Cover
Cover - USD ($) | 12 Months Ended | ||
Nov. 30, 2019 | May 03, 2021 | May 31, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Century Cobalt Corp. | ||
Entity Central Index Key | 0001456802 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Century Cobalt Corp. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") to amend its Annual Report on Form 10-K for the year ended November 30, 2019, filed with the Securities and Exchange Commission (the "SEC") on May 3, 2021 (the "Original Form 10-K"). This Amendment No. 1 is being filed for the sole purpose of reclassifying a portion of the annual mining claims renewal fees from operating expense in the consolidated statements of operations to prepaid expenses in the consolidated balance sheets. The amount reclassified was $99,683. As required by the SEC, this Amendment No. 1 includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 31.1 and 32.1hereto. | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Nov. 30, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 81,238,895 | ||
Entity Public Float | $ 5,493,845 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Current assets: | ||
Cash | $ 4,076 | $ 1,172 |
Prepaid expenses | 101,849 | 10,787 |
Total current assets | 105,925 | 11,959 |
Other assets | ||
Resource property | 248,000 | 248,000 |
Total other assets | 248,000 | 248,000 |
Total Assets | 353,925 | 259,959 |
Current liabilities: | ||
Accounts payable | 107,188 | 81,280 |
Accounts payable - related parties | 97,195 | 27,870 |
Accrued interest | 39,179 | 3,415 |
Accrued interest - related parties | 38,519 | 71,231 |
Due to related parties | 60,823 | 95,640 |
Notes payable - current portion | 174,575 | 10,000 |
Notes payable to related parties - current portion | 267,500 | 467,866 |
Convertible note, net of discount of $8,615 and $-0- at November 30, 2019 and 2018, respectively | 122,018 | 0 |
Total current liabilities | 906,997 | 757,302 |
Long term liabilities: | ||
Notes payable | 0 | 114,575 |
Notes payable to related parties | 0 | 20,500 |
Convertible note, net of discount of $29,750 and $-0- at November 30, 2019 and 2018, respectively | 99,591 | 0 |
Total long term liabilities | 99,591 | 135,075 |
Total liabilities | 1,006,588 | 892,377 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of November 30, 2019 and 2018 | 0 | 0 |
Common stock, $0.001 par value, 3,500,000,000 shares authorized, 78,941,929 and 74,142,211 issued and outstanding as of November 30, 2019 and 2018, respectively | 78,942 | 74,142 |
Additional paid-in capital | 2,261,538 | 1,815,625 |
Common stock payable | 247,358 | 55,120 |
Accumulated other comprehensive loss | (15,254) | 0 |
Accumulated deficit | (3,225,247) | (2,577,305) |
Total stockholders' equity (deficit) | (652,663) | (632,418) |
Total Liabilities and Stockholders' equity (deficit) | $ 353,925 | $ 259,959 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
Current liabilities | ||
Convertible note, net of discount | $ 8,615 | $ 0 |
Long term liabilities: | ||
Convertible note, net of discount others | $ 29,750 | $ 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 | 78,941,929 | 74,142,211 |
Common stock, shares outstanding | 78,941,929 | 74,142,211 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Operating expenses: | ||
Accounting and legal | $ 41,596 | $ 43,070 |
Transfer agent and filing fees | 22,865 | 15,946 |
Consulting | 352,779 | 604,800 |
Exploration | 66,151 | 55,846 |
General and administrative | 100,787 | 121,146 |
Total operating expenses | 584,178 | 840,808 |
Net operating income (loss) | (584,178) | (840,808) |
Other income (expense): | ||
Interest expense | (78,015) | (35,629) |
Debt forgiveness | 14,251 | 100,000 |
Total Other income (expense) | (63,764) | 64,371 |
Net loss | $ (647,942) | $ (776,437) |
Basic and diluted income (loss) per share | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 76,934,818 | 65,218,238 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHSIVE LOSS - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHSIVE LOSS | ||
Net loss | $ (647,942) | $ (776,437) |
Other comprehensive gain (loss): | ||
Foreign currency translation adjustment | (15,254) | 0 |
Total comprehensive loss | $ (663,196) | $ (776,437) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Common Stock Payable | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) |
Balance, shares at Nov. 30, 2017 | 62,892,211 | ||||||
Balance, amount at Nov. 30, 2017 | $ (515,981) | $ 62,892 | $ 0 | $ 1,206,875 | $ 15,120 | $ 0 | $ (1,800,868) |
Shares issued for mineral properties, shares | 3,500,000 | ||||||
Shares issued for mineral properties, amount | 140,000 | $ 3,500 | 136,500 | ||||
Shares issued for services, shares | 7,750,000 | ||||||
Shares issued for services, amount | 480,000 | $ 7,750 | 472,250 | ||||
Common stock to be issued | 40,000 | 0 | 40,000 | ||||
Other comprehensive loss | 0 | 0 | |||||
Net loss | (776,437) | 0 | (776,437) | ||||
Balance, shares at Nov. 30, 2018 | 74,142,211 | ||||||
Balance, amount at Nov. 30, 2018 | (632,418) | $ 74,142 | $ 0 | 1,815,625 | 55,120 | 0 | (2,577,305) |
Common stock to be issued | 192,238 | 192,238 | |||||
Other comprehensive loss | (15,254) | (15,254) | |||||
Net loss | (647,942) | (647,942) | |||||
Issuance of common stock for stocsubscription, shares | 1,693,809 | ||||||
Issuance of common stock for stocsubscription, amount | 40,652 | $ 1,694 | 38,958 | ||||
Conversion of debt to common stock, shares | 3,105,909 | ||||||
Conversion of debt to common stock, amount | 341,650 | $ 3,106 | 338,544 | ||||
Stock option earned for services | 20,903 | $ 0 | 20,903 | ||||
Discount on convertible notes payable | 47,508 | 47,508 | |||||
Balance, shares at Nov. 30, 2019 | 78,941,929 | ||||||
Balance, amount at Nov. 30, 2019 | $ (652,663) | $ 78,942 | $ 0 | $ 2,261,538 | $ 247,358 | $ (15,254) | $ (3,225,247) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (647,942) | $ (776,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of debt | 14,251 | 100,000 |
Write off reclamation bond | 0 | 591 |
Stock based compensation | 215,782 | 511,380 |
Debt discount interest | 9,142 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (99,682) | (2,167) |
Accounts payable | (8,907) | 79,952 |
Accounts payable expenses - related parties | 69,325 | 15,785 |
Accrued expenses | 34,666 | 3,415 |
Accrued expenses - related parties | 30,323 | 32,214 |
Due to related parties | 0 | 60,823 |
Net cash used in operating activities | (411,544) | (174,444) |
Cash flows from investing activities: | ||
Acquisition of resource properties | 0 | (108,000) |
Net cash used in investing activities | 0 | (108,000) |
Cash flows from financing activities | ||
Proceeds from stock subscriptions | 46,632 | 0 |
Proceeds from notes payable | 50,000 | 124,575 |
Proceeds from notes payable to related parties | 72,000 | 158,500 |
Proceeds from convertible notes payable | 245,816 | 0 |
Net cash provided by financing activities | 414,448 | 283,075 |
Net increase (decrease) in cash | 2,904 | 631 |
Cash - beginning of the year | 1,172 | 541 |
Cash - end of the year | 4,076 | 1,172 |
Supplemental disclosures: | ||
Interest paid | 3,883 | 0 |
Income taxes | 0 | 0 |
Non-cash transactions: | ||
Common stock issued for mineral properties | 0 | 140,000 |
Discount on convertible notes payable | 47,508 | $ 0 |
Conversion of notes payable and accrued interest to common stock | $ 341,650 | |
Issuance of common stock for stock subscription | 40,652 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Nov. 30, 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 | 12 Months Ended |
Nov. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 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. 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 November 30, 2019 and November 30, 2018, respectively, the Company had $4,076 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. Prepaid Expenses The Company considers all items incurred for future services to be prepaid expenses. At November 30, 2019 and November 30, 2018, respectively, the Company had $101,849 and $10,787 of prepaid expenses primarily from a $99,683 prepayment of the annual 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. 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 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 $215,782 and $511,380 for the twelve months ended November 30, 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 November 30, 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 recognizes revenue under ASU No. 2014-09, ”Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. 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 addition, the standard requires disclosure of the nature, amount, timing, and uncertainty 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 receive 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. Once a contract is determined to be within the scope of ASC 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 9,256,000 additional shares issued by the Company. 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 years ended November 30, 2019 and 2018. 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. Accumulated translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification,” In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Income Statement Reporting, Comprehensive Income (Topic 220). Effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has adopted 2018-02 and determined there was no material impact on the financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management believes recently issued accounting pronouncements will have no 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 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 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. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Nov. 30, 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 $3,225,247 as of November 30, 2019. Management continues to seek funding from its shareholders and other qualified investors. |
RESOURCE PROPERTY
RESOURCE PROPERTY | 12 Months Ended |
Nov. 30, 2019 | |
RESOURCE PROPERTY | |
NOTE 4 - RESOURCE PROPERTY | On August 7, 2018, we 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. The value of the claims was $248,000 at November 30, 2019 and 2018 and recorded at resource property in the accompanying consolidated balance sheets. The Company perform an annual impairment test at November 30, 2019 and determined an impairment charge was not necessary. Oriental Rainbow has assigned its interest in the property to us 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 November 30, 2019 and 2018, respectively, the Company has invested $248,000 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. The options expired in October 2019 and was not renewed. |
FORGIVENESS OF DEBT
FORGIVENESS OF DEBT | 12 Months Ended |
Nov. 30, 2019 | |
FORGIVENESS OF DEBT | |
NOTE 5 - FORGIVENESS OF DEBT | During the years ended November 30, 2019 and 2018, a note holder partially forgave a promissory note payable and creditors of the Company waived stale balances owing by the Company for $14,251 and $100,000, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Nov. 30, 2019 | |
FORGIVENESS OF DEBT | |
NOTE 6 - NOTES PAYABLE | Notes payable consisted of the following at November 30, 2019: Date of Note Principal Amount at Issuance ($) Interest Rate Maturity Date Interest Accrued ($) May 1, 2016 (1) - 8 % May 1, 2017 - October 20, 2016 (2) 5,000 8 % October 20, 2017 1,245 January 9, 2017 (2) 9,000 8 % January 9, 2018 2,081 April 24, 2017 (2) 10,000 8 % April 24, 2018 2,082 June 19, 2017 (2) 7,000 8 % June 19, 2018 1,372 September 18, 2017 (2) 6,000 8 % September 18, 2018 1,056 January 5, 2018 (2) 10,000 8 % January 5, 2019 1,521 April 17, 2018 (2) 30,000 8 % April 17, 2019 3,893 July 27, 2018 (2) 31,700 12 % July 27, 2019 5,117 August 15, 2018 (2) 108,000 12 % August 15, 2019 16,759 September 7, 2018 (2) 15,000 12 % July 31, 2020 2,214 September 12, 2018 20,500 12 % August 15, 2020 2,992 September 27, 2018 10,000 12 % July 31, 2020 1,410 October 10, 2018 42,000 12 % July 31, 2020 5,744 November 20, 2018 7,905 12 % July 31, 2020 975 November 20, 2018 7,970 12 % July 31, 2020 982 December 18, 2018 25,000 12 % July 31, 2020 2,852 January 24, 2019 42,000 12 % August 15, 2020 4,281 February 18, 2019 20,000 12 % February 18, 2020 1,874 March 6, 2019 10,000 12 % August 15, 2020 884 May 3, 2019 25,000 12 % July 31, 2020 1,734 July 1, 2019 32,335 10 % September 30, 2020 2,963 July 15, 2019 32,335 10 % September 30, 2020 2,839 July 31, 2019 32,335 10 % September 30, 2020 2,698 August 30, 2019 (3) 103,472 10 % April 16, 2021 4,671 September 3, 2019 19,401 10 % September 30, 2020 1,438 September 4, 2019 (3) 25,868 10 % April 16, 2021 1,133 October 8, 2019 10,347 10 % September 30, 2020 667 November 6, 2019 3,880 10 % September 30, 2020 220 Grand Total 702,048 77,698 (1) On January 8, 2019, the Company agreed to convert principal 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 $14,251 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. (3) Interest partially paid by Company prior to November 30, 2019 for $3,883. Convertible notes payable consisted of the following at November 30, 2019: 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. The unpaid balance including accrued interest was $141,458 at November 30, 2019. 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 30, 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. The unpaid balance including accrued interest was $135,144 at November 30, 2019. As of November 30, 2019, the total short-term loans - convertible amounted to $276,602 which includes $16,629 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 year ended November 30, 2019 consisted of the following: Balance, November 30, 2018 $ 612,941 Borrowings 381,973 Less conversion to shares of the Company’s common stock 292,866 Balance, November 30, 2019 $ 702,048 Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following: Fiscal year ended November 30, 2020 $ 572,708 Fiscal year ended November 30, 2021 129,340 Total $ 702,048 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Nov. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 7 - RELATED PARTY TRANSACTIONS | On November 30, 2019, notes payable owing to related parties was $267,500 (November 30, 2018: $467,866) and accrued interest owing to related parties was $38,519 (November 30, 2018: $71,231). As at November 30, 2019, accounts payable and compensation owing to stockholders and officers of the Company were $97,195 (November 30, 2018: $27,870). As at November 30, 2019, the Company owed $60,823 to its President and Director (November 30, 2018: $60,823). 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 $36,750 or $0.147 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 $19,891 and $13,799 for the years ended November 30, 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 $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. The compensation amounted to $128,000 and $51,000 for the years ended November 30, 2019 and 2018, respectively. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Nov. 30, 2019 | |
CAPITAL STOCK | |
NOTE 8 - CAPITAL STOCK | The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share. As of November 30, 2019, no rights have been assigned to the preferred shares and the rights will be established upon issuance. As at November 30, 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 November 30, 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 principal 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. The Company recognized a gain of $14,251 for debt forgiveness on the notes payable in the accompanying consolidated statements of operations. 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 Company’s Chief Operating Officer (COO). As of November 30, 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 November 30, 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 November 30, 2019, the consultant has earned 30,052 shares valued at $2,643 or $0.0879 per share. As of November 30, 2019, the shares have not been issued to the consultant. On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. As of November 30, 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 November 30, 2019, the shares have not been issued to the Company’s COO. On October 8, 2019, the Company issued a stock subscription for 120,000 unregistered shares of the Company’s common stock to an investor. The shares were valued at $5,980 or $0.05 per share. The subscription amount was funded on October 9, 2019. As of November 30, 2019, the shares have not been issued to the investor. The Company used the proceeds for working capital. On November 13, 2019, the Company issued a stock subscription for 1,693,809 unregistered shares of the Company’s common stock to an investor. The shares were valued at $40,652 or $0.024 per share. The subscription amount was funded on November 13, 2019. The shares were issued to the investor on November 26, 2019. The Company used the proceeds for working capital. As of November 30, 2019, the Company had 78,941,929 (November 30, 2018: 74,142,211) common shares issued and outstanding. |
MATERIAL CONTRACTS
MATERIAL CONTRACTS | 12 Months Ended |
Nov. 30, 2019 | |
MATERIAL CONTRACTS | |
NOTE 9 - MATERIAL CONTRACTS | 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 monthly 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 used the 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 which serves as the operating office. 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 and an aggregate of $8,762 over the term of the lease. The rent expense recognized was $24,420 and $10,345 for the years ended November 30, 2019 and 2018, respectively. 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 terminates on August 31, 2021. The consultant is compensated with $4,000 a month beginning September 1, 2019. For the year ended November 30, 2019, the Consultant has earned $12,000. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Nov. 30, 2019 | |
INCOME TAXES | |
NOTE 10 - 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 year ended November 30, 2019 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. All tax returns for the Company remain open for examination. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: 2019 2018 Income tax provision at the federal statutory rate 21 % 21 % Effect on operating losses (21 %) (21 %) The net deferred tax assets consist of the following: November 30, 2019 November 30, 2018 Deferred tax asset $ 677,302 $ 541,234 Valuation allowance (677,302 ) (541,234 ) Net deferred tax asset $ - $ - The change in the valuation allowance for the year ended November 30, 2019 was an increase of $140,384. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Nov. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | 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. As of May 03, 2021, the shares have not been issued to the investor. The Company used the proceeds for working capital. On April 27, 2020, the Company issued 120,000 unregistered shares of the Company’s common stock to an investor. The shares were earned from an October 10, 2019 stock subscription. On June 18, 2020, the Company signed a loan agreement for £150,000 (approximately $200,000) with a related party. The loan bears interest at 5% and has a maturity date of June 18, 2021. As of May 3, 2021, the Company has drawn seven (7) installments under the agreement for an aggregate of $168,456. 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 March 17, 2021 the Company signed an option agreement together with Block Commodities Limited to acquire a 70 percent interest in a Medicinal Cannabis license granted to Magnus Cannabis Group Limited (“Magnus”) by the government of Zimbabwe. Block Commodities Ltd. is listed on the Aquis Stock Exchange, trading with ticker code BLCC.PL (“BLCC”). The acquiring parties will each hold 35 percent. The stake in the Magnus license, will secure supply of medicinal grade cannabis for the production of Nutraceuticals. The option is for an exclusivity period of 90 days to complete the Acquisition. The proposed terms of the Acquisition are as follows: · Payment of an Option fee of £50,000 (approximately $69,000), to be apportioned equally between the acquiring parties, and · Payment by BLCC of £1,500,000 (approximately $2,095,000) through the issue of 2,142,857,142 fully paid ordinary shares in BLCC (valued at 0.07p, per share) upon exercise of the option, and contemporaneously the payment by CCOB of £1.5m of CCOB fully paid ordinary shares, price based on a 30-day VWAP (using the US$/GB£ closing middle market exchange rate published by Bloomberg on the day immediately prior to completion). On March 18, 2021, the Company issued 2,000,000 unregistered shares of the Company’s common stock to the Company’s CEO. The shares on earned on August 1, 2018 and August 1, 2019 from a consulting agreement with the Company’s CEO. The Company has evaluated all events occurring subsequently to these financial statements through May 03, 2021 and determined there were no other items to disclose. |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Nov. 30, 2019 | |
RESTATEMENT | |
NOTE 12 - RESTATEMENT | The November 30, 2019 financial statements are being restated to reclassify the annual mining claim renewal fee from operating expense to prepaid expenses, correcting other current assets and operating expenses. The following table summarizes changes made to the November 30, 2019 consolidated balance sheets: November 30, 2019 As Reported Adjustment As Restated Balance Sheet: Current Assets Current Assets 6,243 99,682 105,925 Resource Property 248,000 - 248,000 Total assets 254,243 99,682 353,925 Accounts payable 107,188 - 107,188 Accounts payable – related parties 97,195 - 97,195 Accrued interest 39,179 - 39,179 Accrued interest - related party 38,519 - 38,519 Due to related parties 60,823 - 60,823 Notes payable 174,575 - 174,575 Notes payable - related party 267,500 - 267,500 Convertible notes payable 122,018 - 122,018 Total current liabilities 906,997 - 906,997 Convertible notes payable 99,591 - 99,591 Total long term liabilities 99,591 - 99,591 Common stock 78,942 - 78,942 Additional paid-in capital 2,261,538 - 2,261,538 Common stock payable 247,358 - 247,358 Accumulated other comprehensive loss (15,254 ) - (15,254 ) Accumulated deficit (3,324,929 ) 99,682 (3,225,247 ) Total Stockholders’ Equity (752,345 ) 99,682 (652,663 ) Total liabilities and stockholders’ equity 254,243 99,682 353,925 The following table summarizes changes made to the year ended November 30, 2019 consolidated statements of operations: For the Year Ended November 30, 2019 As Reported Adjustment As Restated Operating expenses 683,860 (99,682 ) 584,178 Interest expense (78,015 ) - (78,015 ) Debt forgiveness 14,251 - 14,251 Net Loss (747,624 ) 99,682 (647,942 ) Basic and diluted income (loss) per share (0.01 ) - (0.01 ) The following table summarizes changes made to the year ended November 30, 2019 consolidated statements of comprehensive income: For the Year Ended November 30, 2019 As Reported Adjustment As Restated Net loss (747,624 ) 99,682 (647,942 ) Other comprehensive gain (loss): Foreign currency translation adjustment (15,254 ) - (15,254 ) Total comprehensive loss (762,878 ) 99,682 (663,196 ) |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
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. 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 November 30, 2019 and November 30, 2018, respectively, the Company had $4,076 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. |
Prepaid Expenses | The Company considers all items incurred for future services to be prepaid expenses. At November 30, 2019 and November 30, 2018, respectively, the Company had $101,849 and $10,787 of prepaid expenses primarily from a $99,683 prepayment of the annual |
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. |
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 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 $215,782 and $511,380 for the twelve months ended November 30, 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 November 30, 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 recognizes revenue under ASU No. 2014-09, ”Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. 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 addition, the standard requires disclosure of the nature, amount, timing, and uncertainty 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 receive 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. Once a contract is determined to be within the scope of ASC 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 9,256,000 additional shares issued by the Company. 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 years ended November 30, 2019 and 2018. |
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. Accumulated translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). |
Recent Accounting Pronouncements | In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification,” In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Income Statement Reporting, Comprehensive Income (Topic 220). Effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has adopted 2018-02 and determined there was no material impact on the financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management believes recently issued accounting pronouncements will have no 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 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 $5,000 and a useful life of over 1 year are capitalized. All other costs are expensed in the period incurred. |
Reclassifications | Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
FORGIVENESS OF DEBT | |
Schedule of Notes payable | Date of Note Principal Amount at Issuance ($) Interest Rate Maturity Date Interest Accrued ($) May 1, 2016 (1) - 8 % May 1, 2017 - October 20, 2016 (2) 5,000 8 % October 20, 2017 1,245 January 9, 2017 (2) 9,000 8 % January 9, 2018 2,081 April 24, 2017 (2) 10,000 8 % April 24, 2018 2,082 June 19, 2017 (2) 7,000 8 % June 19, 2018 1,372 September 18, 2017 (2) 6,000 8 % September 18, 2018 1,056 January 5, 2018 (2) 10,000 8 % January 5, 2019 1,521 April 17, 2018 (2) 30,000 8 % April 17, 2019 3,893 July 27, 2018 (2) 31,700 12 % July 27, 2019 5,117 August 15, 2018 (2) 108,000 12 % August 15, 2019 16,759 September 7, 2018 (2) 15,000 12 % July 31, 2020 2,214 September 12, 2018 20,500 12 % August 15, 2020 2,992 September 27, 2018 10,000 12 % July 31, 2020 1,410 October 10, 2018 42,000 12 % July 31, 2020 5,744 November 20, 2018 7,905 12 % July 31, 2020 975 November 20, 2018 7,970 12 % July 31, 2020 982 December 18, 2018 25,000 12 % July 31, 2020 2,852 January 24, 2019 42,000 12 % August 15, 2020 4,281 February 18, 2019 20,000 12 % February 18, 2020 1,874 March 6, 2019 10,000 12 % August 15, 2020 884 May 3, 2019 25,000 12 % July 31, 2020 1,734 July 1, 2019 32,335 10 % September 30, 2020 2,963 July 15, 2019 32,335 10 % September 30, 2020 2,839 July 31, 2019 32,335 10 % September 30, 2020 2,698 August 30, 2019 (3) 103,472 10 % April 16, 2021 4,671 September 3, 2019 19,401 10 % September 30, 2020 1,438 September 4, 2019 (3) 25,868 10 % April 16, 2021 1,133 October 8, 2019 10,347 10 % September 30, 2020 667 November 6, 2019 3,880 10 % September 30, 2020 220 Grand Total 702,048 77,698 |
Schedule of Notes payable transactions | Balance, November 30, 2018 $ 612,941 Borrowings 381,973 Less conversion to shares of the Company’s common stock 292,866 Balance, November 30, 2019 $ 702,048 |
Schedule of repayment notes payable | Fiscal year ended November 30, 2020 $ 572,708 Fiscal year ended November 30, 2021 129,340 Total $ 702,048 |
MATERIAL CONTRACTS (Tables)
MATERIAL CONTRACTS (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
MATERIAL CONTRACTS | |
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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
INCOME TAXES | |
Provision for Federal income tax | 2019 2018 Income tax provision at the federal statutory rate 21 % 21 % Effect on operating losses (21 %) (21 %) |
Schedule of Deferred tax asset | November 30, 2019 November 30, 2018 Deferred tax asset $ 677,302 $ 541,234 Valuation allowance (677,302 ) (541,234 ) Net deferred tax asset $ - $ - |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Nov. 30, 2019 | |
RESTATEMENT | |
Schedule of restated balance sheet | November 30, 2019 As Reported Adjustment As Restated Balance Sheet: Current Assets Current Assets 6,243 99,682 105,925 Resource Property 248,000 - 248,000 Total assets 254,243 99,682 353,925 Accounts payable 107,188 - 107,188 Accounts payable – related parties 97,195 - 97,195 Accrued interest 39,179 - 39,179 Accrued interest - related party 38,519 - 38,519 Due to related parties 60,823 - 60,823 Notes payable 174,575 - 174,575 Notes payable - related party 267,500 - 267,500 Convertible notes payable 122,018 - 122,018 Total current liabilities 906,997 - 906,997 Convertible notes payable 99,591 - 99,591 Total long term liabilities 99,591 - 99,591 Common stock 78,942 - 78,942 Additional paid-in capital 2,261,538 - 2,261,538 Common stock payable 247,358 - 247,358 Accumulated other comprehensive loss (15,254 ) - (15,254 ) Accumulated deficit (3,324,929 ) 99,682 (3,225,247 ) Total Stockholders’ Equity (752,345 ) 99,682 (652,663 ) Total liabilities and stockholders’ equity 254,243 99,682 353,925 |
Schedule of restated operations | For the Year Ended November 30, 2019 As Reported Adjustment As Restated Operating expenses 683,860 (99,682 ) 584,178 Interest expense (78,015 ) - (78,015 ) Debt forgiveness 14,251 - 14,251 Net Loss (747,624 ) 99,682 (647,942 ) Basic and diluted income (loss) per share (0.01 ) - (0.01 ) |
Shedule of restated statements of comprehensive income | For the Year Ended November 30, 2019 As Reported Adjustment As Restated Net loss (747,624 ) 99,682 (647,942 ) Other comprehensive gain (loss): Foreign currency translation adjustment (15,254 ) - (15,254 ) Total comprehensive loss (762,878 ) 99,682 (663,196 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 30, 2019 | Nov. 30, 2018 | Jul. 31, 2019 | Aug. 07, 2018 | Nov. 30, 2017 | |
Unrestricted cash | $ 4,076 | $ 1,172 | $ 541 | ||
Additional shares issued | 9,256,000 | ||||
Prepayment of the annual mining claims renewal fees | $ 99,683 | ||||
FDIC insured amount | 250,000 | ||||
Prepaid expenses | 101,849 | 10,787 | |||
Stock based compensation | $ 215,782 | $ 511,380 | |||
Capitalization description | Only assets with a cost of $5,000 and a useful life of over 1 years are capitalized. All other costs are expensed in the period incurred. | ||||
Issuance of common stock | 40,652 | ||||
Price per share | $ 0.11 | $ 0.04 | |||
Emperium 1 Holdings [Member] | |||||
Issuance of common stock | 100 | ||||
Price per share | $ 0.01 | ||||
Proceeds from issuance of common stock | $ 1 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
GOING CONCERN | ||
Accumulated deficit | $ (3,225,247) | $ (2,577,305) |
RESOURCE PROPERTY (Details Narr
RESOURCE PROPERTY (Details Narrative) - USD ($) | Aug. 07, 2018 | Sep. 04, 2017 | Nov. 30, 2019 | Nov. 30, 2018 |
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 | |||
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] | ||||
Restricted consideration shares | 2,500,000 | |||
Restricted Consideration Shares, value | $ 100,000 | |||
Investment in mineral claims | $ 248,000 | $ 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] | ||||
Investment in mineral claims | $ 248,000 | $ 248,000 | ||
Restricted shares common stock | 500,000 | |||
Restricted shares common stock, 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 $1,000,000 in cash or common shares |
FORGIVENESS OF DEBT (Details Na
FORGIVENESS OF DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
FORGIVENESS OF DEBT | ||
Debt forgiveness | $ 14,251 | $ 100,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Notes payable | $ 702,048 |
Interest accured | 77,698 |
July 15, 2019 [Member] | |
Notes payable | 32,335 |
Interest accured | $ 2,839 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
May 3, 2019 [Member] | |
Notes payable | $ 25,000 |
Interest accured | $ 1,734 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
September 3, 2019 [Member] | |
Notes payable | $ 19,401 |
Interest accured | $ 1,438 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
August 30, 2019 [Member] | |
Notes payable | $ 103,472 |
Interest accured | $ 4,671 |
Maturity Date | Apr. 16, 2021 |
Interest Rate | 10.00% |
July 31, 2019 [Member] | |
Notes payable | $ 32,335 |
Interest accured | $ 2,698 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
March 6, 2019 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 884 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12.00% |
February 18, 2019 [Member] | |
Notes payable | $ 20,000 |
Interest accured | $ 1,874 |
Maturity Date | Feb. 18, 2020 |
Interest Rate | 12.00% |
January 24, 2019 [Member] | |
Notes payable | $ 42,000 |
Interest accured | $ 4,281 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12.00% |
November 6, 2019 [Member] | |
Notes payable | $ 3,880 |
Interest accured | $ 220 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
December 18, 2018 [Member] | |
Notes payable | $ 25,000 |
Interest accured | $ 2,852 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
October 8, 2019 [Member] | |
Notes payable | $ 10,347 |
Interest accured | $ 667 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
November 20, 2018 One [Member] | |
Notes payable | $ 7,970 |
Interest accured | $ 982 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
September 4, 2019 [Member] | |
Notes payable | $ 25,868 |
Interest accured | $ 1,133 |
Maturity Date | Apr. 16, 2021 |
Interest Rate | 10.00% |
November 20, 2018 [Member] | |
Notes payable | $ 7,905 |
Interest accured | $ 975 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
October 10, 2018 [Member] | |
Notes payable | $ 42,000 |
Interest accured | $ 5,744 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
September 27, 2018 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 1,410 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
September 12, 2018 [Member] | |
Notes payable | $ 20,500 |
Interest accured | $ 2,992 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12.00% |
September 7, 2018 [Member] | |
Notes payable | $ 15,000 |
Interest accured | $ 2,214 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12.00% |
August 15, 2018 [Member] | |
Notes payable | $ 108,000 |
Interest accured | $ 16,759 |
Maturity Date | Aug. 15, 2019 |
Interest Rate | 12.00% |
July 27, 2018 [Member] | |
Notes payable | $ 31,700 |
Interest accured | $ 5,117 |
Maturity Date | Jul. 27, 2019 |
Interest Rate | 12.00% |
April 17, 2018 [Member] | |
Notes payable | $ 30,000 |
Interest accured | $ 3,893 |
Maturity Date | Apr. 17, 2019 |
Interest Rate | 8.00% |
January 5, 2018 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 1,521 |
Maturity Date | Jan. 5, 2019 |
Interest Rate | 8.00% |
September 18, 2017 [Member] | |
Notes payable | $ 6,000 |
Interest accured | $ 1,056 |
Maturity Date | Sep. 18, 2018 |
Interest Rate | 8.00% |
June 19, 2017 [Member] | |
Notes payable | $ 7,000 |
Interest accured | $ 1,372 |
Maturity Date | Jun. 19, 2018 |
Interest Rate | 8.00% |
April 24, 2017 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 2,082 |
Maturity Date | Apr. 24, 2018 |
Interest Rate | 8.00% |
January 9, 2017 [Member] | |
Notes payable | $ 9,000 |
Interest accured | $ 2,081 |
Maturity Date | Jan. 9, 2018 |
Interest Rate | 8.00% |
October 20, 2016 [Member] | |
Notes payable | $ 5,000 |
Interest accured | $ 1,245 |
Maturity Date | Oct. 20, 2017 |
Interest Rate | 8.00% |
May 1, 2016 [Member] | |
Notes payable | $ 0 |
Interest accured | $ 0 |
Maturity Date | May 1, 2017 |
Interest Rate | 8.00% |
July 1, 2019 [Member] | |
Notes payable | $ 32,335 |
Interest accured | $ 2,963 |
Maturity Date | Sep. 30, 2020 |
Interest Rate | 10.00% |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
FORGIVENESS OF DEBT | |
Balance, November 30, 2018 | $ 612,941 |
Borrowings | 381,973 |
Less repayments | 292,866 |
Balance, November 30, 2019 | $ 702,048 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Repayment of principal | $ 702,048 |
2021 [Member] | |
Repayment of principal | 129,340 |
2020 [Member] | |
Repayment of principal | $ 572,708 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Aug. 14, 2019 | Jul. 31, 2019 | Jul. 30, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | Aug. 07, 2018 |
Convert principal and interest into unregistered shares of common stock | $ 341,650 | |||||
Unregistered shares of common stock | 3,105,909 | |||||
Debt forgiveness | $ 14,251 | $ 100,000 | ||||
Price per share | $ 0.11 | $ 0.04 | ||||
Interest paid | 3,883 | |||||
Debt discount | 9,142 | 0 | ||||
Unpaid balance including accrued interest | 141,458 | |||||
Accrued interest | 16,629 | |||||
Interest expense | 78,015 | $ 35,629 | ||||
Unamortized debt discount | 38,365 | |||||
Total short-term loans | 276,602 | |||||
Convertible unsecured term loan facility [Member] | ||||||
Convertible unsecured term loan facility | $ 241,220 | $ 253,900 | ||||
Convertible unsecured term loan facility [Member] | Promissory note [Member] | ||||||
Debt discount | 34,853 | 12,654 | ||||
Unpaid balance including accrued interest | 135,144 | |||||
Total installments amount drawn | $ 129,340 | $ 130,633 | ||||
Maturity date | Oct. 30, 2020 | |||||
Interest Rate | 10.00% | 10.00% | ||||
Conversion rate | $ 0.03 | $ 0.08 | ||||
Facility fee | 5.00% | 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 | Nov. 30, 2019 | Nov. 30, 2018 |
Notes payable to related party | $ 267,500 | $ 467,866 | |
Accrued interest to related party | 38,519 | 71,231 | |
Accounts payable to stockholder | $ 97,195 | 27,870 | |
August 1, 2019 [Member] | |||
Number of unregistered shares granted to optionor | 1,000,000 | ||
Number of unregistered shares granted to optionor, value | $ 97,500 | ||
Share price of unregistered shares granted to optionor | $ 0.975 | ||
August 1, 2018 [Member] | |||
Number of unregistered shares granted to optionor | 5,000,000 | ||
Number of unregistered shares granted to optionor, value | $ 200,000 | ||
Share price of unregistered shares granted to optionor | $ 0.04 | ||
President and Director [Member] | |||
Due to related parties | $ 60,823 | 60,823 | |
Consulting agreement [Member] | President [Member] | |||
Officers compensation | $ 128,000 | 51,000 | |
Consulting agreement [Member] | President [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 | ||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | |||
Number of unregistered shares granted to optionor | 1,000,000 | ||
Number of unregistered shares granted to optionor, value | $ 97,500 | ||
Share price of unregistered shares granted to optionor | $ 0.0975 | ||
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. | ||
Consulting agreement [Member] | President [Member] | June 1, 2018 [Member] | |||
Frequency of periodic payments | Monthly | ||
Officers compensation | $ 102,000 | ||
Periodic compensation payable to related party | 8,500 | ||
Consulting agreement [Member] | COO[Member] | |||
Officers compensation | $ 19,891 | $ 13,799 | |
Term of agreement | beginning August 1, 2018 through December 31, 2020 | ||
Consulting agreement [Member] | COO[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 | ||
Consulting agreement [Member] | COO[Member] | February 1, 2019 [Member] | |||
Number of unregistered shares granted to optionor | 250,000 | ||
Number of unregistered shares granted to optionor, value | $ 36,750 | ||
Share price of unregistered shares granted to optionor | $ 0.147 | ||
Consulting agreement [Member] | COO[Member] | April 1, 2018 [Member] | |||
Frequency of periodic payments | Daily | ||
Periodic compensation payable to related party | $ 250 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Nov. 13, 2019 | Oct. 08, 2019 | Jan. 08, 2019 | Aug. 07, 2018 | Nov. 30, 2019 | Jul. 31, 2019 | Jun. 05, 2019 | Nov. 30, 2018 | 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 issued | 78,941,929 | 74,142,211 | ||||||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | ||||||||||
Common stock, shares outstanding | 78,941,929 | 74,142,211 | ||||||||||
Consideration Shares | 2,500,000 | |||||||||||
Price per share | $ 0.04 | $ 0.11 | ||||||||||
Consideration Shares, value | $ 100,000 | |||||||||||
Common stock, value | $ 78,942 | $ 74,142 | ||||||||||
August 1, 2019 [Member] | ||||||||||||
Number of unregistered shares granted to optionor | 1,000,000 | |||||||||||
Number of unregistered shares granted to optionor, value | $ 97,500 | |||||||||||
Share price of unregistered shares granted to optionor | $ 0.975 | |||||||||||
Investors [Member] | ||||||||||||
Number of unregistered shares granted to optionor | 1,693,809 | 120,000 | ||||||||||
Number of unregistered shares granted to optionor, value | $ 40,652 | $ 5,980 | ||||||||||
Share price of unregistered shares granted to optionor | $ 0.024 | $ 0.05 | ||||||||||
Acquisition of mineral properties [Member] | ||||||||||||
Common stock, shares issued | 500,000 | 500,000 | ||||||||||
Price per share | $ 0.04 | $ 0.04 | ||||||||||
Common stock, value | $ 20,000 | $ 20,000 | ||||||||||
President [Member] | ||||||||||||
Common stock, shares issued | 2,500,000 | 500,000 | ||||||||||
Price per share | $ 0.108 | $ 0.04 | ||||||||||
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 | |||||||||||
Gain on forgiveness of debt | $ 14,251 | |||||||||||
Consulting agreement [Member] | President [Member] | ||||||||||||
Price per share | $ 0.0879 | $ .0998 | $ 0.04 | $ 0.04 | ||||||||
Common stock, unregistered shares granted | 30,052 | 50,000 | 1,000,000 | 250,000 | ||||||||
Common stock, unregistered shares granted, value | $ 2,643 | $ 4,990 | $ 40,000 | $ 10,000 | ||||||||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | ||||||||||||
Number of unregistered shares granted to optionor | 1,000,000 | |||||||||||
Number of unregistered shares granted to optionor, value | $ 97,500 | |||||||||||
Share price of unregistered shares granted to optionor | $ 0.0975 | |||||||||||
Consulting agreement [Member] | COO[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 | |||||||||||
Consulting agreement [Member] | COO[Member] | February 1, 2019 [Member] | ||||||||||||
Number of unregistered shares granted to optionor | 250,000 | |||||||||||
Number of unregistered shares granted to optionor, value | $ 36,750 | |||||||||||
Share price of unregistered shares granted to optionor | $ 0.147 | |||||||||||
Six-month Option Agreement [Member] | April 1, 2019 [Member] | ||||||||||||
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 |
MATERIAL CONTRACTS (Details)
MATERIAL CONTRACTS (Details) - Stock options [Member] | 12 Months Ended |
Nov. 30, 2019$ / shares | |
Risk-free interest rate | 2.54% |
Expected life (in years) | 3 years |
Expected volatility | 310.60% |
Grant date fair value | $ .097 |
MATERIAL CONTRACTS (Details Nar
MATERIAL CONTRACTS (Details Narrative) - USD ($) | Sep. 14, 2019 | Apr. 02, 2019 | Mar. 11, 2019 | Jan. 09, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | Jan. 09, 2020 | Aug. 09, 2019 |
Rent expense | $ 24,420 | $ 10,345 | ||||||
Lease agreement [Member] | ||||||||
Terms of lease agreement | 12 years | |||||||
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 compensated amount | $ 4,000 | |||||||
Consultant earned amount | $ 12,000 | |||||||
Consultant [Member] | Stock options [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 one [Member] | ||||||||
Stock options vested and expected to vest | 50,000 | 100,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
INCOME TAXES | ||
Income tax provision at the federal statutory rate | 21.00% | 21.00% |
Effect on operating losses | (21.00%) | (21.00%) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 |
INCOME TAXES | ||
Deferred tax asset | $ 677,302 | $ 541,234 |
Less: valuation allowance | (677,302) | (541,234) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
INCOME TAXES | |
U.S. federal corporate income tax rate | 21.00% |
Change in the valuation allowance | $ 140,384 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||||
Mar. 17, 2021 | Jun. 18, 2020 | Mar. 18, 2021 | Jan. 11, 2021 | Apr. 27, 2020 | Dec. 23, 2019 | |
Issuance of stock subscription, Value | $ 5,309 | |||||
Issuance of stock subscription, Share | 176,966 | |||||
Issuance of stock subscription, Price Per Share | $ 0.03 | |||||
Shares issuable to the optionor under agreement | 120,000 | 912,310 | ||||
Shares issuable to the optionor under agreement, value | $ 45,616 | |||||
Shares issuable to the optionor under agreement, share price | $ 0.05 | |||||
Acqired Percentage | 70.00% | |||||
Acquisition Period , description | The option is for an exclusivity period of 90 days to complete the Acquisition. | |||||
Option fee | $ 69,000 | |||||
Payment , description | Payment by BLCC of £1,500,000 (approximately $2,095,000) through the issue of 2,142,857,142 fully paid ordinary shares in BLCC (valued at 0.07p, per share) upon exercise of the option, and contemporaneously the payment by CCOB of £1.5m of CCOB fully paid ordinary shares, price based on a 30-day VWAP | |||||
Loan agreement [Member] | ||||||
Loan amount | $ 200,000 | |||||
Interest rate | 5.00% | |||||
Maturity date | Jun. 18, 2021 | |||||
Loan installment amount | $ 168,456 | |||||
Option agreement [Member] | ||||||
Shares issuable to the optionor under agreement | 2,000,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2017 |
Current Assets | $ 105,925 | $ 11,959 | |
Resource property | 248,000 | 248,000 | |
Total Assets | 353,925 | 259,959 | |
Current Liabilities | |||
Accounts payable | 107,188 | 81,280 | |
Accounts payable - related parties | 97,195 | 27,870 | |
Accrued interest | 39,179 | 3,415 | |
Accrued interest - related parties | 38,519 | 71,231 | |
Due to related parties | 60,823 | 95,640 | |
Convertible notes payable | 122,018 | 0 | |
Total current liabilities | 906,997 | 757,302 | |
Long term liabilities: | |||
Total long term liabilities | 99,591 | 135,075 | |
Stockholders' equity (deficit): | |||
Common Stock | 78,942 | 74,142 | |
Additional paid-in capital | 2,261,538 | 1,815,625 | |
Common stock payable | 247,358 | 55,120 | |
Accumulated other comprehensive loss | (15,254) | 0 | |
Accumulated deficit | (3,225,247) | (2,577,305) | |
Total Stockholders' Equity | (652,663) | (632,418) | $ (515,981) |
Total liabilities and stockholders' equity | 353,925 | 259,959 | |
Notes payable - related party | 267,500 | $ 467,866 | |
As Restated [Member] | |||
Current Assets | 105,000 | ||
Resource property | 248,000 | ||
Total Assets | 353,000 | ||
Current Liabilities | |||
Accounts payable | 107,188 | ||
Accounts payable - related parties | 97,195 | ||
Accrued interest | 39,179 | ||
Accrued interest - related parties | 38,519 | ||
Due to related parties | 60,823 | ||
Notes Payable | 174,575 | ||
Notes payable - related party | 267,500 | ||
Convertible notes payable | 122,018 | ||
Total current liabilities | 906,997 | ||
Long term liabilities: | |||
Total long term liabilities | 99,591 | ||
Stockholders' equity (deficit): | |||
Common Stock | 78,942 | ||
Additional paid-in capital | 2,261,538 | ||
Common stock payable | 247,358 | ||
Accumulated other comprehensive loss | (15,254) | ||
Accumulated deficit | (3,225,247) | ||
Total Stockholders' Equity | (652,663) | ||
Total liabilities and stockholders' equity | 353,925 | ||
As Reported [Member] | |||
Current Assets | 6,243 | ||
Resource property | 248,000 | ||
Total Assets | 254,243 | ||
Current Liabilities | |||
Accounts payable | 107,188 | ||
Accounts payable - related parties | 97,195 | ||
Accrued interest | 39,179 | ||
Accrued interest - related parties | 38,519 | ||
Due to related parties | 60,823 | ||
Notes Payable | 174,575 | ||
Convertible notes payable | 122,018 | ||
Total current liabilities | 906,997 | ||
Long term liabilities: | |||
Total long term liabilities | 99,591 | ||
Stockholders' equity (deficit): | |||
Common Stock | 78,942 | ||
Additional paid-in capital | 2,261,538 | ||
Common stock payable | 247,358 | ||
Accumulated other comprehensive loss | (15,254) | ||
Accumulated deficit | (3,324,929) | ||
Total Stockholders' Equity | (752,345) | ||
Total liabilities and stockholders' equity | 254,243 | ||
Notes payable - related party | 267,500 | ||
Convertible notes payable, other | 99,591 | ||
Adjustment [Member] | |||
Current Assets | 99,682 | ||
Resource property | 0 | ||
Total Assets | 99,682 | ||
Current Liabilities | |||
Accounts payable | 0 | ||
Accounts payable - related parties | 0 | ||
Accrued interest | 0 | ||
Accrued interest - related parties | 0 | ||
Due to related parties | 0 | ||
Convertible notes payable | 0 | ||
Total current liabilities | 0 | ||
Long term liabilities: | |||
Total long term liabilities | 0 | ||
Stockholders' equity (deficit): | |||
Common Stock | 0 | ||
Additional paid-in capital | 0 | ||
Common stock payable | 0 | ||
Accumulated other comprehensive loss | 0 | ||
Accumulated deficit | 99,682 | ||
Total Stockholders' Equity | 99,682 | ||
Total liabilities and stockholders' equity | 99,682 | ||
Notes payable - related party | $ 0 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Operating expenses | $ 584,178 | $ 840,808 |
Interest expense | 78,015 | 35,629 |
Debt forgiveness | 14,251 | 100,000 |
Net loss | $ (647,942) | $ (776,437) |
Basic and diluted income (loss) per share | $ (0.01) | $ (0.01) |
As Restated [Member] | ||
Operating expenses | $ 584,178 | |
Interest expense | 78,015 | |
Debt forgiveness | 14,251 | |
Net loss | $ (647,942) | |
Basic and diluted income (loss) per share | $ (0.01) | |
As Reported [Member] | ||
Operating expenses | $ 683,860 | |
Interest expense | 78,015 | |
Debt forgiveness | 14,251 | |
Net loss | $ (747,624) | |
Basic and diluted income (loss) per share | $ (0.01) | |
Adjustment [Member] | ||
Operating expenses | $ 99,682 | |
Interest expense | 0 | |
Debt forgiveness | 0 | |
Net loss | $ 99,682 | |
Basic and diluted income (loss) per share | $ 0 |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 12 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Net loss | $ (647,942) | $ (776,437) |
Foreign currency translation adjustment | (15,254) | 0 |
Total comprehensive loss | (663,196) | $ (776,437) |
As Restated [Member] | ||
Net loss | (647,942) | |
Foreign currency translation adjustment | (15,254) | |
Total comprehensive loss | (663,196) | |
As Reported [Member] | ||
Net loss | (747,624) | |
Foreign currency translation adjustment | (15,254) | |
Total comprehensive loss | (762,878) | |
Adjustment [Member] | ||
Net loss | 99,682 | |
Foreign currency translation adjustment | 0 | |
Total comprehensive loss | $ 99,682 |