Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2021 | Oct. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Purebase Corporation, a Nevada corporation (the “Company”), is filing this Amendment No. 1 to Form 10-Q/A (the “Amended 10-Q”) to amend the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2021 (the “Original 10-Q”), solely to amend certain disclosures related to a promissory note the Company issued to U.S. Mine, LLC, a related party, on May 27, 2021, which was retroactively rescinded, ab initio, on October 6, 2021. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 215,380,751 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 12,777 | $ 7,450 |
Accounts receivable, net of allowances for uncollectables of $18,277 | 371,200 | 2,500 |
Prepaid expenses and other assets | 6,314 | 5,390 |
Total Current Assets | 390,291 | 15,340 |
Property and equipment, net | 620,000 | 620,000 |
Right of use asset | 19,904 | |
Total Assets | 1,030,195 | 635,340 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 171,225 | 164,040 |
Settlement liability | 400,000 | 400,000 |
Lease liability | 17,377 | |
Note payable to officer | 88,716 | 127,816 |
Due to affiliated entities | 691,000 | 1,091,158 |
Convertible notes payable - related party, net of discount of $16,217 | 161,783 | |
Notes payable, related party | 25,000 | 25,000 |
Total Current Liabilities | 1,555,101 | 1,808,014 |
Lease liability, net of current portion | 2,981 | |
Convertible notes payable - related party, net of current portion, and net of discount of $- and $49,000, respectively | 1,401,769 | 129,000 |
Total Liabilities | 2,959,851 | 1,937,014 |
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; 215,380,741 shares issued and outstanding, at August 31, 2021 and November 30, 2020, respectively | 144,977 | 144,547 |
Additional paid in capital | 11,405,802 | 11,307,806 |
Accumulated deficit | (13,480,435) | (12,754,027) |
Total Stockholders’ Deficit | (1,929,656) | (1,301,674) |
Total Liabilities and Stockholders’ Deficit | $ 1,030,195 | $ 635,340 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances for uncollectables | $ 18,277 | $ 18,277 |
Debt discount current | 16,217 | 16,217 |
Debt discount non current | $ 49,000 | |
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 | 215,380,741 | 215,380,741 |
Common Stock, shares outstanding | 215,380,741 | 215,380,741 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 338,700 | $ 169,980 | $ 368,700 | $ 176,109 |
Operating Expenses: | ||||
Selling, general and administrative | 293,293 | 405,291 | 927,080 | 760,725 |
Product fulfillment | 85,343 | 34,751 | 103,051 | 39,945 |
Total Operating Expenses | 378,636 | 440,042 | 1,030,131 | 800,670 |
Loss From Operations | (39,936) | (270,062) | (661,431) | (624,561) |
Other Income (Expense): | ||||
Other income | 3,856 | 23,200 | 3,856 | |
Interest expense, net | (42,129) | (4,554) | (88,177) | 1,487 |
Total Other Income (Expense) | (42,129) | (698) | (64,977) | 5,343 |
Net Loss | $ (82,065) | $ (270,760) | $ (726,408) | $ (619,218) |
Loss per Common Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Shares Outstanding - Basic and Diluted | 215,380,741 | 214,782,609 | 215,105,759 | 210,687,237 |
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 at Nov. 30, 2019 | $ 138,247 | $ 10,364,990 | $ (11,248,870) | $ (745,633) | |
Beginning balance, shares at Nov. 30, 2019 | 208,650,741 | ||||
Forgiveness of related party liabilities | 150,257 | 150,257 | |||
Beneficial conversion feature on convertible debt | 88,250 | 88,250 | |||
Net loss | (156,412) | (156,412) | |||
Ending balance at Feb. 29, 2020 | $ 138,247 | 10,603,497 | (11,405,282) | (663,538) | |
Ending balance, shares at Feb. 29, 2020 | 208,650,741 | ||||
Beginning balance at Nov. 30, 2019 | $ 138,247 | 10,364,990 | (11,248,870) | (745,633) | |
Beginning balance, shares at Nov. 30, 2019 | 208,650,741 | ||||
Net loss | (619,218) | ||||
Ending balance at Aug. 31, 2020 | $ 144,447 | 11,263,241 | (11,868,088) | (460,400) | |
Ending balance, shares at Aug. 31, 2020 | 214,850,741 | ||||
Beginning balance at Feb. 29, 2020 | $ 138,247 | 10,603,497 | (11,405,282) | (663,538) | |
Beginning balance, shares at Feb. 29, 2020 | 208,650,741 | ||||
Stock based compensation - options | 30,335 | 30,335 | |||
Net loss | (192,046) | (192,046) | |||
Ending balance at May. 31, 2020 | $ 138,247 | 10,633,832 | (11,597,328) | (825,249) | |
Ending balance, shares at May. 31, 2020 | 208,650,741 | ||||
Stock based compensation - options | 15,609 | 15,609 | |||
Common shares issued in Quove asset purchase | $ 6,200 | 613,800 | 620,000 | ||
Common shares issued in Quove asset purchase, shares | 6,200,000 | ||||
Net loss | (270,760) | (270,760) | |||
Ending balance at Aug. 31, 2020 | $ 144,447 | 11,263,241 | (11,868,088) | (460,400) | |
Ending balance, shares at Aug. 31, 2020 | 214,850,741 | ||||
Beginning balance 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 - options | 10,688 | 10,688 | |||
Net loss | (238,000) | (238,000) | |||
Ending balance 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 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 | ||||
Net loss | (726,408) | ||||
Ending balance at Aug. 31, 2021 | $ 144,977 | 11,405,802 | (13,480,435) | (1,929,656) | |
Ending balance, shares at Aug. 31, 2021 | 215,380,741 | ||||
Beginning balance at Feb. 28, 2021 | $ 144,547 | 11,318,494 | (12,992,027) | (1,528,986) | |
Beginning balance, shares at Feb. 28, 2021 | 214,950,741 | ||||
Stock based compensation - options | 44,148 | 44,148 | |||
Stock based compensation - shares | $ 430 | 24,245 | 24,675 | ||
Stock based compensation - shares, shares | 430,000 | ||||
Net loss | (406,343) | (406,343) | |||
Ending balance at May. 31, 2021 | $ 144,977 | 11,386,887 | (13,398,370) | (1,866,506) | |
Ending balance, shares at May. 31, 2021 | 215,380,741 | ||||
Stock based compensation - options | 5,078 | 5,078 | |||
Stock based compensation - shares | 13,837 | 13,837 | |||
Stock based compensation - shares, shares | |||||
Net loss | (82,065) | (82,065) | |||
Ending balance at Aug. 31, 2021 | $ 144,977 | $ 11,405,802 | $ (13,480,435) | $ (1,929,656) | |
Ending balance, shares at Aug. 31, 2021 | 215,380,741 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (726,408) | $ (619,218) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for Doubtful Accounts | 7,140 | |
Depreciation | 772 | |
Stock based compensation | 98,426 | 45,944 |
Amortization of debt discount | 32,783 | 28,362 |
Settlement liability | 5,976 | |
Non-cash effect of right of use asset | 454 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (368,700) | (81,066) |
Prepaid expenses and other current assets | (924) | (53,625) |
Accounts payable and accrued expenses | 29,335 | 20,791 |
Net Cash Used In Operating Activities | (935,034) | (644,924) |
Cash Flows From Financing Activities: | ||
Advances from related parties | 979,461 | 472,039 |
Proceeds from convertible notes payable - related party | 178,000 | |
Payments on notes due to officers | (39,100) | (4,780) |
Net Cash Provided By Financing Activities | 940,361 | 645,259 |
Net Increase In Cash | 5,327 | 335 |
Cash - Beginning of Period | 7,450 | 8,400 |
Cash - End of Period | 12,777 | 8,735 |
Supplemental Cash Flow Information: | ||
Interest paid | 4,383 | |
Income taxes paid | ||
Noncash investing and financing activities: | ||
Forgiveness of accounts payable due to USMC | 150,257 | |
Vendors paid for on behalf of the Company by USMC | 22,150 | |
Due to affiliates exchanged for convertible debt | 1,401,769 | |
Purchase of assets from Quove Corporation | $ 620,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | Note 1 – ORGANIZATION AND BUSINESS OPERATIONS Corporate History The Company was incorporated in the State of Nevada March 2, 2010 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 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 | 9 Months Ended |
Aug. 31, 2021 | |
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 August 31, 2021, the Company had a significant accumulated deficit of approximately $ 13,480 1,165,000 661 935 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 | 9 Months Ended |
Aug. 31, 2021 | |
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, 2020, in our Annual Report on Form 10-K filed on March 16, 2021, with the SEC. The results (unaudited) of the three and nine months ended August 31, 2021, are not necessarily indicative of the results to be expected for the full year ended November 30, 2021. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“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 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. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenue Revenue consists of the following by product offering for the nine months ended August 31, 2021: SCHEDULE OF DISAGGREGATED REVENUE Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ - $ 144,750 $ 223,950 $ 368,700 Revenue consists of the following by product offering for the nine months ended August 31, 2020: Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ 8,029 $ 133,220 $ 34,860 $ 176,109 Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no Accounts Receivable The Company periodically assesses its accounts receivable and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. At August 31, 2021, and November 30, 2020, the Company has determined that an allowance of $ 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. Useful lives by asset category are as follows: 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 carrying amount to the forecasted undiscounted net cash flows from the operation to which the assets relate. If an operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down to their 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 Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 54,031 5,913 12,031 3,861 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 common share for the three and nine months ended August 31, 2021 and 2020. The following table summarizes the securities that were excluded from the diluted earnings per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Nine Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 Three Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 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. 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 with ASC 718. To value the stock options, the Company uses valuation methods and assumptions that are in line with the process for valuing employee stock options noted above. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities 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 newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
MINING RIGHTS
MINING RIGHTS | 9 Months Ended |
Aug. 31, 2021 | |
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 through 19% 836,000 5% |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Aug. 31, 2021 | |
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 1,126 1,122 378 370 A. Scott Dockter – President and Chief Executive Officer On August 31, 2017, the Company issued a note in the amount of $ 197,096 6% 39,100 88,716 127,816 4,716 2,981 1,500 1,933 Convertible Notes Payable – Related Party (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 11), the Company issued a two-year convertible promissory note in the amount of $ 20,000 5% 0.001 0.16 The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $ 20,000 2,418 7,201 250 750 January 1, 2020 On January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 11), the Company issued a two-year 86,000 January 1, 2022 5% 0.001 0.16 The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $ 32,250 12,088 10,721 4,059 3,278 2,863 1,100 700 February 1, 2020 On February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 11), the Company issued a two-year 72,000 February 1, 2022 5% 0.001 0.16 The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $ 36,000 13,494 10,440 4,531 2,702 2,091 900 600 December 1, 2020 On December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note 11), the Company issued a two-year 822,000 November 25, 2022 5% 0.16 10,500 30,800 March 17, 2021 On March 17, 2021, in connection with the March 11, 2021, securities purchase agreement with USMC, a related party, (See Note 11), the Company issued a two-year 579,769 March 17, 2023 5% 0.088 7,400 13,300 Convertible Note Payable – Related Party (US Mine, LLC) On May 27, 2021, in connection with the Materials Extraction Agreement (the “Extraction Agreement”) with US Mine, LLC, a related party, (See Note 11), the Company issued a ten-year convertible promissory note in the principal amount of $ 50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $ 0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company 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 the initial trading date on such national securities exchange, and (iii) the remaining 25% on or after the twelve-month anniversary of the initial trading date. Total interest on the US Mine Note was approximately $ 10,300 for the three and nine months ended August 31, 2021. Subsequent to August 31, 2021, on October 6, 2021, the Extraction Agreement was amended, and the US Mine Note was retroactively rescinded, ab initio; refer to Note 11 for more details of the amendment. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Aug. 31, 2021 | |
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 August 31, 2021 November 30, 2020 Accounts payable $ 25,525 $ 84,600 Accrued interest – related party 123,639 39,948 Accrued compensation 22,061 39,492 Accounts payable and accrued expenses $ 171,225 $ 164,040 |
LEASES
LEASES | 9 Months Ended |
Aug. 31, 2021 | |
Leases | |
LEASES | NOTE 7 – 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. The Company is a party to a two-year 1,000 November 2022 1,500 On December 1, 2020, the Company recognized ROU assets and lease liabilities of $ 35,543 When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5% The following table presents net lease cost and other supplemental lease information: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Nine Months Lease cost Operating lease cost (cost resulting from lease payments) $ 13,500 Short term lease cost - Sublease income - Net lease cost $ 13,500 Operating lease – operating cash flows (fixed payments) $ 13,500 Operating lease – operating cash flows (liability reduction) $ 12,475 Non-current leases – right of use assets $ 19,904 Current liabilities – operating lease liabilities $ 17,377 Non-current liabilities – operating lease liabilities $ 2,981 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2021: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year Operating Leases Remainder of 2021 $ 4,500 2022 16,500 Total future minimum lease payments 21,000 Amount representing interest (642 ) Present value of net future minimum lease payments $ 20,358 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Mineral Properties The Company’s mineral rights require various annual lease payments (See Note 4). Legal Matters On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum amount 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 in monetary damages. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019, and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed a First Amended Complaint, adding Todd Gauer and John Gingerich as additional defendants. A default has been taken against Mr. Gingerich. Litigation is actively proceeding against Mr. Hurtado, Mr. Gauer, and Agregen. A June 2021 trial date was postponed due to Covid-related delays but has been rescheduled to begin January 11, 2022. On March 29, 2019, the Company was served with a complaint 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 . The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The parties are currently in settlement negotiations. The Company believes its potential exposure to be approximately $ 400,000 and, as such, has accrued this amount on the unaudited condensed consolidated balance sheet at August 31, 2021. On April 16, 2021, LexisNexis, a division of RELX, Inc., filed a Complaint against the Company and its former attorney, Michael Kessler, Esq., in the Superior Court of the State of California, Amador County (Case No. 21-CV-12123). This is a limited jurisdiction lawsuit seeking payment of $ 18,211 Contractual Matters USMC On November 1, 2013, the Company entered into an agreement with USMC, a related party, under which USMC performs services relating to various technical evaluations and mine development for various mining properties/rights owned by the Company. Terms of services and compensation are 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 provides designated natural resources to the Company at predetermined prices (See Note 11). |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT E quity Transactions During the Period During the nine months ended August 31, 2021, the Company issued an aggregate of 350,000 0.07 0.15 During the nine months ended August 31, 2021, the Company issued 80,000 shares of common stock with a fair value of $ 0.15 per share to a director pursuant to a director’s agreement for services rendered. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Aug. 31, 2021 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | Note 10 – STOCK-BASED COMPENSATION The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.” 2017 Equity Incentive Plan On November 10, 2017, the 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 shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of August 31, 2021, options to purchase an aggregate of 50,000 shares of common stock have been granted under the Option Plan. The Company has also granted options to purchase an aggregate of 500,000 The Company granted options to purchase 250,000 The Company granted options to purchase an aggregate of 450,000 The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2021, was $ 36,708 28,811 21,438 22,446 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, 2020 1,345,000 $ 1.18 Granted 250,000 0.10 Exercised - - Expired or cancelled - - Outstanding at August 31, 2021 1,595,000 1.01 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2021: 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 2.89 $ 0.099 200,000 0.10 645,000 4.03 0.10 645,000 0.12 50,000 7.07 0.12 50,000 3.00 500,000 4.50 3.00 500,000 1,595,000 3.99 $ 1.01 1,395,000 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 from the grant date and vest over various terms from the grant date to three years. On April 8, 2020, the Company granted a director an option to purchase 250,000 0.10 27,088 0.11 0.10 305 0.47 0 2.50 On April 15, 2020, the Company granted two advisory board members options to purchase an aggregate of 200,000 0.10 19,481 0.099 0.10 304 0.34 0 2.50 On April 8, 2021, the Company granted a director an option to purchase 250,000 0.10 36,708 0.15 0.10 281 0.85 0 2.50 The aggregate intrinsic value totaled $ 306,000 0.38 Total compensation expense related to the options was $ 5,078 10,739 59,914 62,177 760 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – 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 The note was payable 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 will provide various technical evaluations and mine development services to the Company. During the three and nine months ended August 31, 2021, the Company made $ 12,000 34,264 0 22,150 410,000 976,000 309,000 467,000 1,401,769 691,000 1,091,158 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 August 31, 2021, 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 $ 12,466 and $ 2,219 for the three months ended August 31, 2021 and 2020, respectively. Interest expense on these notes totaled $ 37,534 and $ 5,704 for the nine months ended August 31, 2021 and 2020, respectively, and is recorded as part of accrued expenses on the unaudited condensed consolidated balance sheets. On November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $ 2,000,000 5 0.088 5,798,769 March 17, 2023 7,227 13,263 The outstanding balance due on the above notes to USMC is $ 1,579,769 178,000 On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Material 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 US Mine Note was retroactively rescinded, ab initio, 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 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. Leases On October 1, 2020, the Company entered into a two -year lease agreement for its office space with USMC with a monthly rent of $ 1,500 (See Note 7). Transactions with Officers On August 31, 2017, the Company issued a note in the amount of $ 197,096 6 38,100 88,716 127,816 4,716 6,767 1,347 1,933 |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 9 Months Ended |
Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 12 – 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 Four customers accounted for 98 SCHEDULE OF CONCENTRATION OF CREDIT RISK Customer A 46 % Customer B 24 % Customer C 17 % Customer D 11 % Three customers accounted for 80 Customer A 42 % Customer B 20 % Customer C 18 % Accounts Receivable Three customers accounted for 86 Customer A 45 % Customer B 24 % Customer C 17 % Two customers accounted for 100 Customer A 80 % Customer B 20 % Vendors Three vendors accounted for 82 Vendor A 55 % Vendor B 14 % Vendor C 13 % One supplier accounted for 85 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On October 6, 2021, prior to the 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 US Mine Note was retroactively rescinded, ab initio, 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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2021 | |
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, 2020, in our Annual Report on Form 10-K filed on March 16, 2021, with the SEC. The results (unaudited) of the three and nine months ended August 31, 2021, are not necessarily indicative of the results to be expected for the full year ended November 30, 2021. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“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 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. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenue Revenue consists of the following by product offering for the nine months ended August 31, 2021: SCHEDULE OF DISAGGREGATED REVENUE Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ - $ 144,750 $ 223,950 $ 368,700 Revenue consists of the following by product offering for the nine months ended August 31, 2020: Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ 8,029 $ 133,220 $ 34,860 $ 176,109 |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no |
Accounts Receivable | Accounts Receivable The Company periodically assesses its accounts receivable and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. At August 31, 2021, and November 30, 2020, the Company has determined that an allowance of $ 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. Useful lives by asset category are as follows: 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 carrying amount to the forecasted undiscounted net cash flows from the operation to which the assets relate. If an operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down to their 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 |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 54,031 5,913 12,031 3,861 |
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 common share for the three and nine months ended August 31, 2021 and 2020. The following table summarizes the securities that were excluded from the diluted earnings per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Nine Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 Three Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 |
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. 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 with ASC 718. To value the stock options, the Company uses valuation methods and assumptions that are in line with the process for valuing employee stock options noted above. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities 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 newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | Revenue consists of the following by product offering for the nine months ended August 31, 2021: SCHEDULE OF DISAGGREGATED REVENUE Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ - $ 144,750 $ 223,950 $ 368,700 Revenue consists of the following by product offering for the nine months ended August 31, 2020: Humate INU Advantage SHADE ADVANTAGE (WP) SulFe Hume Si ADVANTAGE Total $ 8,029 $ 133,220 $ 34,860 $ 176,109 |
SCHEDULE OF ESTIMATED USEFUL LIFE OF 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. Useful lives by asset category are as follows: 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 earnings per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE Nine Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 Three Months Ended August 31, 2021 August 31, 2020 Convertible Notes 129,117,358 1,112,500 Stock Options 1,595,000 1,050,000 Total 130,712,358 2,162,500 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
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 August 31, 2021 November 30, 2020 Accounts payable $ 25,525 $ 84,600 Accrued interest – related party 123,639 39,948 Accrued compensation 22,061 39,492 Accounts payable and accrued expenses $ 171,225 $ 164,040 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
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 Nine Months Lease cost Operating lease cost (cost resulting from lease payments) $ 13,500 Short term lease cost - Sublease income - Net lease cost $ 13,500 Operating lease – operating cash flows (fixed payments) $ 13,500 Operating lease – operating cash flows (liability reduction) $ 12,475 Non-current leases – right of use assets $ 19,904 Current liabilities – operating lease liabilities $ 17,377 Non-current liabilities – operating lease liabilities $ 2,981 |
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 nine months ended August 31, 2021: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year Operating Leases Remainder of 2021 $ 4,500 2022 16,500 Total future minimum lease payments 21,000 Amount representing interest (642 ) Present value of net future minimum lease payments $ 20,358 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
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, 2020 1,345,000 $ 1.18 Granted 250,000 0.10 Exercised - - Expired or cancelled - - Outstanding at August 31, 2021 1,595,000 1.01 |
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE | The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2021: 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 2.89 $ 0.099 200,000 0.10 645,000 4.03 0.10 645,000 0.12 50,000 7.07 0.12 50,000 3.00 500,000 4.50 3.00 500,000 1,595,000 3.99 $ 1.01 1,395,000 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 9 Months Ended |
Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF CREDIT RISK | Revenues Four customers accounted for 98 SCHEDULE OF CONCENTRATION OF CREDIT RISK Customer A 46 % Customer B 24 % Customer C 17 % Customer D 11 % Three customers accounted for 80 Customer A 42 % Customer B 20 % Customer C 18 % Accounts Receivable Three customers accounted for 86 Customer A 45 % Customer B 24 % Customer C 17 % Two customers accounted for 100 Customer A 80 % Customer B 20 % Vendors Three vendors accounted for 82 Vendor A 55 % Vendor B 14 % Vendor C 13 % |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 9 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Entity incorporation, state or country code | NV |
Date of incorporation | Mar. 02, 2010 |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 13,480,435 | $ 13,480,435 | $ 12,754,027 | ||
Working capital deficit | 1,165,000 | 1,165,000 | |||
Loss from operations | $ 39,936 | $ 270,062 | 661,431 | $ 624,561 | |
Cash flows from operations | $ 935,034 | $ 644,924 |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Product Information [Line Items] | ||||
Revenue | $ 338,700 | $ 169,980 | $ 368,700 | $ 176,109 |
Humate INU Advantage [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 8,029 | |||
SHADE ADVANTAGE (WP) [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 144,750 | 133,220 | ||
SulFe Hume Si ADVANTAGE [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 223,950 | $ 34,860 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Aug. 31, 2021 | |
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 | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 130,712,358 | 2,162,500 | 130,712,358 | 2,162,500 |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 129,117,358 | 1,112,500 | 129,117,358 | 1,112,500 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 1,595,000 | 1,050,000 | 1,595,000 | 1,050,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 30, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | May 01, 2020 | |
Product Information [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
Allowance for doubtful accounts receivable | 18,277 | 18,277 | 18,277 | ||||
Property and equipment, net | 620,000 | 620,000 | $ 620,000 | $ 620,000 | |||
Impairment losses | 0 | $ 0 | |||||
General and Administrative Expense [Member] | |||||||
Product Information [Line Items] | |||||||
Advertising and marketing expenses | 12,031 | $ 3,861 | $ 54,031 | 5,913 | |||
Shipping and Handling [Member] | |||||||
Product Information [Line Items] | |||||||
Costs and expense | $ 0 | $ 0 | $ 0 |
MINING RIGHTS (Details Narrativ
MINING RIGHTS (Details Narrative) | 12 Months Ended | ||||||
Apr. 01, 2020 USD ($) | Oct. 15, 2015 USD ($) | Dec. 01, 2014 USD ($) a Placer | Nov. 28, 2014 USD ($) | Nov. 30, 2020 USD ($) a | Nov. 30, 2017 USD ($) | Aug. 31, 2021 ft² | |
Reserve Quantities [Line Items] | |||||||
Acres of land | ft² | 1,000 | ||||||
Snow White Pozzolan Mine [Member] | |||||||
Reserve Quantities [Line Items] | |||||||
Purchase mining properties | $ 836,000 | ||||||
Ownership percentage | 19% | ||||||
Percentage of purchase price | 5% | ||||||
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 | $ 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 ($) | 3 Months Ended | 9 Months Ended | ||||||||||||
May 27, 2021 | Mar. 17, 2021 | Dec. 02, 2020 | Feb. 02, 2020 | Jan. 01, 2020 | Dec. 02, 2019 | Feb. 26, 2016 | Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | Aug. 31, 2017 | |
Short-Term Debt [Line Items] | ||||||||||||||
Interest expenses | $ 7,227 | $ 13,263 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Amortization of debt discount | $ 32,783 | $ 28,362 | ||||||||||||
Materials Extraction Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
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. | |||||||||||||
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% | |||||||||||||
Interest expenses | $ 250 | $ 250 | 750 | 750 | ||||||||||
Debt issued amount | $ 20,000 | |||||||||||||
Common stock par value | $ 0.001 | |||||||||||||
Conversion price | $ 0.16 | |||||||||||||
Beneficial conversion feature | $ 20,000 | |||||||||||||
Amortization of debt discount | 2,418 | 2,418 | 7,201 | 7,201 | ||||||||||
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% | |||||||||||||
Debt maturity date | Jan. 01, 2022 | |||||||||||||
Interest expenses | 1,100 | 700 | 3,278 | 2,863 | ||||||||||
Debt issued amount | $ 86,000 | |||||||||||||
Common stock par value | $ 0.001 | |||||||||||||
Conversion price | $ 0.16 | |||||||||||||
Beneficial conversion feature | $ 32,250 | |||||||||||||
Amortization of debt discount | 4,059 | 4,059 | 12,088 | 10,721 | ||||||||||
Debt term | 2 years | |||||||||||||
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% | |||||||||||||
Debt maturity date | Feb. 01, 2022 | |||||||||||||
Interest expenses | 900 | 600 | 2,702 | 2,091 | ||||||||||
Debt issued amount | $ 72,000 | |||||||||||||
Common stock par value | $ 0.001 | |||||||||||||
Conversion price | $ 0.16 | |||||||||||||
Beneficial conversion feature | $ 36,000 | |||||||||||||
Amortization of debt discount | 4,531 | 4,531 | 13,494 | 10,440 | ||||||||||
Debt term | 2 years | |||||||||||||
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% | |||||||||||||
Debt maturity date | Nov. 25, 2022 | |||||||||||||
Interest expenses | $ 10,500 | 30,800 | ||||||||||||
Debt issued amount | $ 822,000 | |||||||||||||
Conversion price | $ 0.16 | |||||||||||||
Debt term | 2 years | |||||||||||||
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% | |||||||||||||
Debt maturity date | Mar. 17, 2023 | |||||||||||||
Interest expenses | 7,400 | 13,300 | ||||||||||||
Debt issued amount | $ 579,769 | |||||||||||||
Conversion price | $ 0.088 | |||||||||||||
Debt term | 2 years | |||||||||||||
A Scott Dockter [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable balance | 88,716 | 88,716 | 88,716 | $ 127,816 | ||||||||||
Simple interest at an annual rate | 6% | |||||||||||||
Interest expenses | 1,500 | 1,933 | 4,716 | 2,981 | ||||||||||
Debt issued amount | $ 197,096 | |||||||||||||
Repayments of notes payable | 39,100 | |||||||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Ownership percentage | 10% | |||||||||||||
Note payable balance | $ 25,000 | $ 25,000 | 25,000 | 25,000 | $ 25,000 | |||||||||
Simple interest at an annual rate | 6% | |||||||||||||
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 August 31, 2021. | |||||||||||||
Debt maturity date | Aug. 26, 2016 | |||||||||||||
Interest expenses | $ 378 | $ 370 | $ 1,126 | $ 1,122 | ||||||||||
US Mine, LLC [Member] | Materials Extraction Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Note payable balance | $ 50,000,000 | |||||||||||||
Simple interest at an annual rate | 2.50% | |||||||||||||
Interest expenses | $ 10,300 | |||||||||||||
Conversion price | $ 0.43 | |||||||||||||
Debt term | 10 years | |||||||||||||
Debt Conversion, Description | The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company 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 the initial trading date on such national securities exchange, and (iii) the remaining 25% on or after the twelve-month anniversary of the initial trading date. |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Aug. 31, 2021 | Nov. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 25,525 | $ 84,600 |
Accrued interest – related party | 123,639 | 39,948 |
Accrued compensation | 22,061 | 39,492 |
Accounts payable and accrued expenses | $ 171,225 | $ 164,040 |
SCHEDULE OF LEASE COST AND OTHE
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($) | 9 Months Ended | ||
Aug. 31, 2021 | Dec. 02, 2020 | Nov. 30, 2020 | |
Leases | |||
Operating lease cost (cost resulting from lease payments) | $ 13,500 | ||
Short term lease cost | |||
Sublease income | |||
Net lease cost | 13,500 | ||
Operating lease - operating cash flows (fixed payments) | 13,500 | ||
Operating lease - operating cash flows (liability reduction) | 12,475 | ||
Non-current leases - right of use assets | 19,904 | $ 35,543 | |
Current liabilities - operating lease liabilities | 17,377 | ||
Non-current liabilities - operating lease liabilities | $ 2,981 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Aug. 31, 2021 | Dec. 02, 2020 |
Leases | ||
Remainder of 2021 | $ 4,500 | |
2022 | 16,500 | |
Total future minimum lease payments | 21,000 | |
Amount representing interest | (642) | |
Present value of net future minimum lease payments | $ 20,358 | $ 35,543 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended | ||
Aug. 31, 2021 USD ($) ft² | Dec. 02, 2020 USD ($) | Nov. 30, 2020 USD ($) | |
Leases | |||
Lease term | 2 years | ||
Area of land | ft² | 1,000 | ||
Lease expiration description | November 2022 | ||
Annual base rent | $ 1,500 | ||
Operating lease, right-of-use assets | 19,904 | $ 35,543 | |
Operating lease, lease liabilities | $ 20,358 | $ 35,543 | |
Weighted average incremental borrowing rate | 5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Apr. 16, 2021 | Jul. 08, 2020 | Mar. 29, 2019 | Jan. 11, 2019 | Aug. 31, 2021 | Nov. 30, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Settlement Liabilities, Current | $ 400,000 | $ 400,000 | ||||
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 | |||||
Robert Hurtado [Member] | Agregen [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Claims sought value | $ 100,000,000 | |||||
Michael Kessler [Member] | RELX, Inc [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Claims sought value | $ 18,211 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) | 9 Months Ended |
Aug. 31, 2021 $ / shares shares | |
Number of shares issued for services | shares | 350,000 |
Directors [Member] | |
Number of shares issued for services | shares | 80,000 |
Price per share | $ 0.15 |
Minimum [Member] | |
Price per share | 0.07 |
Maximum [Member] | |
Price per share | $ 0.15 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 9 Months Ended |
Aug. 31, 2021 $ / shares shares | |
Compensation Related Costs [Abstract] | |
Number of Options Outstanding, beginning balance | shares | 1,345,000 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 1.18 |
Number of Options, Granted | shares | 250,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.10 |
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 | |
Number of Options Outstanding, ending balance | shares | 1,595,000 |
Weighted Average Exercise Price, Outstanding, ending balance | $ / shares | $ 1.01 |
SCHEDULE OF STOCK OPTION SHARES
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 9 Months Ended | |
Aug. 31, 2021 | Nov. 30, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Outstanding Options | 1,595,000 | 1,345,000 |
Weighted- Average Remaining Life in Years | 3 years 11 months 26 days | |
Weighted- Average Exercise Price | $ 1.01 | $ 1.18 |
Number Exercisable | 1,395,000 | |
Exercise Price 1 [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 10 months 20 days | |
Weighted- Average Exercise Price | $ 0.099 | |
Number Exercisable | 200,000 | |
Exercise Price 2 [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 | 4 years 10 days | |
Weighted- Average Exercise Price | $ 0.10 | |
Number Exercisable | 645,000 | |
Exercise Price 3 [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 | 7 years 25 days | |
Weighted- Average Exercise Price | $ 0.12 | |
Number Exercisable | 50,000 | |
Exercise Price 4 [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 6 months | |
Weighted- Average Exercise Price | $ 3 | |
Number Exercisable | 500,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 08, 2021 | Apr. 15, 2020 | Apr. 08, 2020 | Nov. 10, 2017 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 250,000 | |||||||
Weighted average grant date fair value of options granted | $ 36,708 | $ 21,438 | ||||||
Weighted average grant date fair value of options vested | $ 28,811 | $ 22,446 | ||||||
Stock-based options compensation expenses | $ 98,426 | $ 45,944 | ||||||
Equity Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock-based options compensation expenses | $ 5,078 | $ 10,739 | 59,914 | $ 62,177 | ||||
Future compensation cost related to non-vested stock options | $ 760 | $ 760 | ||||||
Employment Contracts [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 250,000 | 450,000 | ||||||
Employment Contracts [Member] | Prior to the Adoption of Option Plan [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 500,000 | |||||||
Director [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 250,000 | |||||||
Weighted average grant date fair value of options granted | $ 27,088 | |||||||
Stock exercise price | 0.10 | |||||||
Stock price | 0.11 | |||||||
Strike price | $ 0.10 | |||||||
Expected volatility | 305% | |||||||
Risk-free interest rate | 0.47% | |||||||
Dividend rate | 0% | |||||||
Expected term | 2 years 6 months | |||||||
Share based compensation, aggregate intrinsic value | $ 306,000 | |||||||
Closing stock price | $ 0.38 | $ 0.38 | ||||||
Two Advisory Board [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 200,000 | |||||||
Weighted average grant date fair value of options granted | $ 19,481 | |||||||
Stock exercise price | 0.10 | |||||||
Stock price | 0.099 | |||||||
Strike price | $ 0.10 | |||||||
Expected volatility | 304% | |||||||
Risk-free interest rate | 0.34% | |||||||
Dividend rate | 0% | |||||||
Expected term | 2 years 6 months | |||||||
Directors [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock options granted during period | 250,000 | |||||||
Weighted average grant date fair value of options granted | $ 36,708 | |||||||
Stock exercise price | 0.10 | |||||||
Stock price | 0.15 | |||||||
Strike price | $ 0.10 | |||||||
Expected volatility | 281% | |||||||
Risk-free interest rate | 0.85% | |||||||
Dividend rate | 0% | |||||||
Expected term | 2 years 6 months | |||||||
Closing stock price | $ 0.15 | $ 0.15 | ||||||
2017 Equity Incentve Plan [Member] | Board of Directors [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 ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||
Oct. 06, 2021 | May 27, 2021 | Nov. 25, 2020 | Oct. 02, 2020 | Apr. 22, 2020 | Feb. 26, 2016 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Apr. 06, 2023 | Oct. 06, 2022 | Apr. 06, 2022 | Nov. 30, 2020 | Sep. 26, 2019 | Aug. 31, 2017 | |
Interest expense | $ 7,227 | $ 13,263 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 250,000 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 36,708 | $ 21,438 | ||||||||||||||
USMC [Member] | ||||||||||||||||
Lessor, Operating Lease, Term of Contract | 2 years | |||||||||||||||
Operating lease monthly rent expense | $ 1,500 | |||||||||||||||
Material Supply Agreement [Member] | Kaolin Clay for Supplementary Cementitious Materials [Member] | ||||||||||||||||
Payments to materials and products for agriculture, per ton | $ 25 | |||||||||||||||
Royalty fee, per ton | 5 | |||||||||||||||
Material Supply Agreement [Member] | Bagged Products for Clay [Member] | ||||||||||||||||
Payments to materials and products for agriculture, per ton | 145 | |||||||||||||||
Royalty fee, per ton | $ 5 | |||||||||||||||
Materials Extraction Agreement [Member] | ||||||||||||||||
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. | |||||||||||||||
Arthur Scott Dockter [Member] | ||||||||||||||||
Note payable balance | 88,716 | $ 88,716 | $ 127,816 | |||||||||||||
Note payable interest rate percentage | 6% | |||||||||||||||
Note principal amount | $ 197,096 | |||||||||||||||
Interest expense | 1,347 | $ 1,933 | 4,716 | $ 6,767 | ||||||||||||
Repayments of related party notes payable | 38,100 | |||||||||||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||||||||||
Note payable balance | $ 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||
Note payable interest rate percentage | 6% | |||||||||||||||
Ownership percentage | 10% | |||||||||||||||
Debt Instrument, Maturity Date | Aug. 26, 2016 | |||||||||||||||
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 August 31, 2021. | |||||||||||||||
Interest expense | 378 | 370 | 1,126 | 1,122 | ||||||||||||
US Mine Corporation [Member] | ||||||||||||||||
Purchase amount | 12,000 | 34,264 | 12,000 | 34,264 | ||||||||||||
Cash advances | 410,000 | 309,000 | 976,000 | 467,000 | ||||||||||||
Convertible notes | 1,000,000 | $ 1,000,000 | ||||||||||||||
Maturity date, description | December 1, 2021, through November 25, 2022 | |||||||||||||||
US Mine Corporation [Member] | Two Convertible Notes [Member] | ||||||||||||||||
Outstanding notes payable | 1,401,769 | $ 1,401,769 | ||||||||||||||
US Mine Corporation [Member] | Unsecured Convertible Promissory Notes [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Note payable interest rate percentage | 5% | 5% | ||||||||||||||
Note principal amount | $ 2,000,000 | $ 1,000,000 | ||||||||||||||
Debt instrument, conversion price | $ 0.088 | $ 0.16 | ||||||||||||||
Convertible notes | $ 5,798,769 | |||||||||||||||
Maturity date, description | March 17, 2023 | |||||||||||||||
US Mine Corporation [Member] | Vendors and Creditors [Member] | ||||||||||||||||
Payments for expenses | 0 | 0 | 22,150 | 22,150 | ||||||||||||
Due to related parties | 691,000 | 691,000 | 1,091,158 | |||||||||||||
USMC [Member] | ||||||||||||||||
Outstanding notes payable | 1,579,769 | 1,579,769 | $ 178,000 | |||||||||||||
USMC [Member] | Affiliates [Member] | ||||||||||||||||
Interest expense | $ 12,466 | $ 2,219 | $ 37,534 | $ 5,704 | ||||||||||||
US Mine, LLC [Member] | Materials Extraction Agreement [Member] | ||||||||||||||||
Note payable balance | $ 50,000,000 | |||||||||||||||
Note payable interest rate percentage | 2.50% | |||||||||||||||
Debt instrument, conversion price | $ 0.43 | |||||||||||||||
Interest expense | $ 10,300 | |||||||||||||||
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 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 the initial trading date on such national securities exchange, and (iii) the remaining 25% on or after the twelve-month anniversary of the initial trading date. | |||||||||||||||
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 | |||||||||||||
US Mine, LLC [Member] | Materials Extraction Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||
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 |
SCHEDULE OF CONCENTRATION OF CR
SCHEDULE OF CONCENTRATION OF CREDIT RISK (Details) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | |
Customer A [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 46% | 42% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 45% | 80% | |
Customer B [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24% | 20% | |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24% | 20% | |
Customer C [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17% | 18% | |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17% | ||
Customer D [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% | ||
Customers [Member] | Vendor A [Member] | Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 55% | ||
Customers [Member] | Vendor B [Member] | Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% | ||
Customers [Member] | Vendor C [Member] | Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | |
Four Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 98% | ||
Three Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 80% | ||
Three Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 86% | ||
Two Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100% | ||
Customers [Member] | Three Vendors [Member] | One Supplier [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 82% | ||
Customers [Member] | Revenue Benchmark [Member] | One Supplier [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 85% | ||
Maximum [Member] | |||
Concentration Risk [Line Items] | |||
FDIC on Cash | $ 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | 9 Months Ended | |||||
Oct. 06, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Apr. 06, 2023 | Oct. 06, 2022 | Apr. 06, 2022 | |
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 250,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 36,708 | $ 21,438 | ||||
Materials Extraction Agreement [Member] | US Mine, LLC [Member] | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
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 | |||
Subsequent Event [Member] | Materials Extraction Agreement [Member] | US Mine, LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
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 |