Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2022 | Apr. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --11-30 | |
Entity File Number | 000-55517 | |
Entity Registrant Name | PUREBASE CORPORATION | |
Entity Central Index Key | 0001575858 | |
Entity Tax Identification Number | 27-2060863 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8631 State Highway 124 | |
Entity Address, City or Town | Ione | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95640 | |
City Area Code | (209) | |
Local Phone Number | 274-9143 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 239,122,406 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 10,765 | $ 132,309 |
Accounts receivable, net of allowances for uncollectables of $- and $18,277, respectively | 2,000 | 2,000 |
Prepaid expenses and other assets | 13,064 | 4,594 |
Total Current Assets | 25,829 | 138,903 |
Property and equipment, net | 620,000 | 620,000 |
Right of use asset | 11,374 | 15,639 |
Total Assets | 657,203 | 774,542 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 190,788 | 156,616 |
Settlement liability | 400,000 | 400,000 |
Lease liability | 11,778 | 16,095 |
Note payable to officer | 58,716 | 58,716 |
Due to affiliated entities | 849,343 | 729,059 |
Convertible notes payable - related party, net of discount of $- and $5,329, respectively | 1,000,000 | 994,671 |
Notes payable, related party | 25,000 | 25,000 |
Total Current Liabilities | 2,535,625 | 2,380,157 |
Convertible notes payable - related party, net of current portion, and net of discount of $- | 579,769 | 579,769 |
Total Liabilities | 3,115,394 | 2,959,926 |
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; 215,380,751 and 215,380,751 shares issued and outstanding, at February 28, 2022 and November 30, 2021, respectively | 144,977 | 144,977 |
Additional paid in capital | 29,680,601 | 18,730,863 |
Accumulated deficit | (32,283,769) | (21,061,224) |
Total Stockholders’ Deficit | (2,458,191) | (2,185,384) |
Total Liabilities and Stockholders’ Deficit | $ 657,203 | $ 774,542 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Allowances for uncollectables | $ 18,277 | |
Debt discount current | 5,329 | |
Debt discount non current | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 520,000,000 | 520,000,000 |
Common Stock, shares issued | 215,380,751 | 215,380,751 |
Common Stock, shares outstanding | 215,380,751 | 215,380,751 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | ||
Operating Expenses: | ||
Selling, general and administrative | 11,200,401 | 220,926 |
Product fulfillment | 3,252 | 2,114 |
Total Operating Expenses | 11,203,653 | 223,040 |
Loss From Operations | (11,203,653) | (223,040) |
Other Income (Expense): | ||
Other income | 2,007 | |
Interest expense | (20,898) | (14,960) |
Total Other Income (Expense) | (18,891) | (14,960) |
Net Loss | $ (11,222,544) | $ (238,000) |
Loss per Common Share - Basic and Diluted | $ (0.05) | $ 0 |
Weighted Average Shares Outstanding - Basic and Diluted | 215,380,751 | 214,950,741 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Nov. 30, 2020 | $ 144,547 | $ 11,307,806 | $ (12,754,027) | $ (1,301,674) | |
Beginning balance, shares at Nov. 30, 2020 | 214,950,741 | ||||
Stock based compensation - shares | 10,688 | 10,688 | |||
Net loss | (238,000) | (238,000) | |||
Ending balance, value at Feb. 28, 2021 | $ 144,547 | 11,318,494 | (12,992,027) | (1,528,986) | |
Ending balance, shares at Feb. 28, 2021 | 214,950,741 | ||||
Beginning balance, value at Nov. 30, 2021 | $ 144,977 | 18,730,863 | (21,061,224) | (2,185,384) | |
Beginning balance, shares at Nov. 30, 2021 | 215,380,751 | ||||
Stock based compensation - shares | 10,949,738 | 10,949,738 | |||
Net loss | (11,222,544) | (11,222,544) | |||
Ending balance, value at Feb. 28, 2022 | $ 144,977 | $ 29,680,601 | $ (32,283,769) | $ (2,458,191) | |
Ending balance, shares at Feb. 28, 2022 | 215,380,751 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (11,222,544) | $ (238,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 10,949,738 | 10,688 |
Loss on impairment of mineral rights | ||
Amortization of debt discount | 5,329 | 10,768 |
Settlement liability | ||
Non-cash effect of right of use asset | (52) | 293 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (8,470) | 1,688 |
Accounts payable and accrued expenses | 36,455 | (24,224) |
Net Cash Used In Operating Activities | (239,544) | (238,787) |
Net Cash Used In Investing Activities | ||
Cash Flows From Financing Activities: | ||
Advances from related parties | 118,000 | 242,077 |
Payments on notes due to officers | (5,600) | |
Net Cash Provided By Financing Activities | 118,000 | 236,477 |
Net Increase In Cash | (121,544) | (2,310) |
Cash - Beginning of Period | 132,309 | 7,450 |
Cash - End of Period | 10,765 | 5,140 |
Noncash investing and financing activities: | ||
Vendors paid for on behalf of the Company by USMC | (2,284) | |
Due to affiliates exchanged for convertible debt | $ 822,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | Note 1 – ORGANIZATION AND BUSINESS OPERATIONS Corporate History 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 the identification, acquisition, exploration, development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation in January 2015. The Company is headquartered in Ione, California. Business Overview The Company, through its two divisions, Purebase Ag and Purebase SCM, is engaged in the agricultural and construction-materials sectors. In the agricultural sector, the Company’s business is to develop specialized fertilizers, sun protectants, soil amendments, and bio-stimulants for organic and non-organic sustainable agriculture. In the construction sector, the Company’s focus since 2020 has been to develop and test a kaolin-based product that will help create a lower CO2-emitting concrete (through the use of high-quality supplementary cementitious materials (“SCM’s”.)) The Company is developing a SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction-materials sector. In the agricultural sector, the Company has developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used 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 is building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops. It is also involved in the early testing of soil amendment products based on humic and fulvic acids derived from leonardite. Other agricultural products are in the development stage. The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation, and a significant shareholder of the Company for the development and contract mining of industrial mineral and metal projects throughout North America, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and for product fulfillment. Exploration services 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. A. Scott Dockter and John Bremer are officers, directors, and owners of USMC. |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 3 Months Ended |
Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND LIQUIDITY | NOTE 2 – GOING CONCERN AND LIQUIDITY The accompanying unaudited condensed 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 February 28, 2022, the Company had a significant accumulated deficit of approximately $ 32,283,769 2,509,796 11,222,544 239,544 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. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing will provide the necessary funding for the Company to continue as a going concern. However, there currently are no arrangements or agreements for such financing and management cannot guarantee any potential debt or equity financing will be available, or if available, on favorable terms. 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 | 3 Months Ended |
Feb. 28, 2022 | |
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, 2021 in our Form 10-K filed on March 15, 2022 with the SEC. The results of the three months ended February 28, 2022 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2022. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and 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 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. 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 were no 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. The Company has determined that there was no 18,277 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. SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Equipment 3 5 Autos and trucks 5 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. The Company currently has $ 620,000 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 Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. There were no shipping and handling costs incurred during the three months ended February 28, 2022 and February 28, 2021. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 12,040 16,000 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 outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted 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 share of common stock for the three months ended February 28, 2022 and February 28, 2021. 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 stock: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Three Months Ended February 28, 2022 February 28, 2021 Convertible Notes 6,250,000 6,250,000 Stock Options 1,595,000 1,345,000 Total 7,815,000 7,595,000 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 Company’s Board of Directors (the “Board”) 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. Leases With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. Right-of-use (“ROU”) assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option. Leases in which our company is the lessee are comprised of corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease, with USMC, a related party, for 1,000 1,500 .67 In accordance with ASC 842, Leases 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 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 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 consolidated statements of operations. Recent Accounting Pronouncements All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
MINING RIGHTS
MINING RIGHTS | 3 Months Ended |
Feb. 28, 2022 | |
Extractive Industries [Abstract] | |
MINING RIGHTS | NOTE 4 – 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 15.5 2,500 200,000 7,503 Snow White Mine located in San Bernardino County, CA – Deposit On November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, USMC, a related party, assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 5 50,000 600,000 25,000 575,000 575,000 3,500 During the year ended November 30, 2017, USMC, agreed to offset the $ 75,000 650,000 On September 5, 2019, the Board approved the discontinuance of all mining and related activities at the Snow White project. The Company has no further obligation related to this project. On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $ 836,000 (the “Purchase Price”). The Purchase Price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022. (the “Closing Date”). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE Bayshore Capital Advisors, LLC On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10 25,000 6 The note was payable August 26, 2016 25,000 370 A. Scott Dockter – President and Chief Executive Officer On August 31, 2017, the Company issued a note in the amount of $ 197,096 6 58,716 869 1,868 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 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 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. On April 7, 2022, the December 1, 2019 note was amended to extend the maturity date to April 30, 2022 . Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $ 20,000 2,351 through such date, into 139,692 shares of the Company’s common stock. The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $ 20,000 815 2,365 250 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 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 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. On April 7, 2022, the January 1, 2020 note was amended to extend the maturity date to April 30, 2022 . Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $ 86,000 9,743 through such date, into 598,392 shares of the Company’s common stock. The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $ 32,250 1,412 3,971 1,060 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 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 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. On April 7, 2022, the February 1, 2020 note was amended to extend the maturity date to April 30, 2022 . Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $ 72,000 7,851 through such date, into 499,068 shares of the Company’s common stock. The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $ 36,000 3,103 4,432 900 December 1, 2020 On December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a convertible promissory note in the amount of $ 822,000 to USMC, with a maturity date of November 25, 2022 (“Tranche 4”). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $ 0.16 per share. Total interest expense on Tranche #4 was approximately $ 10,100 for the three months ended February 28, 2022 and February 28, 2021. On April 7, USMC converted the outstanding principal balance of $ 822,000 55,401 through such date, into 5,483,753 shares of the Company’s common stock. March 17, 2021 On March 17, 2021, in connection with the March 11, 2021, securities purchase agreement with USMC, a related party (see Note 10), the Company issued a convertible promissory note in the amount of $ 579,769 to USMC, with a maturity date of March 17, 2023 (“Tranche #5”). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $ 0.088 per share. Total interest expense on Tranche #5 was approximately $ 7,150 for the three months ended February 28, 2022. On April 7, USMC converted the outstanding principal balance of $ 579,769 30,656 through such date, into 6,936,656 shares of the Company’s common stock. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of February 28, 2022 As of November 30, 2021 Accounts payable $ 24,547 $ 2,647 Accrued interest – related party 147,522 126,806 Accrued compensation 18,719 27,163 Accounts payable and accrued expenses $ 190,788 $ 156,616 |
LEASES
LEASES | 3 Months Ended |
Feb. 28, 2022 | |
Leases | |
LEASES | NOTE 7 – LEASES The following table presents net lease cost and other supplemental lease information: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Three Months Ended February 28, 2022 Three Months Ended February 28, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 4,500 $ 4,500 Short term lease cost - - Sublease income - - Net lease cost $ 4,500 $ 4,500 Operating lease – operating cash flows (fixed payments) $ 4,500 $ 4,500 Operating lease – operating cash flows (liability reduction) $ 4,317 $ 4,107 Non-current leases – right of use assets $ 11,374 $ 28,434 Current liabilities – operating lease liabilities $ 11,778 $ 15,504 Non-current liabilities – operating lease liabilities $ - $ 13,223 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended February 28, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year Operating Leases Remainder of 2022 $ 12,000 Total future minimum lease payments 12,000 Amount representing interest (222 ) Present value of net future minimum lease payments $ 11,778 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Feb. 28, 2022 | |
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. (See Note 10). Mineral Properties The Company’s mineral rights require various annual lease payments (See Note 4). Legal Matters On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $ 600,000 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 On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) 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 Contractual Matters On November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC provides 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 Board 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). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Feb. 28, 2022 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | Note 9 – STOCK-BASED COMPENSATION 2017 Equity Incentive Plan On November 10, 2017 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 10,000,000 50,000 The Company has also granted options to purchase an aggregate of 500,000 The Company did not grant stock options during the three months ended February 28, 2022 and February 28, 2021. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Shares Exercise Price Outstanding at November 30, 2021 117,795,000 $ 0.39 Granted - - Exercised - - Expired or cancelled - - Outstanding at February 28, 2022 117,795,000 0.39 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at February 28, 2022: SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 400,000 2.39 $ 0.099 400,000 0.10 645,000 3.54 0.10 645,000 0.12 50,000 6.57 0.12 50,000 0.36 200,000 4.45 0.36 - 0.38 116,000,000 6.59 0.38 - 3.00 500,000 4.01 3.00 500,000 117,795,000 6.55 $ 0.39 1,595,000 The compensation expense attributed to the issuance of the options is recognized as they are vested. The stock options granted under the Option Plan are exercisable for ten years three years Total compensation expense related to the options was $ 10,949,738 10,687 21,865,966 The aggregate intrinsic value totaled $ 14,313,350 0.51 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Feb. 28, 2022 | |
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 6% 10% August 26, 2016 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 provides various technical evaluations and mine development services to the Company. During the three months ended February 28, 2022 and 2021, the Company did not make any purchased from USMC. No services were rendered by USMC for the three months ended February, 2022 and 2021. In addition, during the three months ended February 28, 2022 and 2021, USMC paid $ 2,284 0 118,000 242,077 849,343 729,059 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 28, 2022, USMC has purchased notes totaling $ 1,000,000 with maturity dates ranging from December 1, 2021, through November 25, 2022 (see Note 5). Interest expense on these notes totaled $ 12,329 for the three months ended February 28, 2022 and 2021, and is recorded as part of accrued expenses on the consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates of all such notes to April 30, 2022. Thereafter, on April 7, 2022, USMC converted the aggregate outstanding principal balance of $ 1,000,000 75,346 through such date, into 6,720,906 shares of the Company’s common stock. On November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $ 2,000,000 of the Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $ 0.088 per share. As of February 28, 2022, USMC has purchased notes totaling $ 1,579,769 with a maturity date of March 17, 2023 (see Note 5). Interest expense on these notes totaled $ 19,477 for the three months ended February 28, 2022 and is recorded as part of accrued expenses on the consolidated balance sheets. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, the Company issued a convertible promissory note in the amount of $ 884,492 .28 to USMC, with a maturity date of March 14, 2024 . The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the Holder, at a conversion price of $ 0.088 per share. On April 7, 2022 USMC converted the aggregate outstanding principal balance of $ 1,464,337 33,564 through such date, into 17,020,749 shares of the Company’s common stock. On April 7, 2022, the Company entered into a securities purchase agreement with USMC, effective March 23, 2022, pursuant to which USMC may purchase up to $ 1,000,000 5 0.39 The outstanding balance due on the above notes to USMC was $ 1,579,769 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 $ 25 145 5 US Mine LLC On May 27, 2021, the Company entered into the Extraction Agreement with US Mine LLC, pursuant to which the Company acquired the right to extract up to 100,000,000 of certain raw clay materials. The Extraction Agreement is effective until 100,000,000 tons of material are extracted. As compensation for such right the Company issued a ten-year convertible promissory note in the principal amount of $ 50,000,000 2.5% 0.43 The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date 5.00 On October 6, 2021, and prior to consummation of activities under the Extraction Agreement, the Company and US Mine executed an amendment to the Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the Note was cancelled and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $ 0.38 per share until April 6, 2028, was issued to US Mine LLC as compensation. Shares subject to the option vest as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. For the three months ended February 28, 2022 the Company expensed $ 10,917,826 in stock-based compensation expense related to the issuance of the option on October 16, 2021 to US Mine LLC under the extraction agreement. Leases On October 1, 2020 the Company entered into a two-year lease agreement 1,500 Transactions with Officers On August 31, 2017, the Company issued a note in the amount of $ 197,096 6% 58,716 869 1,868 |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Feb. 28, 2022 | |
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 Revenues The Company had no revenue for the three months ended February 28, 2022 and 2021. Accounts Receivable One customer accounted for 100 Vendors SCHEDULE OF CONCENTRATION OF CREDIT RISK Four suppliers accounted for 70% Vendor A 22 % Vendor B 18 % Vendor C 16 % Vendor D 14 % Two suppliers accounted for 88% Vendor A, a related party 75 % Vendor B 13 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Conversion of Related Party Notes 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 28, 2022, USMC has purchased notes totaling $ 1,000,000 with maturity dates ranging from December 1, 2021, through November 25, 2022 (see Note 5). Interest expense on these notes totaled $ 12,329 for the three months ended February 28, 2022 and 2021, and is recorded as part of accrued expenses on the consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates to April 30, 2022. Thereafter, on April 7, 2022, USMC agreed to convert the principal balance of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest totaling $ 75,346 through such date, into 6,720,906 shares of the Company’s common stock. On November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $ 2,000,000 of the Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $ 0.088 per share. As of February 28, 2022, USMC has purchased notes totaling $ 1,579,769 with a maturity date of March 17, 2023 (see Note 5). Interest expense on these notes totaled $ 19,477 for the three months ended February 28, 2022 and is recorded as part of accrued expenses on the consolidated balance sheets. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, (see Note 10), the Company issued a convertible promissory note in the amount of $ 884,492 .28 to USMC, with a maturity date of March 14, 2024 . The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the Holder, at a conversion price of $ 0.088 per share. On April 7, 2022, USMC agreed to convert the principal balance of the November 25, 2020, note, plus accrued interest totaling $ 33,564 through such date, into 17,020,749 shares of the Company’s common stock. On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $ 836,000 5 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2022 | |
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, 2021 in our Form 10-K filed on March 15, 2022 with the SEC. The results of the three months ended February 28, 2022 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2022. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and 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 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. |
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 were no |
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. The Company has determined that there was no 18,277 |
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. SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Equipment 3 5 Autos and trucks 5 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. The Company currently has $ 620,000 |
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 |
Shipping and Handling | Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. There were no shipping and handling costs incurred during the three months ended February 28, 2022 and February 28, 2021. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 12,040 16,000 |
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 outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted 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 share of common stock for the three months ended February 28, 2022 and February 28, 2021. 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 stock: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Three Months Ended February 28, 2022 February 28, 2021 Convertible Notes 6,250,000 6,250,000 Stock Options 1,595,000 1,345,000 Total 7,815,000 7,595,000 |
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 Company’s Board of Directors (the “Board”) 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. |
Leases | Leases With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. Right-of-use (“ROU”) assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option. Leases in which our company is the lessee are comprised of corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease, with USMC, a related party, for 1,000 1,500 .67 In accordance with ASC 842, Leases |
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 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 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 consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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) | 3 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Equipment 3 5 Autos and trucks 5 |
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 stock: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Three Months Ended February 28, 2022 February 28, 2021 Convertible Notes 6,250,000 6,250,000 Stock Options 1,595,000 1,345,000 Total 7,815,000 7,595,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of February 28, 2022 As of November 30, 2021 Accounts payable $ 24,547 $ 2,647 Accrued interest – related party 147,522 126,806 Accrued compensation 18,719 27,163 Accounts payable and accrued expenses $ 190,788 $ 156,616 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Leases | |
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION | The following table presents net lease cost and other supplemental lease information: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Three Months Ended February 28, 2022 Three Months Ended February 28, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 4,500 $ 4,500 Short term lease cost - - Sublease income - - Net lease cost $ 4,500 $ 4,500 Operating lease – operating cash flows (fixed payments) $ 4,500 $ 4,500 Operating lease – operating cash flows (liability reduction) $ 4,317 $ 4,107 Non-current leases – right of use assets $ 11,374 $ 28,434 Current liabilities – operating lease liabilities $ 11,778 $ 15,504 Non-current liabilities – operating lease liabilities $ - $ 13,223 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended February 28, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year Operating Leases Remainder of 2022 $ 12,000 Total future minimum lease payments 12,000 Amount representing interest (222 ) Present value of net future minimum lease payments $ 11,778 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Compensation Related Costs [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Shares Exercise Price Outstanding at November 30, 2021 117,795,000 $ 0.39 Granted - - Exercised - - Expired or cancelled - - Outstanding at February 28, 2022 117,795,000 0.39 |
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 February 28, 2022: SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 400,000 2.39 $ 0.099 400,000 0.10 645,000 3.54 0.10 645,000 0.12 50,000 6.57 0.12 50,000 0.36 200,000 4.45 0.36 - 0.38 116,000,000 6.59 0.38 - 3.00 500,000 4.01 3.00 500,000 117,795,000 6.55 $ 0.39 1,595,000 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 3 Months Ended |
Feb. 28, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF CREDIT RISK | Vendors SCHEDULE OF CONCENTRATION OF CREDIT RISK Four suppliers accounted for 70% Vendor A 22 % Vendor B 18 % Vendor C 16 % Vendor D 14 % Two suppliers accounted for 88% Vendor A, a related party 75 % Vendor B 13 % |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 32,283,769 | $ 21,061,224 | |
Working capital deficit | 2,509,796 | ||
Net income loss | 11,222,544 | $ 238,000 | |
Cash flows from operations | $ 239,544 | $ 238,787 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT (Details) | 3 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Property, Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Autos and Trucks [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
SCHEDULE OF OUTSTANDING SHARES
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 7,815,000 | 7,595,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 6,250,000 | 6,250,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,595,000 | 1,345,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |||
Feb. 28, 2022USD ($)ft² | Feb. 28, 2021USD ($) | Nov. 30, 2021USD ($) | May 01, 2020USD ($) | |
Accounting Policies [Abstract] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Allowance for doubtful accounts receivable | 18,277 | |||
Property and equipment, net | 620,000 | $ 620,000 | $ 620,000 | |
Impairment of long-lived assets | 0 | $ 0 | ||
Advertising and marketing expenses | $ 12,040 | $ 16,000 | ||
Area of land | ft² | 1,000 | |||
Payments for rent | $ 1,500 | |||
Weighted average term | 8 months 1 day |
MINING RIGHTS (Details Narrativ
MINING RIGHTS (Details Narrative) | Apr. 01, 2020USD ($) | Oct. 15, 2015USD ($) | Dec. 01, 2014USD ($)aPlacer | Feb. 28, 2022USD ($)aft² | Nov. 30, 2017USD ($) | Nov. 30, 2020USD ($) |
Reserve Quantities [Line Items] | ||||||
Acres of land | ft² | 1,000 | |||||
Snow White Pozzolan Mine [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Purchase mining properties | $ 836,000 | |||||
[custom:PurchasePriceDescription] | The Purchase Price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022. | |||||
Bureau of Land Management [Member] | Esmeralda County NV [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Acres of land | a | 2,500 | |||||
Bureau of Land Management [Member] | Esmeralda County NV [Member] | Potassium/Sulfur Deposit [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Acres of land | a | 15.5 | |||||
Carrying cost | $ 200,000 | |||||
Lease payment | $ 7,503 | |||||
Bureau of Land Management [Member] | California, San Bernardino [Member] | Snow White Mine [Member] | US Mining and Minerals Corp [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Purchase mining properties | $ 650,000 | |||||
Bureau of Land Management [Member] | California, San Bernardino [Member] | Snow White Mine [Member] | Purchase Agreement [Member] | US Mining and Minerals Corp [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Acres of land | a | 280 | |||||
Number of placer mining claim | Placer | 5 | |||||
Escrow deposit | $ 50,000 | |||||
Payments of additional escrow deposit | 600,000 | |||||
Payment for extend to close purchase agreement | $ 25,000 | |||||
Purchase mining properties | $ 75,000 | |||||
Bureau of Land Management [Member] | California, San Bernardino [Member] | Snow White Mine [Member] | Purchase Agreement [Member] | US Mining and Minerals Corp [Member] | Mr. John Bremer [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Payment for purchased property | $ 575,000 | |||||
Royalty payment | $ 3,500 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 07, 2022 | Mar. 17, 2021 | Dec. 02, 2020 | Feb. 02, 2020 | Jan. 01, 2020 | Dec. 02, 2019 | Feb. 26, 2016 | Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 | Apr. 02, 2020 | Aug. 31, 2017 |
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||
Amortization of debt discount | $ 5,329 | $ 10,768 | ||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Amortization of debt discount | 815 | 2,365 | ||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #1 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Debt maturity date | Dec. 31, 2021 | |||||||||||
Interest expenses | 250 | 250 | ||||||||||
Debt principal amount | $ 20,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||||||||||
Beneficial conversion feature | $ 20,000 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #1 [Member] | Subsequent Event [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||
Debt principal amount | $ 20,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,351 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #1 [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 139,692 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #2 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Debt maturity date | Jan. 1, 2022 | |||||||||||
Interest expenses | 1,060 | 1,060 | ||||||||||
Debt principal amount | $ 86,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||||||||||
Beneficial conversion feature | $ 32,250 | |||||||||||
Amortization of debt discount | 1,412 | 3,971 | ||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #2 [Member] | Subsequent Event [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||
Debt principal amount | $ 86,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 9,743 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #2 [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 598,392 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #3 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Debt maturity date | Feb. 1, 2022 | |||||||||||
Interest expenses | 900 | 900 | ||||||||||
Debt principal amount | $ 72,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||||||||||
Beneficial conversion feature | $ 36,000 | |||||||||||
Amortization of debt discount | 3,103 | 4,432 | ||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #3 [Member] | Subsequent Event [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||
Debt principal amount | $ 72,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,851 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #3 [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 499,068 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #4 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Debt maturity date | Nov. 25, 2022 | |||||||||||
Interest expenses | 10,100 | |||||||||||
Debt principal amount | $ 822,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #4 [Member] | Subsequent Event [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt principal amount | $ 822,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 55,401 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #4 [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,483,753 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #5 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||
Debt maturity date | Mar. 17, 2023 | |||||||||||
Interest expenses | 7,150 | |||||||||||
Debt principal amount | $ 579,769 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.088 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #5 [Member] | Subsequent Event [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt principal amount | $ 579,769 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 30,656 | |||||||||||
Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member] | Tranche #5 [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,936,656 | |||||||||||
A. Scott Dockter [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Note payable balance | 58,716 | $ 58,716 | ||||||||||
Simple interest at an annual rate | 6.00% | |||||||||||
Interest expenses | 869 | 1,868 | ||||||||||
Debt principal amount | $ 197,096 | |||||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Ownership percentage | 10.00% | |||||||||||
Note payable balance | $ 25,000 | 25,000 | $ 25,000 | |||||||||
Simple interest at an annual rate | 6.00% | |||||||||||
Maturity date, description | The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at February 28, 2022. | |||||||||||
Debt maturity date | Aug. 26, 2016 | |||||||||||
Interest expenses | $ 370 | $ 370 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 24,547 | $ 2,647 |
Accrued interest – related party | 147,522 | 126,806 |
Accrued compensation | 18,719 | 27,163 |
Accounts payable and accrued expenses | $ 190,788 | $ 156,616 |
SCHEDULE OF LEASE COST AND OTHE
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2021 | |
Leases | |||
Operating lease cost (cost resulting from lease payments) | $ 4,500 | $ 4,500 | |
Short term lease cost | |||
Sublease income | |||
Net lease cost | 4,500 | 4,500 | |
Operating Lease, Payments | 4,500 | 4,500 | |
Operating lease - operating cash flows (liability reduction) | 4,317 | 4,107 | |
Non-current leases - right of use assets | 11,374 | 28,434 | $ 15,639 |
Current liabilities - operating lease liabilities | 11,778 | 15,504 | $ 16,095 |
Non-current liabilities - operating lease liabilities | $ 13,223 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Feb. 28, 2022USD ($) |
Leases | |
2022 | $ 12,000 |
Total future minimum lease payments | 12,000 |
Amount representing interest | (222) |
Present value of net future minimum lease payments | $ 11,778 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 08, 2020 | Mar. 29, 2019 | Jan. 11, 2019 |
Superior Soils Supplements LLC [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Claims sought value | $ 300,000 | ||
Chief Financial Officer, Al Calvanico [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Claims sought value | $ 600,000 | ||
Vice President Hurtado [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Claims sought value | $ 100,000,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended |
Feb. 28, 2022$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Outstanding Options | shares | 117,795,000 |
Weighted- Average Exercise Price | $ / shares | $ 0.39 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Expired or Cancelled | shares | |
Weighted Average Exercise Price, Expired or Cancelled | $ / shares | |
Outstanding Options | shares | 117,795,000 |
Weighted- Average Exercise Price | $ / shares | $ 0.39 |
SCHEDULE OF STOCK OPTION SHARES
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 3 Months Ended | |
Feb. 28, 2022 | Nov. 30, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Outstanding Options | 117,795,000 | 117,795,000 |
Weighted- Average Remaining Life in Years | 6 years 6 months 18 days | |
Weighted- Average Exercise Price | $ 0.39 | $ 0.39 |
Number Exercisable | 1,595,000 | |
Exercise Price One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.099 | |
Outstanding Options | 400,000 | |
Weighted- Average Remaining Life in Years | 2 years 4 months 20 days | |
Weighted- Average Exercise Price | $ 0.099 | |
Number Exercisable | 400,000 | |
Exercise Price Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.10 | |
Outstanding Options | 645,000 | |
Weighted- Average Remaining Life in Years | 3 years 6 months 14 days | |
Weighted- Average Exercise Price | $ 0.10 | |
Number Exercisable | 645,000 | |
Exercise Price Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.12 | |
Outstanding Options | 50,000 | |
Weighted- Average Remaining Life in Years | 6 years 6 months 25 days | |
Weighted- Average Exercise Price | $ 0.12 | |
Number Exercisable | 50,000 | |
Exercise Price Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.36 | |
Outstanding Options | 200,000 | |
Weighted- Average Remaining Life in Years | 4 years 5 months 12 days | |
Weighted- Average Exercise Price | $ 0.36 | |
Number Exercisable | ||
Exercise Price Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.38 | |
Outstanding Options | 116,000,000 | |
Weighted- Average Remaining Life in Years | 6 years 7 months 2 days | |
Weighted- Average Exercise Price | $ 0.38 | |
Number Exercisable | ||
Exercise Price Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 3 | |
Outstanding Options | 500,000 | |
Weighted- Average Remaining Life in Years | 4 years 3 days | |
Weighted- Average Exercise Price | $ 3 | |
Number Exercisable | 500,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Nov. 10, 2017 | Feb. 28, 2022 | Feb. 28, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock options granted during period | |||
Stock option exercisable term | 10 years | ||
Stock option vesting term | 3 years | ||
Compensation expense | $ 10,949,738 | $ 10,688 | |
Director [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Share based compensation, aggregate intrinsic value | $ 14,313,350 | ||
Fair value of common stock | $ 0.51 | ||
Equity Option [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Compensation expense | $ 10,949,738 | $ 10,687 | |
Future compensation cost related to non-vested stock options | $ 21,865,966 | ||
Employment Contracts [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock options granted during period | 500,000 | ||
2017 Equity Incentve Plan [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 10,000,000 | ||
Stock options granted during period | 50,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 07, 2022 | Mar. 14, 2022 | Oct. 06, 2021 | May 27, 2021 | Oct. 02, 2020 | Apr. 22, 2020 | Feb. 26, 2016 | Feb. 28, 2022 | Feb. 28, 2021 | Apr. 06, 2023 | Oct. 06, 2022 | Apr. 06, 2022 | Nov. 30, 2021 | Nov. 25, 2020 | Apr. 02, 2020 | Sep. 26, 2019 | Aug. 31, 2017 |
Simple interest at an annual rate | 5.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 10,949,738 | $ 10,688 | ||||||||||||||||
Arthur Scott Dockter [Member] | ||||||||||||||||||
Note payable balance | 58,716 | $ 58,716 | ||||||||||||||||
Simple interest at an annual rate | 6.00% | |||||||||||||||||
Debt issued amount | $ 197,096 | |||||||||||||||||
Interest expenses | 869 | 1,868 | ||||||||||||||||
Four Convertible Promissory Notes [Member] | Subsequent Event [Member] | US Mining and Minerals Corp [Member] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 75,346 | $ 75,346 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,720,906 | 6,720,906 | ||||||||||||||||
Two Convertible Promissory Notes [Member] | Subsequent Event [Member] | US Mining and Minerals Corp [Member] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 33,564 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 17,020,749 | |||||||||||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||||||||||
Note payable balance | $ 25,000 | 25,000 | 25,000 | |||||||||||||||
Simple interest at an annual rate | 6.00% | |||||||||||||||||
Ownership percentage | 10.00% | |||||||||||||||||
Debt maturity date | Aug. 26, 2016 | |||||||||||||||||
Debt Instrument, Maturity Date, Description | The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at February 28, 2022. | |||||||||||||||||
Interest expenses | 370 | 370 | ||||||||||||||||
US Mine Corporation [Member] | ||||||||||||||||||
Payments for expenses | 2,284 | 0 | ||||||||||||||||
Cash advances | 118,000 | 242,077 | ||||||||||||||||
Due to related parties | 849,343 | 729,059 | ||||||||||||||||
Outstanding notes payable | 1,579,769 | $ 1,579,769 | ||||||||||||||||
Lessor, Operating Lease, Term of Contract | two-year lease agreement | |||||||||||||||||
Operating lease monthly rent expense | $ 1,500 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||||||||
Debt issued amount | $ 1,000,000 | |||||||||||||||||
Conversion price | $ 0.16 | |||||||||||||||||
Convertible Debt | $ 1,000,000 | |||||||||||||||||
Debt Instrument, Maturity Date, Description | December 1, 2021, through November 25, 2022 | |||||||||||||||||
Interest expenses | $ 12,329 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||
Debt issued amount | $ 1,000,000 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||||||||
Conversion price | $ 0.39 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||
Debt issued amount | $ 1,000,000 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Four Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Convertible Debt | 1,000,000 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Promissory Notes [Member] | ||||||||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||||||||
Debt issued amount | $ 2,000,000 | |||||||||||||||||
Conversion price | $ 0.088 | |||||||||||||||||
Convertible Debt | $ 1,579,769 | |||||||||||||||||
Debt Instrument, Maturity Date, Description | March 17, 2023 | |||||||||||||||||
Interest expenses | $ 19,477 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||
Debt issued amount | $ 2,000,000 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Simple interest at an annual rate | 5.00% | |||||||||||||||||
Debt maturity date | Mar. 14, 2024 | |||||||||||||||||
Debt issued amount | $ 884,492 | |||||||||||||||||
Conversion price | $ 0.088 | |||||||||||||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Two Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Convertible Debt | $ 1,464,337 | |||||||||||||||||
US Mine Corporation [Member] | Material Supply Agreement [Member] | Kaolin Clay for Supplementary Cementitious Materials [Member] | ||||||||||||||||||
Payments to materials and products for agriculture, per ton | $ 25 | |||||||||||||||||
US Mine Corporation [Member] | Material Supply Agreement [Member] | Bagged Products for Clay [Member] | ||||||||||||||||||
Payments to materials and products for agriculture, per ton | 145 | |||||||||||||||||
Royalty fee, per ton | $ 5 | |||||||||||||||||
US Mine, LLC [Member] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 10,917,826 | |||||||||||||||||
US Mine, LLC [Member] | Materials Extraction Agreement [Member] | ||||||||||||||||||
Note payable balance | $ 50,000,000 | |||||||||||||||||
Simple interest at an annual rate | 2.50% | |||||||||||||||||
Conversion price | $ 0.43 | |||||||||||||||||
Royalty fee, per ton | $ 5 | |||||||||||||||||
Debt conversion description | The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 116,000,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.38 | |||||||||||||||||
US Mine, LLC [Member] | Materials Extraction Agreement [Member] | Forecast [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 29,000,000 | 29,000,000 | 58,000,000 |
SCHEDULE OF CONCENTRATION OF CR
SCHEDULE OF CONCENTRATION OF CREDIT RISK (Details) - Accounts Payable [Member] - Supplier Concentration Risk [Member] | 3 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Nov. 30, 2021 | |
Vendor A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.00% | 75.00% |
Vendor B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | 13.00% |
Vendor C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.00% | |
Vendor D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Nov. 30, 2021 | Nov. 30, 2021 | |
One Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100.00% | 100.00% | |
Four Suppliers [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 70.00% | ||
Two Suppliers [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 88.00% | ||
Maximum [Member] | |||
Concentration Risk [Line Items] | |||
FDIC on Cash | $ 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 07, 2022 | Mar. 14, 2022 | Apr. 02, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Nov. 25, 2020 | Sep. 26, 2019 |
Subsequent Event [Line Items] | ||||||||
Interest rate | 5.00% | |||||||
Four Convertible Promissory Notes [Member] | Subsequent Event [Member] | US Mining and Minerals Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 75,346 | $ 75,346 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,720,906 | 6,720,906 | ||||||
Two Convertible Promissory Notes [Member] | Subsequent Event [Member] | US Mining and Minerals Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 33,564 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 17,020,749 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Interest rate | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||||||
Convertible Debt | $ 1,000,000 | |||||||
Debt Instrument, Maturity Date, Description | December 1, 2021, through November 25, 2022 | |||||||
Interest Expense | $ 12,329 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.39 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Convertible Promissory Notes [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Four Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Debt | 1,000,000 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||
Interest rate | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.088 | |||||||
Convertible Debt | $ 1,579,769 | |||||||
Debt Instrument, Maturity Date, Description | March 17, 2023 | |||||||
Interest Expense | $ 19,477 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Unsecured Promissory Notes [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 884,492 | |||||||
Interest rate | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.088 | |||||||
Debt Instrument, Maturity Date | Mar. 14, 2024 | |||||||
Securities Purchase Agreement [Member] | US Mine Corporation [Member] | Two Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Debt | $ 1,464,337 | |||||||
Purchase and Sale Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase of property | $ 836,000 |