Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2020 | Oct. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PureBase Corp | |
Entity Central Index Key | 0001575858 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 214,850,741 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Aug. 31, 2020 | Nov. 30, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 8,735 | $ 8,400 |
Accounts receivable, net of allowances for uncollectable accounts of $18,277 and $11,137, respectively | 90,989 | 17,063 |
Due from affiliated entities | 665 | |
Prepaid expenses and other assets | 58,578 | 4,953 |
Total Current Assets | 158,967 | 30,416 |
Property and equipment, net | 620,000 | 772 |
Mineral rights acquisition costs | 200,000 | 200,000 |
Total Assets | 978,967 | 231,188 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 214,759 | 344,225 |
Due to affiliated entities | 472,704 | |
Settlement liability | 480,976 | 475,000 |
Note payable to officer | 127,816 | 132,596 |
Notes payable - related party | 25,000 | 25,000 |
Total Current Liabilities | 1,321,255 | 976,821 |
Convertible notes payable - affiliated entity, net of discount of $59,888 | 118,112 | |
Total Liabilities | 1,439,367 | 976,821 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Deficit: | ||
Preferred stock, $.001 par value; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively | ||
Common stock, $.001 par value; 520,000,000 shares authorized; 214,850,751 and 208,650,741 shares issued and outstanding, respectively | 144,447 | 138,247 |
Additional paid-in capital | 11,263,241 | 10,364,990 |
Accumulated deficit | (11,868,088) | (11,248,870) |
Total Stockholders' Deficit | (460,400) | (745,633) |
Total Liabilities and Stockholders' Deficit | $ 978,967 | $ 231,188 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2020 | Nov. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Allowances for uncollectables | $ 18,277 | $ 11,137 |
Debt discount | $ 59,888 | |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common Stock, shares authorized | 520,000,000 | 520,000,000 |
Common Stock, shares issued | 214,850,751 | 208,650,741 |
Common Stock, shares outstanding | 214,850,751 | 208,650,741 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 169,980 | $ 161,322 | $ 176,109 | $ 347,780 |
Operating Expenses: | ||||
Selling, general and administrative | 405,291 | 632,022 | 760,725 | 1,266,291 |
Product fulfillment, exploration and mining expenses | 34,751 | 49,889 | 39,945 | 136,341 |
Total Operating Expenses | 440,042 | 681,911 | 800,670 | 1,402,632 |
Loss From Operations | (270,062) | (520,589) | (624,561) | (1,054,852) |
Other Income (Expense): | ||||
Other income | 3,856 | 13 | 3,856 | 16 |
Interest income (expense) | (4,554) | (15,859) | 1,487 | (47,504) |
Total Other Income (Expense) | (698) | (15,846) | 5,343 | (47,488) |
Net Loss | $ (270,760) | $ (536,435) | $ (619,218) | $ (1,102,340) |
Loss per Common Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted Average Shares Outstanding - Basic and Diluted | 214,782,609 | 141,347,173 | 210,687,237 | 141,347,173 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Nov. 30, 2018 | $ 70,943 | $ 3,050,893 | $ (8,115,447) | $ (4,993,611) | |
Beginning balance, shares at Nov. 30, 2018 | 141,347,173 | ||||
Stock based compensation | 51,279 | 51,279 | |||
Net loss | (337,891) | (337,891) | |||
Ending balance at Feb. 28, 2019 | $ 70,943 | 3,102,172 | (8,453,338) | (5,280,223) | |
Ending balance, shares at Feb. 28, 2019 | 141,347,173 | ||||
Beginning balance at Nov. 30, 2018 | $ 70,943 | 3,050,893 | (8,115,447) | (4,993,611) | |
Beginning balance, shares at Nov. 30, 2018 | 141,347,173 | ||||
Net loss | (1,102,340) | ||||
Ending balance at Aug. 31, 2019 | $ 70,943 | 3,111,747 | (9,217,787) | (6,035,097) | |
Ending balance, shares at Aug. 31, 2019 | 141,347,173 | ||||
Beginning balance at Feb. 28, 2019 | $ 70,943 | 3,102,172 | (8,453,338) | (5,280,223) | |
Beginning balance, shares at Feb. 28, 2019 | 141,347,173 | ||||
Stock based compensation | 9,172 | 9,172 | |||
Net loss | (228,014) | (228,014) | |||
Ending balance at May. 31, 2019 | $ 70,943 | 3,111,344 | (8,681,352) | (5,499,065) | |
Ending balance, shares at May. 31, 2019 | 141,347,173 | ||||
Stock based compensation | 403 | 403 | |||
Net loss | (536,435) | (536,435) | |||
Ending balance at Aug. 31, 2019 | $ 70,943 | 3,111,747 | (9,217,787) | (6,035,097) | |
Ending balance, shares at Aug. 31, 2019 | 141,347,173 | ||||
Beginning balance at Nov. 30, 2019 | $ 138,247 | 10,364,990 | (11,248,870) | (745,633) | |
Beginning balance, shares at Nov. 30, 2019 | 208,650,741 | ||||
Forgiveness of related party liabilities | 150,257 | 150,257 | |||
Beneficial conversion feature on convertible debt | 88,250 | 88,250 | |||
Net loss | (156,412) | (156,412) | |||
Ending balance at Feb. 29, 2020 | $ 138,247 | 10,603,497 | (11,405,282) | (663,538) | |
Ending balance, shares at Feb. 29, 2020 | 208,650,741 | ||||
Beginning balance at Nov. 30, 2019 | $ 138,247 | 10,364,990 | (11,248,870) | (745,633) | |
Beginning balance, shares at Nov. 30, 2019 | 208,650,741 | ||||
Net loss | (619,218) | ||||
Ending balance at Aug. 31, 2020 | $ 144,447 | 11,263,241 | (11,868,088) | (460,400) | |
Ending balance, shares at Aug. 31, 2020 | 214,850,741 | ||||
Beginning balance at Feb. 29, 2020 | $ 138,247 | 10,603,497 | (11,405,282) | (663,538) | |
Beginning balance, shares at Feb. 29, 2020 | 208,650,741 | ||||
Stock based compensation | 30,335 | 30,335 | |||
Net loss | (192,046) | (192,046) | |||
Ending balance at May. 31, 2020 | $ 138,247 | 10,633,832 | (11,597,328) | (825,249) | |
Ending balance, shares at May. 31, 2020 | 208,650,741 | ||||
Stock based compensation | 15,609 | 15,609 | |||
Common shares issued in Quove asset purchase | $ 6,200 | 613,800 | 620,000 | ||
Common shares issued in Quove asset purchase, shares | 6,200,000 | ||||
Net loss | (270,760) | (270,760) | |||
Ending balance at Aug. 31, 2020 | $ 144,447 | $ 11,263,241 | $ (11,868,088) | $ (460,400) | |
Ending balance, shares at Aug. 31, 2020 | 214,850,741 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (619,218) | $ (1,102,340) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for Doubtful Accounts | 7,140 | |
Depreciation | 772 | 1,736 |
Stock based compensation | 45,944 | 60,854 |
Amortization of debt discount | 28,362 | |
Issuance of common stock for services | 91,112 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (81,066) | (23,900) |
Due to affiliates | 180,316 | |
Settlement liability | 5,976 | |
Prepaid expenses and other current assets | (53,625) | 7,738 |
Accounts payable and accrued expenses | 20,791 | 446,525 |
Net Cash Used In Operating Activities | (644,924) | (337,959) |
Cash Flows From Financing Activities: | ||
Advances from related parties | 472,039 | 450,725 |
Proceeds from convertible notes payable - affiliated entities | 178,000 | |
Payments on notes due to officers | (4,780) | (27,500) |
Net Cash Provided By Financing Activities | 645,259 | 423,225 |
Net Increase In Cash | 335 | 85,266 |
Cash - Beginning of Period | 8,400 | 8,281 |
Cash - End of Period | 8,735 | 93,547 |
Cash paid for: | ||
Interest paid | 4,383 | |
Income taxes paid | ||
Noncash investing and financing activities: | ||
Vendors paid by Affiliated Entities | 23,403 | |
Forgiveness of accounts payable due to USMC | 150,257 | |
Purchase of assets from Quove Corporation | $ 620,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 – organization and business operations Corporate History PureBase Corporation (the “Company”) was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help them plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to an exploration, mining and product marketing company engaged in identifying and developing advanced stage natural resource projects which, the Company believes, show potential to achieve full production. Effective January 12, 2015, the Company amended its articles of incorporation to change its name to PureBase Corporation. The Company, through its wholly-owned operating subsidiaries PureBase Agricultural, Inc., a Nevada corporation, (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“USAM”) is engaged in the identification, acquisition, exploration, development, mining and full-scale exploitation of industrial and natural mineral properties in the United States for the agriculture and construction materials markets. On the agricultural side, the Company’s business is to develop agricultural specialized fertilizers, minerals and bio-stimulants for organic and sustainable agriculture. On the construction side, the Company intends to focus on developing construction sector-related products such as cements. The Company intends to provide for distribution of its products into each industry related market. The Company is headquartered in Ione, California. Business Overview PureBase is a diversified, industrial mineral and natural resource company working to provide solutions to the agriculture and construction materials markets. In addition, the Company intends to focus on identifying and developing other advanced stage natural resource projects in support of its agricultural business. PureBase’s business is currently divided into two divisions: “PureBase AG” to develop agricultural specialized fertilizers, minerals and biostimulants for organic and sustainable agriculture and “USAM” which will be focused on developing construction sector related products such as cements. The Company’s initial focus is on the organic agricultural market sectors. The Company has developed and will seek to develop additional products derived from mineralized materials of Leonardite, Kaolin Clay, Laterite, Potassium Silicate Sulfate, and other natural minerals. These important minerals and soil amendments are used in the agricultural industry to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. The Company utilizes the services of US Mine Corporation (“USMC”), a private company and a significant shareholder of the Company focusing on the development and contract mining of industrial mineral and metal projects throughout North America, to perform exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, mine production, and mine site reclamation. Exploration services also include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals to be utilized by the Company is obtained from properties owned or controlled by USMC of which Scott Dockter and John Bremer are officers, directors, and owners. The Company is building a brand family under the parent trade name, “PureBase”, consisting of three primary product lines: PureBase Shade Advantage WP, PureBase SulFi Hume Si Advantage, and PureBase Humate INU Advantage. |
Going Concern and Liquidity
Going Concern and Liquidity | 9 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Liquidity | NOTE 2 – GOING CONCERN AND LIQUIDITY The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At August 31, 2020, the Company had a significant accumulated deficit of approximately $11.9 million and working capital deficit of approximately $1,200,000. For the nine months ended August 31, 2020, the Company had a loss from operations of approximately $350,000 and negative cash flows from operations of approximately $605,000. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2020, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded these losses primarily from additional infusions of cash from advances from an affiliate and the sale of equity and convertible notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s plan, through the continued promotion of its services to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities from third parties. No assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses will not arise or that any potential equity or debt financing or other potential financing will be available, or if available, on favorable terms, and will provide the necessary funding for the Company to continue as a going concern. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended November 30, 2019 in our Form 10-K filed on February 28, 2020 with the SEC. The results of the nine months ended August 31, 2020 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2020. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and USAM. Intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Revenue The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer, which occurs when the product is shipped from the Company’s warehouse. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including that the Company has determined that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less. Disaggregated Revenue Revenue consists of the following by product offering for the nine months ended August 31, 2020: Soil Advantage Humate INU Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 8,029 $ 133,220 $ 34,860 $ - $ 176,109 Revenue consists of the following by product offering for the nine months ended August 31, 2019: Soil Advantage Humate INU Advantage Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 47,250 $ 208,084 $ 92,446 $ - $ 347,780 Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalents as of August 31, 2020 or November 30, 2019. Account Receivable The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. At August 31, 2020 and November 30, 2019, the Company has determined that an allowance of $18,277 and $11,137, respectively, for doubtful accounts was necessary. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years Buildings 30 years Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2020 and 2019 Exploration Stage In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. There were no costs related to exploration activities for the three and nine months ended August 31, 2020 and August 31, 2019. Mineral Rights Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. Total capitalized costs related to mineral rights were $200,000 as of August 31, 2020 and August 31, 2019. Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. The net amounts incurred were $0 and $180 for the three and nine months ended August 31, 2020, respectively, and $0 for the three and nine months ended August 31, 2019, respectively, included in product fulfillment, exploration and mining expenses. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $3,861 and $5,913 for the three and nine months ended August 31, 2020, respectively, and $0 for the three and nine months ended August 31, 2019 and are recorded in selling, general and administrative expenses on the statement of operations. Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All vested outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options have been excluded from the Company’s computation of net loss per common share for the three and nine months ended August 31, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Nine Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 Three Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations. Recent Accounting Pronouncements In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance simplifies the accounting as compared to prior US GAAP. The guidance is effective for fiscal years beginning after December 15, 2019. The Company does not expect the implementation of this new pronouncement to have a material impact on its consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Acquisitions
Acquisitions | 9 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITIONS Asset Purchase - Quove Corporation On May 1, 2020, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Quove Corporation, a Colorado corporation, (“Quove”), pursuant to which the Company will purchase from Quove all of the assets used in conjunction with the operating of its gold processing plant. The purchase price of $620,000 was satisfied with the issuance of 6,200,000 shares of the Company’s common stock at a fair value of $0.10 per share to Quove and the assumption of up to $10,000 of Quove’s liabilities. The acquisition closed on June 11, 2020. The Company plans to use the assets and parts from the assets to augment and improve their current infrastructure. |
Mining Rights
Mining Rights | 9 Months Ended |
Aug. 31, 2020 | |
Extractive Industries [Abstract] | |
Mining Rights | NOTE 5 – MINING RIGHTS Federal Preference Rights Lease in Esmeralda County, NV This Preference Rights Lease is granted by the Bureau of Land Management (“BLM”) covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by the Company. All rights and obligations under the Preference Rights lease have been assigned to the Company by USMC. These rights are presented at their cost of $200,000. This lease requires a payment of $7,503 per year to the BLM. Snow White Mine located in San Bernardino County, CA – Deposit On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party through 19% beneficial ownership of the Company, pursuant to which the Company will purchase the Snow White Mine for a purchase price of $836,000 (the “Purchase Price”). The Purchase Price plus 5% interest shall be payable in full in cash at the closing date. The closing date can be completed any time before April 1, 2022. As of August 31, 2020, the Company has yet to close on the purchase. |
Notes Payable
Notes Payable | 9 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – NOTES PAYABLE Bayshore Capital Advisors, LLC On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% major shareholder of the Company, for $25,000 for working capital. The note bears interest at the rate of 6% per annum and was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note as of August 31, 2020. The balance on the note was $25,000 as of August 31, 2020 and November 30, 2019, respectively See (Note 10). Total interest expense on the note was $370 and $1,122 for the three and nine months ended August 31, 2020 and August 31, 2019, respectively. A. Scott Dockter – President and Chief Executive Officer On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note to Mr. Dockter bears interest at 6% and is due upon demand. During the year ended November 30, 2019, the Company repaid $44,500 towards the balance of the note. The balance on the note was $127,816 and $132,596 as of August 31, 2020 and November 30, 2019, respectively (See Note 10). Interest expense for this note was $1,933 and $6,767 and $2,981 and $8,878 for the three and nine months ended August 31, 2020 and August 31, 2019, respectively. Convertible Promissory Notes - USMC December 1, 2019 On December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a two-year convertible promissory note in the amount of $20,000 to USMC, with a maturity date of December 31, 2021 (“Tranche #1”). The note bears interest at 5% per annum which is also payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the holder, at a conversion price of $0.16 per share. The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $20,000. Total straight-line amortization of this discount totaled $2,418 and $7,201 during the three and nine months ended August 31, 2020, respectively. Total interest expense on Tranche #1 was approximately $200 and $750 for the three and nine months ended August 31, 2020, respectively. January 1, 2020 On January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a two-year convertible promissory note in the amount of $86,000 to USMC, with a maturity date of January 1, 2022 (“Tranche #2”). The note bears interest at 5% per annum which is also payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the Holder, at a conversion price of $0.16 per share. The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $32,250. Total straight-line amortization of this discount totaled $4,059 and $10,721 during the three and nine months ended August 31, 2020, respectively. Total interest expense on Tranche #2 was approximately $700 and $2,863 for the three and nine months ended August 31, 2020, respectively. February 1, 2020 On February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a two-year convertible promissory note in the amount of $72,000 to USMC, with a maturity date of February 1, 2022 (“Tranche #3”). The note bears interest at 5% per annum which is also payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the Holder, at a conversion price of $0.16 per share. The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $36,000. Total straight-line amortization of this discount totaled $4,531 and $10,440 during the three and nine months ended August 31, 2020, respectively. Total interest expense on Tranche #3 was approximately $600 and $2,091 for the three and nine months ended August 31, 2020, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: August 31, 2020 November 30, 2019 Accounts payable $ 137,654 $ 265,449 Accrued interest – related party 37,662 44,846 Accrued compensation 38,895 33,930 Accrued expenses 549 - Accounts payable and accrued expenses $ 214,704 $ 344,225 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Office and Rental Property Leases The Company is using office space provided by USMC, a related party that is owned by the Company’s majority shareholders and directors A. Scott Dockter and John Bremer. There is currently no lease for use of such office space. Mineral Properties The Company’s mineral rights require various annual lease payments (See Note 5). Legal Matters On September 21, 2016, the Company terminated its employment agreement with its then President, David Vickers (“Vickers”). Subsequently, Vickers alleged claims of age discrimination, fraud in the inducement, violation of California Labor Code §970 and breach of contract against the Company. On April 14,2017, the Company was served with a demand for arbitration of the above referenced claims. The arbitration proceeding was handled by the Judicial Arbitration and Mediation Services, Inc. On June 5, 2018, the parties participated in a voluntary mediation but were unable to reach a resolution. The arbitration proceeding, based on Vickers’ demand for arbitration, was held August 6, 2019 to August 8, 2019. An interim-preliminary decision was rendered in connection with the arbitration however, the final award was not determined and the parties filed supplemental briefs. Oral arguments commenced on June 4, 2020. The Company believed its potential exposure to be approximately $475,000, plus potential pre-and-post judgment interest. Accordingly, on January 20, 2020, the Company paid Vickers $50,000 towards such estimated liability. The Company currently believes that a tentative settlement will be finalized within the next 30-60 days and on Juy 29, 2020, paid Vickers an additional $50,000 towards such settlement. On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico, filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum amount of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages. The Company denies all allegations and believes Mr. Calvanico is owed nothing. The Company takes the position that Mr. Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019 in normal course and was not renewed by Company. On February 14, 2020, the Company asked Mr. Calvanico in writing to exercise his stock options within 30 days. Mr. Calvanico did not do so. To date, Mr. Calvanico has not exercised his stock options. This dispute is currently in the early stages of arbitration, and an arbitrator has not yet been assigned in normal course. On January 11, 2019, the Company filed a complaint in the Nevada District Court for Washoe County (Case # CV19-00097) against Agregen International Corp (“Agregen”) and Robert Hurtado alleging the misuse of proprietary and confidential information acquired by Mr. Hurtado while employed by the Company as VP of Agricultural Research and Development. Mr. Hurtado was terminated in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with the Company. The Company is seeking $100,000,000 in monetary damages. On March 14, 2019 Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019 and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed its First Amended Complaint in this lawsuit, adding Todd Gauer and John Gingerich as additional defendants. A default judgment has been taken against Mr. Gingerich. Litigation is proceeding against Mr. Hurtado and Mr. Gauer, and Agregen. Trial is scheduled for seven days beginning June 21, 2021. On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $300,000. The Company filed its answer on May 6, 2019, denying responsibility for the mis-labelling and denying any liability for damages therefrom. The parties are currently in ongoing settlement negotiations. Contractual Matters On November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC performs services relating to various technical evaluations and mine development services for the Company with regard to the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC. On October 12, 2018 the Company’s board of directors approved a material supply agreement with USMC, a related party, pursuant to which USMC will provide designated natural resources to the Company at predetermined prices (See Note 10). Resignation of Directors Effective April 8, 2020, Calvin Lim resigned as a member of the Board of Directors (the “Board”) of the Company. His resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies, or practices of the Company. Appointment of Directors The Company entered into a twelve-month director agreement with Jeffrey Guzy (“Guzy”), effective as of April 8, 2020, (the “Director Agreement”). Pursuant to the Director Agreement, Guzy will be entitled to $1,000 per month for serving on the Company’s Board of Directors, which will accrue as debt until the Company has its first cash flow positive month. Upon the termination of the initial term of the Director Agreement or Guzy’s earlier removal or resignation, such accrued amount will be paid in common stock of the Company at a conversion rate of the lower of $0.15 per share or the 20-day volume weighted average price from the last date Guzy was on the board. Guzy was also granted an immediately exercisable five-year option to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. Guzy was appointed as the chairman of the Audit Committee and the Compensation Committee. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Aug. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | Note 9 – StocK-BASED COMPENSATION The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.” 2017 Equity Incentive Plan On November 10, 2017 the Company’s Board of Directors (the “Board”) approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved up to 10,000,000 shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of August 31, 2020, 50,000 options have been granted under the Option Plan. The Company has also granted options to purchase an aggregate of 500,000 shares of common stock to certain employees pursuant to employment contracts prior to the adoption of the Option Plan. The Company granted options to purchase an aggregate of 550,000 shares of common stock during the nine months ended August 31, 2020. There were no stock options granted during the nine months ended August 31, 2019. The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2020, was $21,438 and $22,446, respectively. The weighted average non-vested grant date fair value of non-vested options was $19,481 at August 31, 2020. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at November 30, 2019 550,000 $ 2.74 Granted 550,000 0.10 Exercised - - Expired or cancelled - - Outstanding at August 31, 2020 1,100,000 $ 1.42 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2020: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 200,000 3.61 $ 0.99 - 0.10 350,000 4.65 0.10 350,000 0.12 50,000 8.07 0.12 50,000 3.00 500,000 5.50 3.00 500,000 1,100,000 5.00 $ 1.42 900,000 The compensation expense attributed to the issuance of the options is recognized as such options vest. Stock options granted under the Option Plan are exercisable for ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value of the options totaled $0 and was based on the Company’s closing stock price of $0.10 as of August 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. On April 8, 2020, the Company granted a director an option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $27,088. The options vest immediately at the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.11; strike price - $0.10; expected volatility – 305%; risk-free interest rate – 0.47%; dividend rate – 0%; and expected term – 2.50 years. On April 15, 2020, the Company granted two advisory board members options to purchase an aggregate of 200,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $19,481. The options vest one year from the date of grant. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.099; strike price - $0.10; expected volatility – 304%; risk-free interest rate – 0.34%; dividend rate – 0%; and expected term – 2.50 years. On June 2, 2020, the Company granted a director an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $10,739. The options vest immediately at the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.11; strike price - $0.10; expected volatility – 283%; risk-free interest rate – 0.20%; dividend rate – 0%; and expected term – 2.50 years. Total compensation expense related to stock options was $10,739 and $62,177 for the three and nine months ended August 31, 2020, respectively. Total compensation expense related to stock options was $403 and $51,018 for the three and nine months ended August 31, 2019, respectively. As of August 31, 2020, there was $11,364 in future compensation cost related to non-vested stock options. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Aug. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 – RELATED PARTY TRANSACTIONS Bayshore Capital Advisors, LLC On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% shareholder of the Company. The note accrued interest at 6% per annum and was payable August 26, 2016, or upon the closing of a bridge financing by the Company, whichever occurs first. The Company is in default on this note as of August 31, 2020. US Mine Corporation The Company entered into a contract mining agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter and John Bremer, pursuant to which USMC will provide various technical evaluations and mine development services to the Company. During the three and nine months ended August 31, 2020, the Company made $34,264 in purchases from USMC. There were no purchases made from USMC during the three and nine months ended August 31, 2019. There were no services rendered by USMC to the Company for the three and nine months ended August 31, 2020. Services totaling $72,848 and $142,210 were rendered by USMC for the three and nine months ended August 31, 2019, respectively. In addition, USMC made no payments to the Company’s vendors and creditors on behalf of the Company during the three and nine months ended August 31, 2020. During the three and nine months ended August 31, 2019, USMC paid $8,178 and $23,403, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company. During the three and nine months ended August 31, 2020 and August 31, 2019 USMC made cash advances to the Company of $309,000 and $467,000 and $56,000 and $469,125, respectively, which are recorded as part of due to affiliates on the unaudited condensed consolidated balance sheets. On September 26, 2019, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.16 per share. As of February 29, 2020, USMC has purchased such notes totaling $178,000 with maturity dates ranging from December 1, 2021 through February 1, 2022 (See Note 6). Interest expense on these notes totaled $2,219 and $5,704 for the three and nine months ended August 31, 2020 and is recorded as part of due to affiliates on the unaudited condensed consolidated balance sheets. The outstanding balance due on the notes to USMC is $178,000 and $0 at August 31, 2020 and November 30, 2019, respectively. On April 9, 2020, USMC agreed to forgive of $150,257 in outstanding accounts payable from PureBase AG effective February 29, 2020. The Company treated this as a capital contribution and recorded the forgiveness as an increase in additional paid in capital on the unaudited condensed consolidated balance sheet at August 31, 2020. On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered into on October 12, 2018. All kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. Under the terms of the Supply Agreement, the Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC shall adjust the cost to the Company to conform to the more favorable terms. The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days. The Company is using office space provided by USMC rent-free. There is currently no lease for its use of such office space. Transactions with Officers On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the nine months ended August 31, 2020, the Company repaid $4,780 towards the balance of the note. As of August 31, 2020 and November 30, 2019, the principal balance due on this note was $127,816 and $132,596, respectively, and is recorded as Note Payable to Officer on the unaudited condensed consolidated balance sheets. Interest expense for this note was $1,933 and $6,767 and $2,981 and $8,878 for the three and nine months ended August 31, 2020 and 2019, respectively. |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Aug. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 11 – CONCENTRATION OF CREDIT RISK Cash Deposits Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of August 31, 2020 and November 30, 2019, the Company had no deposits in excess of the FDIC insured limit. Revenues Three customers accounted for 80% of total revenue for the nine months ended August 31, 2020. Customer A 42 % Customer B 20 % Customer C 18 % Four customers accounted for 91% of total revenue for the nine months ended August 31, 2019. Customer A 37 % Customer B 24 % Customer C 18 % Customer D 12 % Accounts Receivable Three customers accounted for 91% of the accounts receivable as of August 31, 2020, as set forth below: Customer A 38 % Customer B 31 % Customer C 22 % Two customers accounted for 100% of the accounts receivable as of November 30, 2019, as set forth below: Customer A 66 % Customer B 34 % Vendors Two vendors accounted for 88% of purchases as of August 31, 2020, as set forth below: Vendor A 78 % Vendor B 10 % Two suppliers accounted for 100% of purchases as of November 30, 2019, as set forth below: Vendor A, a related party 88 % Vendor B 12 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the World. The Company continues to monitor the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, in addition to the impact on its employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s operations and liquidity is uncertain as of the date of this report. While there could ultimately be a material impact on operations and liquidity of the Company, at the time of issuance, the impact could not be determined. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended November 30, 2019 in our Form 10-K filed on February 28, 2020 with the SEC. The results of the nine months ended August 31, 2020 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2020. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and USAM. Intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Revenue | Revenue The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer, which occurs when the product is shipped from the Company’s warehouse. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including that the Company has determined that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less. Disaggregated Revenue Revenue consists of the following by product offering for the nine months ended August 31, 2020: Soil Advantage Humate INU Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 8,029 $ 133,220 $ 34,860 $ - $ 176,109 Revenue consists of the following by product offering for the nine months ended August 31, 2019: Soil Advantage Humate INU Advantage Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 47,250 $ 208,084 $ 92,446 $ - $ 347,780 |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalents as of August 31, 2020 or November 30, 2019. |
Account Receivable | Account Receivable The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. At August 31, 2020 and November 30, 2019, the Company has determined that an allowance of $18,277 and $11,137, respectively, for doubtful accounts was necessary. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years Buildings 30 years Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2020 and 2019 |
Exploration Stage | Exploration Stage In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. There were no costs related to exploration activities for the three and nine months ended August 31, 2020 and August 31, 2019. |
Mineral Rights | Mineral Rights Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. Total capitalized costs related to mineral rights were $200,000 as of August 31, 2020 and August 31, 2019. |
Shipping and Handling | Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. The net amounts incurred were $0 and $180 for the three and nine months ended August 31, 2020, respectively, and $0 for the three and nine months ended August 31, 2019, respectively, included in product fulfillment, exploration and mining expenses. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $3,861 and $5,913 for the three and nine months ended August 31, 2020, respectively, and $0 for the three and nine months ended August 31, 2019 and are recorded in selling, general and administrative expenses on the statement of operations. |
Fair Value Measurements | Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All vested outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options have been excluded from the Company’s computation of net loss per common share for the three and nine months ended August 31, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Nine Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 Three Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance simplifies the accounting as compared to prior US GAAP. The guidance is effective for fiscal years beginning after December 15, 2019. The Company does not expect the implementation of this new pronouncement to have a material impact on its consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregated Revenue | Revenue consists of the following by product offering for the nine months ended August 31, 2020: Soil Advantage Humate INU Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 8,029 $ 133,220 $ 34,860 $ - $ 176,109 Revenue consists of the following by product offering for the nine months ended August 31, 2019: Soil Advantage Humate INU Advantage Shade Advantage (WP) SulFe Hume Si Solu-Sul Total $ - $ 47,250 $ 208,084 $ 92,446 $ - $ 347,780 |
Schedule of Estimated Useful Life of Property and Equipment | Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years Buildings 30 years |
Schedule of Outstanding Shares Excluded from Diluted Loss Per Share | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Nine Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 Three Months Ended August 31, 2020 August 31, 2019 Convertible Notes 1,112,500 - Stock Options 1,050,000 550,000 Total 2,162,500 550,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following amounts: August 31, 2020 November 30, 2019 Accounts payable $ 137,654 $ 265,449 Accrued interest – related party 37,662 44,846 Accrued compensation 38,895 33,930 Accrued expenses 549 - Accounts payable and accrued expenses $ 214,704 $ 344,225 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at November 30, 2019 550,000 $ 2.74 Granted 550,000 0.10 Exercised - - Expired or cancelled - - Outstanding at August 31, 2020 1,100,000 $ 1.42 |
Schedule of Stock Option Shares Outstanding and Exercisable | The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2020: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 200,000 3.61 $ 0.99 - 0.10 350,000 4.65 0.10 350,000 0.12 50,000 8.07 0.12 50,000 3.00 500,000 5.50 3.00 500,000 1,100,000 5.00 $ 1.42 900,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Credit Risk | Revenues Three customers accounted for 80% of total revenue for the nine months ended August 31, 2020. Customer A 42 % Customer B 20 % Customer C 18 % Four customers accounted for 91% of total revenue for the nine months ended August 31, 2019. Customer A 37 % Customer B 24 % Customer C 18 % Customer D 12 % Accounts Receivable Three customers accounted for 91% of the accounts receivable as of August 31, 2020, as set forth below: Customer A 38 % Customer B 31 % Customer C 22 % Two customers accounted for 100% of the accounts receivable as of November 30, 2019, as set forth below: Customer A 66 % Customer B 34 % Vendors Two vendors accounted for 88% of purchases as of August 31, 2020, as set forth below: Vendor A 78 % Vendor B 10 % Two suppliers accounted for 100% of purchases as of November 30, 2019, as set forth below: Vendor A, a related party 88 % Vendor B 12 % |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ (11,868,088) | $ (11,868,088) | $ (11,248,870) | ||
Working capital deficit | 1,200,000 | 1,200,000 | |||
Loss From Operations | $ (270,062) | $ (520,589) | (624,561) | $ (1,054,852) | |
Cash flows from operations | $ (644,924) | $ (337,959) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | |
Cash equivalents | |||||
Allowance for doubtful accounts receivable | 18,277 | 18,277 | $ 11,137 | ||
Impairment losses | |||||
Costs related to exploration activities | |||||
Capitalized costs related to mineral rights | 200,000 | 200,000 | 200,000 | 200,000 | |
Advertising and marketing expenses | 3,861 | 0 | 5,913 | 0 | |
Shipping and Handling [Member] | General and Administrative Expense [Member] | |||||
Costs and expense | $ 0 | $ 0 | $ 180 | $ 0 | |
Minimum [Member] | |||||
Property, and equipment, useful life | 3 years | ||||
Maximum [Member] | |||||
Property, and equipment, useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Revenue | $ 169,980 | $ 161,322 | $ 176,109 | $ 347,780 |
Soil Advantage [Member] | ||||
Revenue | ||||
Humate INU Advantage [Member] | ||||
Revenue | 8,029 | 47,250 | ||
Shade Advantage (WP) [Member] | ||||
Revenue | 133,220 | 208,084 | ||
SulFe Hume Si Advantage [Member] | ||||
Revenue | 34,860 | 92,446 | ||
Solu-Sul [Member] | ||||
Revenue |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Property and Equipment (Details) | 9 Months Ended |
Aug. 31, 2020 | |
Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Maximum [Member] | |
Property and equipment estimated useful lives | 5 years |
Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 5 years |
Autos and Trucks [Member] | |
Property and equipment estimated useful lives | 5 years |
Buildings [Member] | |
Property and equipment estimated useful lives | 30 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Outstanding Shares Excluded from Diluted Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Potentially dilutive securities | 2,162,500 | 550,000 | 2,162,500 | 550,000 |
Convertible Notes [Member] | ||||
Potentially dilutive securities | 1,112,500 | 1,112,500 | ||
Stock Options [Member] | ||||
Potentially dilutive securities | 1,050,000 | 550,000 | 1,050,000 | 550,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jun. 11, 2020 | Aug. 31, 2020 | Nov. 30, 2019 |
Shares issued price per share | $ 0.10 | ||
Liabilities assumption, value | $ 1,439,367 | $ 976,821 | |
Purchase Agreement [Member] | Quove Corporation [Member] | |||
Purchase price | $ 620,000 | ||
Number of shares issued during period, shares | 6,200,000 | ||
Shares issued price per share | $ 0.10 | ||
Liabilities assumption, value | $ 10,000 |
Mining Rights (Details Narrativ
Mining Rights (Details Narrative) | Apr. 01, 2020USD ($) | Aug. 31, 2020USD ($)a |
Snow White Pozzolan Mine [Member] | ||
Ownership percentage | 19.00% | |
Purchase mining properties | $ 836,000 | |
Percentage of purchase price | 5.00% | |
BLM [Member] | Esmeralda County NV [Member] | ||
Acres of land | a | 2,500 | |
BLM [Member] | Esmeralda County NV [Member] | Potassium/Sulfur Deposit [Member] | ||
Acres of land | a | 15.5 | |
Carrying cost | $ 200,000 | |
Lease payment | $ 7,503 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 02, 2020 | Jan. 01, 2020 | Dec. 02, 2019 | Feb. 26, 2016 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | Aug. 31, 2017 |
Debt issued amount | $ 178,000 | $ 178,000 | $ 0 | |||||||
Common stock par value | $ .001 | $ .001 | $ .001 | |||||||
Amortization of debt discount | $ 28,362 | |||||||||
Arthur Scott Dockter [Member] | ||||||||||
Note payable balance | $ 127,816 | 127,816 | $ 132,596 | |||||||
Simple interest at an annual rate | 6.00% | |||||||||
Interest expenses | 1,933 | $ 2,981 | 6,767 | 8,878 | ||||||
Debt issued amount | $ 197,096 | |||||||||
Repayments of notes payable | 4,780 | 44,500 | ||||||||
Major Shareholder [Member] | ||||||||||
Ownership percentage | 10.00% | |||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #1 [Member] | ||||||||||
Simple interest at an annual rate | 5.00% | |||||||||
Debt maturity date | Dec. 31, 2021 | |||||||||
Interest expenses | 200 | 750 | ||||||||
Debt issued amount | $ 20,000 | |||||||||
Debt term | 2 years | |||||||||
Common stock par value | $ 0.001 | |||||||||
Conversion price | $ 0.16 | |||||||||
Beneficial conversion feature | $ 20,000 | |||||||||
Amortization of debt discount | 2,418 | 7,201 | ||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #2 [Member] | ||||||||||
Simple interest at an annual rate | 5.00% | |||||||||
Debt maturity date | Jan. 1, 2022 | |||||||||
Interest expenses | 700 | 2,863 | ||||||||
Debt issued amount | $ 86,000 | |||||||||
Debt term | 2 years | |||||||||
Common stock par value | $ 0.001 | |||||||||
Conversion price | $ 0.16 | |||||||||
Beneficial conversion feature | $ 32,250 | |||||||||
Amortization of debt discount | 4,059 | 10,721 | ||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #3 [Member] | ||||||||||
Simple interest at an annual rate | 5.00% | |||||||||
Debt maturity date | Feb. 1, 2022 | |||||||||
Interest expenses | 600 | 2,091 | ||||||||
Debt issued amount | $ 72,000 | |||||||||
Debt term | 2 years | |||||||||
Common stock par value | $ 0.001 | |||||||||
Conversion price | $ 0.16 | |||||||||
Beneficial conversion feature | $ 36,000 | |||||||||
Amortization of debt discount | 4,531 | 10,440 | ||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||
Note payable balance | $ 25,000 | $ 25,000 | 25,000 | $ 25,000 | ||||||
Ownership percentage | 10.00% | |||||||||
Simple interest at an annual rate | 6.00% | |||||||||
Maturity date, description | The note bears interest at the rate of 6% per annum and was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note as of August 31, 2020. | |||||||||
Debt maturity date | Aug. 26, 2016 | |||||||||
Interest expenses | $ 370 | $ 1,122 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts payable and accrued expenses (Details) - USD ($) | Aug. 31, 2020 | Nov. 30, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 137,654 | $ 265,449 |
Accrued interest - related party | 37,662 | 44,846 |
Accrued compensation | 38,895 | 33,930 |
Accrued expenses | 549 | |
Accounts payable and accrued expenses | $ 214,759 | $ 344,225 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 29, 2020 | Apr. 08, 2020 | Jan. 20, 2020 | Mar. 29, 2019 | Aug. 31, 2020 | Jul. 08, 2020 | Jun. 04, 2020 | Jan. 11, 2019 |
Stock options granted during period | 550,000 | |||||||
Exercise price of stock options | ||||||||
Superior Soils Supplements LLC [Member] | ||||||||
Claims sought value | $ 300,000 | |||||||
Chief Financial Officer, Al Calvanico [Member] | ||||||||
Monetary damages | $ 600,000 | |||||||
Robert Hurtado [Member] | Agregen [Member] | ||||||||
Monetary damages | $ 100,000,000 | |||||||
Employment Agreement [Member] | David Vickers [Member] | ||||||||
Potential exposure plus pre-and-post judgment interest | $ 475,000 | |||||||
Payments on estimated liability | $ 50,000 | $ 50,000 | ||||||
Directors Agreement [Member] | Mr. Jeffrey Guzy Director [Member] | ||||||||
Agreement, description | Pursuant to the Director Agreement, Guzy will be entitled to $1,000 per month for serving on the Company's Board of Directors, which will accrue as debt until the Company has its first cash flow positive month. Upon the termination of the initial term of the Director Agreement or Guzy's earlier removal or resignation, such accrued amount will be paid in common stock of the Company at a conversion rate of the lower of $0.15 per share or the 20-day volume weighted average price from the last date Guzy was on the board. | |||||||
Stock option exercisable term | 5 years | |||||||
Stock options granted during period | 250,000 | |||||||
Exercise price of stock options | $ 0.10 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Jun. 02, 2020 | Apr. 15, 2020 | Apr. 08, 2020 | Nov. 10, 2017 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 |
Stock options granted during period | 550,000 | |||||||
Weighted average grant date fair value of options granted | $ 21,438 | |||||||
Weighted average grant date fair value of options vested | 22,446 | |||||||
Weighted average grant date fair value of non-vested options | $ 19,481 | |||||||
Stock option exercisable term | 10 years | |||||||
Stock option vesting term | 3 years | |||||||
Share based compensation, aggregate intrinsic value | $ 0 | |||||||
Closing stock price | $ 0.10 | $ 0.10 | ||||||
Stock-based options compensation expenses | $ 45,944 | $ 60,854 | ||||||
Stock Option [Member] | ||||||||
Stock-based options compensation expenses | $ 10,739 | $ 403 | 62,177 | $ 51,018 | ||||
Future compensation cost related to non-vested stock options | $ 11,364 | $ 11,364 | ||||||
Employment Contracts [Member] | Prior to the Adoption of Option Plan [Member] | ||||||||
Stock options granted during period | 500,000 | |||||||
Director [Member] | ||||||||
Stock options granted during period | 100,000 | 250,000 | ||||||
Weighted average grant date fair value of options granted | $ 10,739 | $ 27,088 | ||||||
Stock exercise price | 0.10 | 0.10 | ||||||
Stock price | 0.11 | 0.11 | ||||||
Strike price | $ 0.10 | $ 0.10 | ||||||
Expected volatility | 283.00% | 305.00% | ||||||
Risk-free interest rate | 0.20% | 0.47% | ||||||
Dividend rate | 0.00% | 0.00% | ||||||
Expected term | 2 years 6 months | 2 years 6 months | ||||||
Two Advisory Board [Member] | ||||||||
Stock options granted during period | 200,000 | |||||||
Weighted average grant date fair value of options granted | $ 19,481 | |||||||
Stock exercise price | 0.10 | |||||||
Stock price | 0.099 | |||||||
Strike price | $ 0.10 | |||||||
Expected volatility | 304.00% | |||||||
Risk-free interest rate | 0.34% | |||||||
Dividend rate | 0.00% | |||||||
Expected term | 2 years 6 months | |||||||
2017 Equity Incentive Plan [Member] | Board of Directors [Member] | ||||||||
Stock options granted during period | 50,000 | |||||||
2017 Equity Incentive Plan [Member] | Board of Directors [Member] | Maximum [Member] | ||||||||
Number of stock options reserved | 10,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Aug. 31, 2020$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Number of Options Outstanding, beginning balance | shares | 550,000 |
Number of Options, Granted | shares | 550,000 |
Number of Options, Exercised | shares | |
Number of Options, Expired or Cancelled | shares | |
Number of Options Outstanding, ending balance | shares | 1,100,000 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 2.74 |
Weighted Average Exercise Price, Granted | $ / shares | 0.10 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired or Cancelled | $ / shares | |
Weighted Average Exercise Price, Outstanding, ending balance | $ / shares | $ 1.42 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Shares Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | |
Aug. 31, 2020 | Nov. 30, 2019 | |
Outstanding Options | 1,100,000 | 550,000 |
Weighted- Average Remaining Life in Years | 5 years | |
Weighted- Average Exercise Price | $ 1.42 | $ 2.74 |
Number Exercisable | 900,000 | |
Exercise Price 1 [Member] | ||
Range of Exercise Prices | $ 0.099 | |
Outstanding Options | 200,000 | |
Weighted- Average Remaining Life in Years | 3 years 7 months 10 days | |
Weighted- Average Exercise Price | $ 0.99 | |
Number Exercisable | ||
Exercise Price 2 [Member] | ||
Range of Exercise Prices | $ 0.10 | |
Outstanding Options | 350,000 | |
Weighted- Average Remaining Life in Years | 4 years 7 months 24 days | |
Weighted- Average Exercise Price | $ 0.10 | |
Number Exercisable | 350,000 | |
Exercise Price 3 [Member] | ||
Range of Exercise Prices | $ 0.12 | |
Outstanding Options | 50,000 | |
Weighted- Average Remaining Life in Years | 8 years 26 days | |
Weighted- Average Exercise Price | $ 0.12 | |
Number Exercisable | 50,000 | |
Exercise Price 4 [Member] | ||
Range of Exercise Prices | $ 3 | |
Outstanding Options | 500,000 | |
Weighted- Average Remaining Life in Years | 5 years 6 months | |
Weighted- Average Exercise Price | $ 3 | |
Number Exercisable | 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Apr. 22, 2020T | Apr. 09, 2020USD ($) | Feb. 26, 2016USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Sep. 26, 2019USD ($)$ / shares | Aug. 31, 2017USD ($) |
Note principal amount | $ 178,000 | $ 178,000 | $ 0 | |||||||
Material Supply Agreement [Member] | ||||||||||
Agreement term | 3 years | |||||||||
Agreement description | The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days. | |||||||||
Material Supply Agreement [Member] | Kaolin Clay for Supplementary Cementitious Materials [Member] | ||||||||||
Materials and products for agriculture | T | 25 | |||||||||
Royalty fee tons | T | 5 | |||||||||
Material Supply Agreement [Member] | Bagged Products for Clay [Member] | ||||||||||
Materials and products for agriculture | T | 145 | |||||||||
Royalty fee tons | T | 5 | |||||||||
Arthur Scott Dockter [Member] | ||||||||||
Note payable balance | 127,816 | 127,816 | 132,596 | |||||||
Note payable interest rate percentage | 6.00% | |||||||||
Note principal amount | $ 197,096 | |||||||||
Interest expense | 1,933 | $ 2,981 | 6,767 | $ 8,878 | ||||||
Repayments of notes payable | 4,780 | 44,500 | ||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||
Note payable balance | $ 25,000 | 25,000 | 25,000 | $ 25,000 | ||||||
Ownership percentage | 10.00% | |||||||||
Note payable interest rate percentage | 6.00% | |||||||||
Maturity date, description | The note bears interest at the rate of 6% per annum and was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note as of August 31, 2020. | |||||||||
Interest expense | $ 370 | 1,122 | ||||||||
US Mine Corporation [Member] | ||||||||||
Maturity date, description | Maturity dates ranging from December 1, 2021 through February 1, 2022 | |||||||||
Purchases made during period, value | 34,264 | $ 34,264 | ||||||||
Services cost | 72,848 | 142,210 | ||||||||
Cash advances | 309,000 | 56,000 | 467,000 | 469,125 | ||||||
Convertible notes | 178,000 | 178,000 | ||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||||
Note payable interest rate percentage | 5.00% | |||||||||
Note principal amount | $ 1,000,000 | |||||||||
Debt instrument, conversion price | $ / shares | $ 0.16 | |||||||||
US Mine Corporation [Member] | Vendors and Creditors [Member] | ||||||||||
Payments for expenses | $ 8,178 | $ 23,403 | ||||||||
USMC [Member] | ||||||||||
Forgiveness of related party liabilities | $ 150,257 | |||||||||
USMC [Member] | Affiliates [Member] | ||||||||||
Interest expense | $ 2,219 | $ 5,704 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | |
Revenues [Member] | |||
Concentration risk percentage | 80.00% | 91.00% | |
Accounts Receivable [Member] | |||
Concentration risk percentage | 91.00% | 100.00% | |
Vendors [Member] | |||
Concentration risk percentage | 88.00% | 100.00% | |
Vendors [Member] | Two Supplier [Member] | Related Party [Member] | |||
Concentration risk percentage | 88.00% | 100.00% | |
Three Customers [Member] | Revenues [Member] | |||
Concentration risk percentage | 80.00% | ||
Four Customers [Member] | Revenues [Member] | |||
Concentration risk percentage | 91.00% | ||
Three Customers [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 91.00% | ||
Two Customers [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 100.00% | ||
Maximum [Member] | |||
FDIC on Cash | $ 250,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Schedule of Concentration of Credit Risk (Details) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | Nov. 30, 2019 | |
Revenues [Member] | |||
Concentration risk percentage | 80.00% | 91.00% | |
Revenues [Member] | Customer A [Member] | |||
Concentration risk percentage | 42.00% | 37.00% | |
Revenues [Member] | Customer B [Member] | |||
Concentration risk percentage | 20.00% | 24.00% | |
Revenues [Member] | Customer C [Member] | |||
Concentration risk percentage | 18.00% | 18.00% | |
Revenues [Member] | Customer D [Member] | |||
Concentration risk percentage | 12.00% | ||
Accounts Receivable [Member] | |||
Concentration risk percentage | 91.00% | 100.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration risk percentage | 38.00% | 66.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration risk percentage | 31.00% | 34.00% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration risk percentage | 22.00% | ||
Vendors [Member] | |||
Concentration risk percentage | 88.00% | 100.00% | |
Vendors [Member] | Vendor A, Related Party [Member] | |||
Concentration risk percentage | 78.00% | 88.00% | |
Vendors [Member] | Vendor B [Member] | |||
Concentration risk percentage | 10.00% | 12.00% |