ) (398,079 ) (507,070 ) Total liabilities and stockholders’ equity $ 614,693 $ (351,457 ) $ 263,236 The following table summarizes changes made to the nine months ended August 31, 2018 Statement of Operations. For the nine months ended August 31, 2018 As Reported Adjustment As Restated Operating expenses $ 191,745 $264,200 $455,945 Interest expense 21,265 3,879 25,144 Forgiveness of debt (100,000 ) - (100,000 ) Net Loss $ (113,010 ) $268,079 $381,089 The May 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses. The following table summarizes changes made to the May 31, 2018 balance sheet. May 31, 2018 As Reported Adjustment As Restated Balance Sheet: Current Assets $ 5,924 $ (938 ) $ 4,986 Deposit 591 - 591 Total assets $ 6,515 $ - $ 5,577 Accounts payable $ 69,894 $ (46,844 ) $ 23,050 Accounts payable – related parties 7,085 7,425 14,510 Due to related party 38,170 11,256 49,426 Accrued interest - 320 320 Accrued interest – related party 52,497 (610 ) 51,887 Notes payable - 10,000 10,000 Notes payable – related party 339,866 20,000 359,866 Total liabilities 507,512 1,547 509,059 Common stock 62,892 - 62,892 Additional paid-in capital 1,206,875 - 1,206,875 Common stock payable 15,120 - 15,120 Accumulated deficit (1,785,884 ) (2,485 ) (1,788,369 ) Total Stockholders’ Equity (500,997 ) (2,485 ) (503,482 ) Total liabilities and stockholders’ equity $ 6,515 $ - $ 5,577 The following table summarizes changes made to the nine months ended May 31, 2018 Statement of Operations. For the nine months ended May 31, 2018 As Reported Adjustment As Restated Operating expenses $ 71,536 $ 2,775 $ 74,311 Interest expense 13,480 (290 ) 13,190 Forgiveness of debt (100,000 ) - (100,000 ) Net Income (Loss) $ 14,984 $ 2,485 $ 12,499 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 9 Months Ended |
Aug. 31, 2019 | |
NATURE OF OPERATIONS (Details Narrative) | |
State of Incorporation | Nevada |
Date of Incorporation | Apr. 29, 2008 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2018 | Sep. 13, 2018 | Sep. 10, 2018 | Aug. 07, 2018 | |
Unrestricted cash | $ 48,020 | $ 165 | $ 48,020 | $ 165 | $ 1,172 | |||
FDIC insured amount | 250,000 | 250,000 | ||||||
Stock based compensation | $ 80,319 | $ 0 | $ 113,086 | $ 250,000 | ||||
Capitalization description | Only assets with a cost of $5,000 and a useful life of over 2 years are capitalized. All other costs are expensed in the period incurred. | |||||||
Price per share | $ 0.04 | $ 0.04 | $ 0.04 | |||||
Emperium 1 Holdings [Member] | ||||||||
Issuance of common stock | 100 | |||||||
Price per share | $ 0.01 | $ 0.01 | ||||||
Proceeds from issuance of common stock | $ 1 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Aug. 31, 2019 | May 31, 2019 | Nov. 30, 2018 |
GOING CONCERN (Details Narrative) | |||
Accumulated deficit | $ (2,944,000) | $ (2,773,682) | $ (2,577,305) |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
PREPAID EXPENSES (Details) | ||
Consulting | $ 12,473 | $ 8,620 |
Listing Fees | 5,417 | 2,167 |
Total | $ 17,890 | $ 10,787 |
RESOURCE PROPERTY (Details Narr
RESOURCE PROPERTY (Details Narrative) - USD ($) | Aug. 07, 2018 | Sep. 04, 2017 | Aug. 31, 2019 | Nov. 30, 2018 |
Consideration Shares | 2,500,000 | |||
Consideration Shares, value | $ 100,000 | |||
Six-month Option Agreement [Member] | April 1, 2019 [Member] | ||||
Description for the charges payble by the optionor under agreement | The optionor provides the property free and clear of all liens, charges, encumbrances, claims, rights, or interest of any person subject to incurring or funding expenditures up to an aggregate of $10,000 within six months of signing this agreement | |||
Number of unregistered shares granted to optionor | 163,132 | |||
Number of unregistered shares granted to optionor, value | $ 20,000 | |||
Share price of unregistered shares granted to optionor | $ 0.1226 | |||
Unregistered shares issuable to optionor upon extension of agreement | $ 20,000 | |||
Terms for the extension of agreement | At the end of the six-month period, the Company has the right to extend the option period for 3 months by issuing the optionor an additional $20,000 of unregistered shares of the Company’s common based on the 30 days average closing price on the date of the extension | |||
Description for the termination of ageement | The Company may terminate the agreement with 30 days written notice to the optionor | |||
Oriental Rainbow [Member] | Restricted Stock [Member] | ||||
Consideration Shares | 2,500,000 | |||
Consideration Shares, value | $ 100,000 | |||
Investment in mineral claims | $ 380,910 | $ 248,000 | ||
Oriental Rainbow and Plateau Ventures LLC [Member] | ||||
Purchase agreement description | 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, subject to certain subsequent payments and conditions. The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims. by issuing a further 500,000 common shares valued at $20,000 to Plateau Ventures LLC. Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres. | |||
Plateau [Member] | Restricted Stock [Member] | ||||
Common stock issuable | 500,000 | |||
Common stock issuable, value | $ 20,000 | |||
Contigency payables | $ 1,000,000 | |||
Royalty description | The vendor retains a 1% royalty on revenue derived from the sale of cobalt concentrate and other ore extracts from the property. The Company has the option to purchase this 1% royalty at any time for $1,000,000 in cash or common shares. |
FORGIVENESS OF DEBT (Details Na
FORGIVENESS OF DEBT (Details Narrative) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
FORGIVENESS OF DEBT (Details Narrative) | |
Forgiveness of debt | $ 100,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 9 Months Ended |
Aug. 31, 2019USD ($) | |
Note Amount | $ 442,075 |
Interest accured | 48,611 |
May 3, 2019 [Member] | |
Note Amount | 25,000 |
Interest accured | $ 987 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
March 6, 2019 [Member] | |
Note Amount | $ 10,000 |
Interest accured | $ 585 |
Interest Rate | 12.00% |
Maturity Date | Aug. 15, 2020 |
Collateral | None |
February 18, 2019 [Member] | |
Note Amount | $ 20,000 |
Interest accured | $ 1,275 |
Interest Rate | 12.00% |
Maturity Date | Feb. 18, 2020 |
Collateral | None |
January 24, 2019 [Member] | |
Note Amount | $ 42,000 |
Interest accured | $ 3,024 |
Interest Rate | 12.00% |
Maturity Date | Aug. 15, 2020 |
Collateral | None |
December 18, 2018 [Member] | |
Note Amount | $ 25,000 |
Interest accured | $ 2,104 |
Interest Rate | 12.00% |
Maturity Date | Feb. 18, 2020 |
Collateral | None |
November 20, 2018 One [Member] | |
Note Amount | $ 7,970 |
Interest accured | $ 744 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
November 20, 2018 [Member] | |
Note Amount | $ 7,905 |
Interest accured | $ 738 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
October 10, 2018 [Member] | |
Note Amount | $ 42,000 |
Interest accured | $ 4,488 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
September 27, 2018 [Member] | |
Note Amount | $ 10,000 |
Interest accured | $ 1,111 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
September 12, 2018 [Member] | |
Note Amount | $ 20,500 |
Interest accured | $ 2,379 |
Interest Rate | 12.00% |
Maturity Date | Aug. 15, 2020 |
Collateral | None |
September 7, 2018 [Member] | |
Note Amount | $ 15,000 |
Interest accured | $ 1,765 |
Interest Rate | 12.00% |
Maturity Date | Jul. 31, 2020 |
Collateral | None |
August 15, 2018 [Member] | |
Note Amount | $ 108,000 |
Interest accured | $ 13,528 |
Interest Rate | 12.00% |
Maturity Date | Aug. 15, 2019 |
Collateral | None |
July 27, 2018 [Member] | |
Note Amount | $ 31,700 |
Interest accured | $ 4,169 |
Interest Rate | 12.00% |
Maturity Date | Jul. 27, 2019 |
Collateral | None |
April 17, 2018 [Member] | |
Note Amount | $ 30,000 |
Interest accured | $ 3,294 |
Interest Rate | 8.00% |
Maturity Date | Apr. 17, 2019 |
Collateral | None |
January 5, 2018 [Member] | |
Note Amount | $ 10,000 |
Interest accured | $ 1,322 |
Interest Rate | 8.00% |
Maturity Date | Jan. 5, 2019 |
Collateral | None |
September 18, 2017 [Member] | |
Note Amount | $ 6,000 |
Interest accured | $ 936 |
Interest Rate | 8.00% |
Maturity Date | Sep. 18, 2018 |
Collateral | None |
June 19, 2017 [Member] | |
Note Amount | $ 7,000 |
Interest accured | $ 1,232 |
Interest Rate | 8.00% |
Maturity Date | Jun. 19, 2018 |
Collateral | None |
April 24, 2017 [Member] | |
Note Amount | $ 10,000 |
Interest accured | $ 1,883 |
Interest Rate | 8.00% |
Maturity Date | Apr. 24, 2018 |
Collateral | None |
January 9, 2017 [Member] | |
Note Amount | $ 9,000 |
Interest accured | $ 1,902 |
Interest Rate | 8.00% |
Maturity Date | Jan. 9, 2018 |
Collateral | None |
October 20, 2016 [Member] | |
Note Amount | $ 5,000 |
Interest accured | $ 1,145 |
Interest Rate | 8.00% |
Maturity Date | Oct. 20, 2017 |
Collateral | None |
May 1, 2016 [Member] | |
Note Amount | |
Interest accured | |
Interest Rate | 8.00% |
Maturity Date | May 1, 2017 |
Collateral | None |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | 9 Months Ended |
Aug. 31, 2019USD ($) | |
NOTES PAYABLE (Details 1) | |
Balance, November 30, 2018 | $ 612,941 |
Borrowings | 312,025 |
Less repayments | 292,866 |
Balance, August 31, 2019 | $ 632,100 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | 9 Months Ended |
Aug. 31, 2019USD ($) | |
Repayment of principal | $ 632,100 |
Repayment of interest | 59,322 |
Total repayment of debt | 691,422 |
2019 [Member] | |
Repayment of principal | 216,700 |
Repayment of interest | 29,410 |
Total repayment of debt | 246,110 |
2020 [Member] | |
Repayment of principal | 415,400 |
Repayment of interest | 29,912 |
Total repayment of debt | $ 445,312 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Jul. 31, 2019 | Aug. 31, 2019 | |
Discount on shares issued for notes payable | $ 12,654 | |
Unpaid balance including accrued interest | 200,735 | |
Debt discount interest | 1,454 | |
Total short-term loans | $ 200,735 | |
Convertible unsecured term loan facility [Member] | ||
Convertible unsecured term loan facility | $ 253,900 | |
Convertible unsecured term loan facility [Member] | Promissory note [Member] | ||
Maturity date | Sep. 30, 2020 | |
Interest Rate | 10.00% | |
Conversion price | $ 0.08 | |
Debt default, interest rate | 5.00% | |
Description for the ability to withdraw funds | The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 11, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 | Nov. 30, 2018 |
Notes payable to related party | $ 267,500 | $ 267,500 | $ 488,366 | ||||
Accrued interest to related party | 31,184 | 31,184 | 71,231 | ||||
Accounts payable to stockholder | 62,689 | 62,689 | $ 63,790 | 27,870 | |||
Due to related parties | $ 68,923 | 95,640 | |||||
President and Director [Member] | |||||||
Due to related parties | 60,823 | 60,823 | $ 60,823 | ||||
President [Member] | Consulting agreement [Member] | |||||||
Officers compensation | $ 32,000 | $ 25,000 | $ 83,000 | $ 25,500 | |||
President [Member] | Consulting agreement [Member] | June 1, 2018 [Member] | |||||||
Frequency of periodic payments | Monthly | ||||||
Officers compensation | $ 102,000 | ||||||
Periodic compensation payable to related party | $ 8,500 | $ 8,500 | |||||
President [Member] | Consulting agreement [Member] | August 1, 2018 One [Member] | |||||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||||
Number of unregistered shares granted to optionor, value | $ 40,000 | ||||||
Share price of unregistered shares granted to optionor | $ 0.04 | ||||||
President [Member] | Consulting agreement [Member] | August 1, 2019 [Member] | |||||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||||
Number of unregistered shares granted to optionor, value | $ 40,000 | ||||||
Share price of unregistered shares granted to optionor | $ 0.04 | ||||||
Description of incrimental compensation | Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. | ||||||
COO[Member] | Consulting agreement [Member] | |||||||
Officers compensation | 7,341 | $ 15,061 | $ 8,665 | ||||
Term of agreement | beginning August 1, 2018 through December 31, 2020 | ||||||
COO[Member] | Consulting agreement [Member] | April 1, 2018 [Member] | |||||||
Frequency of periodic payments | Daily | ||||||
Periodic compensation payable to related party | $ 250 | $ 250 | |||||
COO[Member] | Consulting agreement [Member] | August 1, 2019 [Member] | |||||||
Number of unregistered shares granted to optionor | 250,000 | ||||||
Number of unregistered shares granted to optionor, value | $ 24,375 | ||||||
Share price of unregistered shares granted to optionor | $ 0.0975 | ||||||
COO[Member] | Consulting agreement [Member] | August 1, 2019 [Member] | |||||||
Number of unregistered shares granted to optionor | 250,000 | ||||||
Number of unregistered shares granted to optionor, value | $ 24,375 | ||||||
Share price of unregistered shares granted to optionor | $ 0.0975 | ||||||
COO[Member] | Consulting agreement [Member] | February 1, 2019 [Member] | |||||||
Number of unregistered shares granted to optionor | 250,000 | ||||||
Number of unregistered shares granted to optionor, value | $ 10,000 | ||||||
Share price of unregistered shares granted to optionor | $ 0.04 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Aug. 07, 2018 | Aug. 31, 2019 | Nov. 30, 2018 | Jun. 05, 2019 | May 31, 2019 | Jan. 08, 2019 | Oct. 19, 2018 | Sep. 18, 2018 | Sep. 13, 2018 | Sep. 10, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | ||||||||
Common stock, shares outstanding | 77,248,120 | 74,142,211 | ||||||||
Consideration Shares | 2,500,000 | |||||||||
Price per share | $ 0.04 | $ 0.04 | $ 0.04 | |||||||
Consideration Shares, value | $ 100,000 | |||||||||
Common stock, shares issued | 77,248,120 | 74,142,211 | 250,000 | 500,000 | ||||||
Common stock, value | $ 77,248 | $ 74,142 | $ 77,248 | $ 10,000 | $ 20,000 | |||||
Acquisition of mineral properties [Member] | ||||||||||
Price per share | $ 0.04 | |||||||||
Common stock, shares issued | 500,000 | |||||||||
Common stock, value | $ 20,000 | |||||||||
President [Member] | ||||||||||
Price per share | $ 0.108 | $ 0.04 | ||||||||
Common stock, shares issued | 2,500,000 | 500,000 | ||||||||
Common stock, value | $ 270,000 | $ 20,000 | ||||||||
Convertible debt amount to be converted | $ 341,650 | |||||||||
Shares to be issued upon conversion of debt | 3,105,909 | |||||||||
Conversion price | $ 0.11 | |||||||||
Six-month Option Agreement [Member] | April 1, 2019 [Member] | ||||||||||
Number of unregistered shares granted to optionor | 163,132 | |||||||||
Share price of unregistered shares granted to optionor | $ 0.1226 | |||||||||
Number of unregistered shares granted to optionor, value | $ 20,000 | |||||||||
Consulting agreement [Member] | Subsequent Event [Member] | ||||||||||
Price per share | $ .0998 | |||||||||
Common stock, unregistered shares granted | 50,000 | |||||||||
Common stock, unregistered shares granted, value | $ 4,990 | |||||||||
Consulting agreement [Member] | COO[Member] | August 1, 2019 [Member] | ||||||||||
Number of unregistered shares granted to optionor | 250,000 | |||||||||
Share price of unregistered shares granted to optionor | $ 0.0975 | |||||||||
Number of unregistered shares granted to optionor, value | $ 24,375 | |||||||||
Consulting agreement [Member] | COO[Member] | February 1, 2019 [Member] | ||||||||||
Number of unregistered shares granted to optionor | 250,000 | |||||||||
Share price of unregistered shares granted to optionor | $ 0.04 | |||||||||
Number of unregistered shares granted to optionor, value | $ 10,000 | |||||||||
Consulting agreement [Member] | President [Member] | ||||||||||
Price per share | $ 0.0879 | $ .0998 | $ 0.04 | |||||||
Common stock, unregistered shares granted | 30,052 | 50,000 | 1,000,000 | |||||||
Common stock, unregistered shares granted, value | $ 2,643 | $ 4,990 | $ 40,000 | |||||||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | ||||||||||
Number of unregistered shares granted to optionor | 1,000,000 | |||||||||
Share price of unregistered shares granted to optionor | $ 0.04 | |||||||||
Number of unregistered shares granted to optionor, value | $ 40,000 |
MATERIAL CONTRACT (Details)
MATERIAL CONTRACT (Details) - Stock option [Member] | 9 Months Ended |
Aug. 31, 2019$ / shares | |
Risk-free interest rate | 2.54% |
Expected life (in years) | 3 years |
Expected volatility | 310.60% |
Grant date fair value | $ .097 |
MATERIAL CONTRACT (Details Narr
MATERIAL CONTRACT (Details Narrative) - USD ($) | Apr. 02, 2019 | Mar. 11, 2019 | Jan. 09, 2019 | Jan. 09, 2020 | Aug. 09, 2019 |
Lease agreement [Member] | |||||
Terms of lease agreement | 12 months | 12 months | |||
Description for the commencement and termination of the agreement | The lease starts on 1 July, 2019 and ends on 30 June, 2020 | The lease starts on April 1, 2019 and ends on March 31, 2020 | |||
Operating lease total rental payable | $ 8,762 | $ 14,400 | |||
Frequency of periodic payment | Monthly | Monthly | |||
Operating lease periodic rental payments | $ 730 | $ 1,200 | |||
Consultant [Member] | |||||
Description for termination and renewal of agreement | The agreement terminates on December 31, 2019. After December 31, 2019, the agreement automatically renews unless the Company or consultant provide 30 days written notice | ||||
Retainer compensated, amount | $ 5,000 | ||||
Consultant [Member] | Stock option [Member] | |||||
Maturity period | 3 years | ||||
Shares issuable upon exercise of rights | 250,000 | ||||
Exercise price | $ 0.10 | ||||
Stock options vested and expected to vest | 100,000 | ||||
Fair value of options and rights | $ 23,891 | ||||
Consultant [Member] | Stock option [Member] | Subsequent Event [Member] | |||||
Stock options vested and expected to vest | 50,000 | 100,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Sep. 13, 2018 | Sep. 10, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Nov. 28, 2017 |
Current Assets | $ 65,910 | $ 26,632 | $ 11,959 | ||||||||
Resource Property | 380,910 | 248,000 | |||||||||
Total assets | 446,820 | 17,504 | 259,959 | ||||||||
Accounts payable | 84,678 | 81,280 | |||||||||
Due to related party | 68,923 | 95,640 | |||||||||
Accrued interest | 28,138 | 12,248 | 3,415 | ||||||||
Accrued interest - related party | 62,689 | 63,790 | 27,870 | ||||||||
Notes payable | 11,200 | 0 | |||||||||
Notes payable - related party | 195,000 | 195,000 | 467,866 | ||||||||
Total liabilities | 975,036 | 713,690 | 892,377 | ||||||||
Common stock | 77,248 | 77,248 | 74,142 | $ 10,000 | $ 20,000 | ||||||
Additional paid-in capital | 2,181,754 | 2,163,128 | 1,815,625 | ||||||||
Common stock payable | 157,128 | 85,120 | 55,120 | ||||||||
Accumulated deficit | (2,944,000) | (2,773,682) | (2,577,305) | ||||||||
Total Stockholders' Equity | (528,216) | (448,186) | $ (360,325) | (632,418) | $ 507,070 | $ (503,482) | $ (529,938) | $ (515,981) | $ (515,981) | ||
Total liabilities and stockholders' equity | 446,820 | $ 265,504 | $ 259,959 | ||||||||
As Reported [Member] | |||||||||||
Current Assets | 5,924 | 236,693 | 5,924 | ||||||||
Deposit | 591 | ||||||||||
Resource Property | 378,000 | ||||||||||
Total assets | 6,515 | 614,693 | 6,515 | ||||||||
Accounts payable | 69,894 | 53,688 | 69,894 | ||||||||
Accounts payable - related parties | 7,085 | 32,635 | 7,085 | ||||||||
Due to related party | 38,170 | 97,513 | 38,170 | ||||||||
Accrued interest | |||||||||||
Accrued interest - related party | 52,497 | 60,282 | 52,497 | ||||||||
Notes payable | |||||||||||
Notes payable - related party | 339,866 | 479,566 | 339,866 | ||||||||
Total liabilities | 507,512 | 723,684 | 507,512 | ||||||||
Common stock | 62,892 | 65,392 | 62,892 | ||||||||
Additional paid-in capital | 1,206,875 | 1,429,375 | 1,206,875 | ||||||||
Common stock payable | 15,120 | 310,120 | 15,120 | ||||||||
Accumulated deficit | (1,785,884) | (1,913,878) | (1,785,884) | ||||||||
Total Stockholders' Equity | (500,997) | (108,991) | (500,997) | ||||||||
Total liabilities and stockholders' equity | 6,515 | 614,693 | 6,515 | ||||||||
Adjustment [Member] | |||||||||||
Current Assets | (938) | (221,457) | (938) | ||||||||
Resource Property | (130,000) | ||||||||||
Total assets | (351,457) | ||||||||||
Accounts payable | (46,844) | 10,910 | (46,844) | ||||||||
Accounts payable - related parties | 7,425 | 12,740 | 7,425 | ||||||||
Due to related party | 11,256 | (10,907) | 11,256 | ||||||||
Accrued interest | 320 | 886 | 320 | ||||||||
Accrued interest - related party | (610) | 2,993 | (610) | ||||||||
Notes payable | 10,000 | 41,700 | 10,000 | ||||||||
Notes payable - related party | 20,000 | (11,700) | 20,000 | ||||||||
Total liabilities | 1,547 | 46,622 | 1,547 | ||||||||
Common stock | |||||||||||
Additional paid-in capital | (125,000) | ||||||||||
Common stock payable | (5,000) | ||||||||||
Accumulated deficit | (2,485) | (268,079) | (2,485) | ||||||||
Total Stockholders' Equity | (2,485) | (398,079) | (2,485) | ||||||||
Total liabilities and stockholders' equity | (351,457) | ||||||||||
As Restated [Member] | |||||||||||
Current Assets | 4,986 | 15,236 | 4,986 | ||||||||
Deposit | 591 | ||||||||||
Resource Property | 248,000 | ||||||||||
Total assets | 5,577 | 263,236 | 5,577 | ||||||||
Accounts payable | 23,050 | 64,598 | 23,050 | ||||||||
Accounts payable - related parties | 14,510 | 45,375 | 14,510 | ||||||||
Due to related party | 49,426 | 86,606 | 49,426 | ||||||||
Accrued interest | 320 | 886 | 320 | ||||||||
Accrued interest - related party | 51,887 | 63,275 | 51,887 | ||||||||
Notes payable | 10,000 | 41,700 | 10,000 | ||||||||
Notes payable - related party | 359,866 | 467,866 | 359,866 | ||||||||
Total liabilities | 509,059 | 770,306 | 509,059 | ||||||||
Common stock | 62,892 | 65,392 | 62,892 | ||||||||
Additional paid-in capital | 1,206,875 | 1,304,375 | 1,206,875 | ||||||||
Common stock payable | 15,120 | 305,120 | 15,120 | ||||||||
Accumulated deficit | (1,788,369) | (2,181,957) | (1,788,369) | ||||||||
Total Stockholders' Equity | (503,482) | (507,070) | (503,482) | ||||||||
Total liabilities and stockholders' equity | $ 5,577 | $ 263,236 | $ 5,577 |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Sep. 13, 2018 | Sep. 10, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Nov. 28, 2017 |
Current Assets | $ 65,910 | $ 26,632 | $ 11,959 | ||||||||
Total assets | 446,820 | 17,504 | 259,959 | ||||||||
Accounts payable | 84,678 | 81,280 | |||||||||
Due to related party | 68,923 | 95,640 | |||||||||
Accrued interest - related party | 62,689 | 63,790 | 27,870 | ||||||||
Notes payable - related party | 195,000 | 195,000 | 467,866 | ||||||||
Total liabilities | 975,036 | 713,690 | 892,377 | ||||||||
Common stock | 77,248 | 77,248 | 74,142 | $ 10,000 | $ 20,000 | ||||||
Additional paid-in capital | 2,181,754 | 2,163,128 | 1,815,625 | ||||||||
Common stock payable | 157,128 | 85,120 | 55,120 | ||||||||
Accumulated deficit | (2,944,000) | (2,773,682) | (2,577,305) | ||||||||
Total Stockholders' Equity | (528,216) | (448,186) | $ (360,325) | (632,418) | $ 507,070 | $ (503,482) | $ (529,938) | $ (515,981) | $ (515,981) | ||
Total liabilities and stockholders' equity | 446,820 | 265,504 | 259,959 | ||||||||
Accrued interest | 28,138 | $ 12,248 | 3,415 | ||||||||
Notes payable | 11,200 | $ 0 | |||||||||
As Reported [Member] | |||||||||||
Current Assets | 5,924 | 236,693 | 5,924 | ||||||||
Total assets | 6,515 | 614,693 | 6,515 | ||||||||
Accounts payable | 69,894 | 53,688 | 69,894 | ||||||||
Due to related party | 38,170 | 97,513 | 38,170 | ||||||||
Accrued interest - related party | 52,497 | 60,282 | 52,497 | ||||||||
Notes payable - related party | 339,866 | 479,566 | 339,866 | ||||||||
Total liabilities | 507,512 | 723,684 | 507,512 | ||||||||
Common stock | 62,892 | 65,392 | 62,892 | ||||||||
Additional paid-in capital | 1,206,875 | 1,429,375 | 1,206,875 | ||||||||
Common stock payable | 15,120 | 310,120 | 15,120 | ||||||||
Accumulated deficit | (1,785,884) | (1,913,878) | (1,785,884) | ||||||||
Total Stockholders' Equity | (500,997) | (108,991) | (500,997) | ||||||||
Total liabilities and stockholders' equity | 6,515 | 614,693 | 6,515 | ||||||||
Accrued interest | |||||||||||
Deposit | 591 | ||||||||||
Accounts payable - related parties | 7,085 | 32,635 | 7,085 | ||||||||
Notes payable | |||||||||||
Adjustment [Member] | |||||||||||
Current Assets | (938) | (221,457) | (938) | ||||||||
Total assets | (351,457) | ||||||||||
Accounts payable | (46,844) | 10,910 | (46,844) | ||||||||
Due to related party | 11,256 | (10,907) | 11,256 | ||||||||
Accrued interest - related party | (610) | 2,993 | (610) | ||||||||
Notes payable - related party | 20,000 | (11,700) | 20,000 | ||||||||
Total liabilities | 1,547 | 46,622 | 1,547 | ||||||||
Common stock | |||||||||||
Additional paid-in capital | (125,000) | ||||||||||
Common stock payable | (5,000) | ||||||||||
Accumulated deficit | (2,485) | (268,079) | (2,485) | ||||||||
Total Stockholders' Equity | (2,485) | (398,079) | (2,485) | ||||||||
Total liabilities and stockholders' equity | (351,457) | ||||||||||
Accrued interest | 320 | 886 | 320 | ||||||||
Deposit | |||||||||||
Accounts payable - related parties | 7,425 | 12,740 | 7,425 | ||||||||
Notes payable | 10,000 | 41,700 | 10,000 | ||||||||
As Restated [Member] | |||||||||||
Current Assets | 4,986 | 15,236 | 4,986 | ||||||||
Total assets | 5,577 | 263,236 | 5,577 | ||||||||
Accounts payable | 23,050 | 64,598 | 23,050 | ||||||||
Due to related party | 49,426 | 86,606 | 49,426 | ||||||||
Accrued interest - related party | 51,887 | 63,275 | 51,887 | ||||||||
Notes payable - related party | 359,866 | 467,866 | 359,866 | ||||||||
Total liabilities | 509,059 | 770,306 | 509,059 | ||||||||
Common stock | 62,892 | 65,392 | 62,892 | ||||||||
Additional paid-in capital | 1,206,875 | 1,304,375 | 1,206,875 | ||||||||
Common stock payable | 15,120 | 305,120 | 15,120 | ||||||||
Accumulated deficit | (1,788,369) | (2,181,957) | (1,788,369) | ||||||||
Total Stockholders' Equity | (503,482) | (507,070) | (503,482) | ||||||||
Total liabilities and stockholders' equity | 5,577 | 263,236 | 5,577 | ||||||||
Accrued interest | 320 | 886 | 320 | ||||||||
Deposit | 591 | ||||||||||
Accounts payable - related parties | 14,510 | 45,375 | 14,510 | ||||||||
Notes payable | $ 10,000 | $ 41,700 | $ 10,000 |
RESTATEMENT (Details 3)
RESTATEMENT (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Operating expenses | $ 145,904 | $ 381,634 | $ 332,128 | $ 455,945 |
Interest expense | (24,759) | (11,954) | (49,164) | (25,144) |
Forgiveness of debt | 14,251 | 100,000 | ||
As Reported [Member] | ||||
Operating expenses | 71,536 | 191,745 | ||
Interest expense | 13,480 | 21,265 | ||
Forgiveness of debt | (100,000) | (100,000) | ||
Net Income (Loss) | 14,984 | (113,010) | ||
Adjustment [Member] | ||||
Operating expenses | 2,775 | 264,200 | ||
Interest expense | (290) | 3,879 | ||
Forgiveness of debt | ||||
Net Income (Loss) | 2,485 | 268,079 | ||
As Restated [Member] | ||||
Operating expenses | 74,311 | 455,945 | ||
Interest expense | 13,190 | 25,144 | ||
Forgiveness of debt | (100,000) | (100,000) | ||
Net Income (Loss) | $ 12,499 | $ 381,089 |