Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2022 | Jun. 13, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | CENTURY COBALT CORP. | |
Entity Central Index Key | 0001456802 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Aug. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 104,361,576 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54327 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0579157 | |
Entity Interactive Data Current | No | |
Entity Address Address Line 1 | 10100 Santa Monica Blvd | |
Entity Address Address Line 2 | Suite 300 | |
Entity Address Address Line 3 | Century City | |
Entity Address City Or Town | Los Angeles | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 90067 | |
City Area Code | 310 | |
Local Phone Number | 772-2209 | |
Security 12b Title | Common Stock | |
Trading Symbol | CCOB |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Cash | $ 6,327 | $ 26,654 |
Total current assets | 6,327 | 26,654 |
Other assets | ||
Equity method investment | 0 | 132,623 |
Total other assets | 0 | 132,623 |
Total Assets | 6,327 | 159,277 |
Accounts payable | 200,707 | 178,567 |
Accounts payable - related parties | 239,434 | 289,085 |
Accrued interest | 240,322 | 192,484 |
Accrued interest - related parties | 21,922 | 16,727 |
Due to related party | 39,341 | 60,823 |
Notes payable - current portion, net of debt discounts of $22,709 and $-0-as of August 31, 2022 and November 30, 2021, respectively | 773,366 | 422,075 |
Notes payable to related parties | 171,086 | 396,063 |
Convertible notes payable | 117,382 | 134,280 |
Total current liabilities | 1,803,560 | 1,690,104 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of August 31, 2022 and November 30, 2021 | 0 | 0 |
Common stock, $0.001 par value, 3,500,000,000 shares authorized, 104,361,576 issued and outstanding as of August 31, 2022 and November 30, 2021 | 104,362 | 104,362 |
Additional paid-in capital | 3,014,969 | 3,014,969 |
Common stock payable | 100,130 | 97,960 |
Accumulated deficit | (5,016,694) | (4,748,118) |
Total stockholders' equity (deficit) | (1,797,233) | (1,530,827) |
Total Liabilities and Stockholders' equity (deficit) | $ 6,327 | $ 159,277 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Notes payable - net of debt issue | $ 22,709 | $ 0 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued | 104,361,576 | 104,361,576 |
Common stock, shares outstanding | 104,361,576 | 104,361,576 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Operating expenses: | ||||
Accounting and legal | $ 4,111 | $ 16,026 | $ 37,026 | $ 48,653 |
Transfer agent and filing fees | 1,015 | 5,267 | 5,457 | 9,942 |
Consulting | 90,000 | 168,085 | 145,023 | 328,452 |
Exploration | 0 | 46,733 | 0 | 135,743 |
General and administrative | 20,062 | 1,925 | 34,461 | 23,316 |
Total operating expenses | 115,188 | 238,036 | 221,967 | 546,106 |
Net operating income (loss) | (115,188) | (238,036) | (221,967) | (546,106) |
Other income (expense): | ||||
Interest expense | (49,687) | (30,675) | (102,655) | (85,347) |
Gain (loss) on foreign currency transactions | 22,472 | 22,136 | 40,038 | (27,540) |
Gain from equity method investment | 0 | 0 | 16,008 | 0 |
Total Other income (expense) | (27,215) | (8,539) | (46,609) | (112,887) |
Net loss | $ (142,403) | $ (246,575) | $ (268,576) | $ (658,993) |
Basic and diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 104,361,576 | 92,095,055 | 104,361,576 | 84,218,311 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Common Stock Payable | Accumulated Deficit |
Balance, shares at Nov. 30, 2020 | 79,061,929 | |||||
Balance, amount at Nov. 30, 2020 | $ (1,117,786) | $ 0 | $ 79,062 | $ 2,270,384 | $ 368,578 | $ (3,835,810) |
Conversion of notes payable for common stock, shares | 11,079,939 | |||||
Conversion of notes payable for common stock, amount | 332,398 | 0 | $ 11,080 | 321,318 | 0 | 0 |
Issuance of common stock to settle accounts payable, shares | 176,966 | |||||
Issuance of common stock to settle accounts payable, amount | 5,309 | 0 | $ 177 | 5,132 | 0 | 0 |
Issuance of common stock for stock subscription, shares | 3,086,855 | |||||
Issuance of common stock for stock subscription, amount | 0 | 0 | $ 3,087 | 102,329 | (105,416) | 0 |
Shares issued for services, shares | 10,955,887 | |||||
Shares issued for services, amount | 150,425 | 0 | $ 10,956 | 315,806 | (176,337) | 0 |
Stock based compensation and settle accounts payable | 9,420 | 9,420 | 0 | |||
Discount on shares issued for notes payable | 68,815 | 0 | $ 0 | 68,815 | 0 | 0 |
Net loss | (658,993) | (658,993) | ||||
Balance, shares at Aug. 31, 2021 | 104,361,576 | |||||
Balance, amount at Aug. 31, 2021 | (1,210,412) | 0 | $ 104,362 | 3,083,784 | 96,245 | (4,494,803) |
Balance, shares at May. 31, 2021 | 87,075,750 | |||||
Balance, amount at May. 31, 2021 | (1,476,135) | 0 | $ 87,076 | 2,569,620 | 115,397 | (4,248,228) |
Conversion of notes payable for common stock, shares | 11,079,939 | |||||
Conversion of notes payable for common stock, amount | 332,398 | 0 | $ 11,080 | 321,318 | 0 | 0 |
Shares issued for services, shares | 6,205,887 | |||||
Shares issued for services, amount | 110,000 | 0 | $ 6,206 | 124,031 | (20,237) | 0 |
Stock based compensation and settle accounts payable | 1,085 | 0 | 0 | 0 | 1,085 | 0 |
Discount on shares issued for notes payable | 68,815 | 0 | 0 | 68,815 | 0 | 0 |
Net loss | (246,575) | 0 | $ 0 | 0 | 0 | (246,575) |
Balance, shares at Aug. 31, 2021 | 104,361,576 | |||||
Balance, amount at Aug. 31, 2021 | (1,210,412) | 0 | $ 104,362 | 3,083,784 | 96,245 | (4,494,803) |
Balance, shares at Nov. 30, 2021 | 104,361,576 | |||||
Balance, amount at Nov. 30, 2021 | (1,530,827) | 0 | $ 104,362 | 3,014,969 | 97,960 | (4,748,118) |
Conversion of notes payable for common stock, amount | 0 | |||||
Stock based compensation and settle accounts payable | 2,170 | 0 | 0 | 0 | 2,170 | 0 |
Net loss | (268,576) | 0 | $ 0 | 0 | 0 | (268,576) |
Balance, shares at Aug. 31, 2022 | 104,361,576 | |||||
Balance, amount at Aug. 31, 2022 | (1,797,233) | 0 | $ 104,362 | 3,014,969 | 100,130 | (5,016,694) |
Balance, shares at May. 31, 2022 | 104,361,576 | |||||
Balance, amount at May. 31, 2022 | (1,654,830) | 0 | $ 104,362 | 3,014,969 | 100,130 | (4,874,291) |
Net loss | (142,403) | 0 | $ 0 | 0 | 0 | (142,403) |
Balance, shares at Aug. 31, 2022 | 104,361,576 | |||||
Balance, amount at Aug. 31, 2022 | $ (1,797,233) | $ 0 | $ 104,362 | $ 3,014,969 | $ 100,130 | $ (5,016,694) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) | ||
Net income (loss) | $ (268,576) | $ (658,993) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 2,170 | 157,595 |
Debt discount interest | 0 | 15,009 |
Loss from equity method investment | (16,008) | 0 |
Debt issue cost amortization | 12,991 | 0 |
(Gain) Loss on foreign currency transactions | (40,038) | 27,540 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 92,213 |
Due from related parties | (8,801) | |
Accounts payable | 10,164 | 78,528 |
Accounts payable expenses - related parties | (49,651) | 54,425 |
Accrued expenses | 76,983 | 42,340 |
Accrued expenses - related parties | 7,216 | 28,000 |
Due to related parties | (21,482) | (60,823) |
Net cash used in operating activities | (286,231) | (232,967) |
Cash flows from investing activities: | ||
Option to acquire land and a cannabis license in Zimbabwe | 0 | (68,815) |
Proceeds from sales of equity investment | 148,631 | 0 |
Net cash used in investing activities | 148,631 | (68,815) |
Cash flows from financing activities | ||
Proceeds from notes payable | 340,000 | 0 |
Proceeds from notes payable to related parties | 0 | 221,104 |
Proceeds from convertible notes payable | 0 | 68,815 |
Repayment of notes payable to related parties | (198,880) | 0 |
Repayment of notes payable interest | (23,847) | 0 |
Net cash provided by financing activities | 117,273 | 289,919 |
Net increase (decrease) in cash | (20,327) | (11,863) |
Cash - beginning of the year | 26,654 | 19,482 |
Cash - end of the year | 6,327 | 7,619 |
Supplemental disclosures: | ||
Interest paid | 23,847 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure for non-cash financing activities: | ||
Discount on convertible notes payable | 0 | 68,815 |
Issuance of common stock to settle accounts payable | 0 | $ 5,309 |
Issuance of common stock for stock subscription | 105,416 | |
Conversion of notes payable and accrued interest to common stock | $ 0 | $ 332,398 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Aug. 31, 2022 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Century Cobalt Corp. (formerly First American Silver Corp.) was incorporated in the state of Nevada on April 29, 2008. The Company’s principal office is located at 10100 Santa Monica Boulevard, Suite 300, Century City, California 90067. The Company’s principal business activity is the identification and exploration of mineral properties for the purposes of discovering economical cobalt assets. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Aug. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Century Cobalt Limited (“CCL”), a United Kingdom public company. CCL was formed to hold the equity investment with Technology Metals, PLC, a related party. All intercompany balance between the Company and CCL are eliminated in consolidation. Also included within the accompanying consolidated financial statements are the Company’s unconsolidated equity investment with Technology Metals, PLC, a related party, which is accounted for under the equity method of accounting. See Note 4 – Sale of Emperium and Equity Method Investment Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end. Risks and Uncertainties The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31, 2022 and November 30, 2021, respectively, the Company had $6,327 and $26,654 of unrestricted cash to be used for future business operations. The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company’s bank deposits may exceed the insured amount. Management believes it has little risk related to the excess deposits. Prepaid Expenses The Company considers all items incurred for future services to be prepaid expenses. Equity Method for Investments The equity method is an accounting technique used by the Company to record the profits earned or losses through its investment in another company. With the equity method of accounting, the Company reports the income or loss by the other company on its income statement, in an amount proportional to the percentage of its equity investment in the other company. The equity method is used to value a company’s investment in another company when it holds significant influence over the company it is investing in. The threshold for “significant influence” is commonly a 20-50% ownership. Under the equity method, the investment is initially recorded at historical cost, and adjustments are made to the value based on the investor’s percentage ownership in net income, loss, and dividend payouts. Net income of the investee company increases the Company’s value on the balance sheet, while the investee’s loss or dividend payout decreases it. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, 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. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. All assets and liabilities of the Company approximate fair value. Valuation of Long-Lived and Intangible Assets We assess the impairment of long-lived assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Stock-Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The scope of Topic 718, Compensation-Stock Compensation, includes share-based payments issued to employees and non-employees for goods and services. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. Total stock-based compensation amounted to $-0- and $111,085 for the three months ended August 31, 2022 and 2021, respectively, and $2,170 and $157,594 for the nine months ended August 31, 2022 and 2021, respectively. Income Taxes The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company is not aware of any uncertain tax position that, if challenged, would have a material effect on the consolidated financial statements for the nine months ended August 31, 2022, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. The Company is in the process of filing all unfiled tax returns. All tax returns for the Company remain open for examination. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The convertible debt to common shares and unissued stock earned could potentially amount to approximately 2,760,306 additional shares issued by the Company. The Company’s convertible notes, and unissued shares are included from the computation of diluted earnings per share for the three months ended August 31, 2022 due to no reported net income in any period presented. The Company’s convertible notes, and unissued shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s losses for the three and nine months ended August 31, 2022 and 2021. Foreign Currency Translation The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign transactions into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign transactions into the U.S. dollar reporting currency at the exchange rate on the date of the transaction. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging-Contracts in Entity’s Own Equity Management believes recently no other issued accounting pronouncements will have an impact on the consolidated financial statements of the Company. Mineral Properties Costs of exploration are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present. Capitalization Only assets with a cost over $5,000 and a useful life of over 1 year are capitalized. All other costs are expensed in the period incurred. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that Century Cobalt Corp., Inc. will continue as a going concern. The Company has a working capital deficit, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional debt or capital, it would be unlikely for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from this uncertainty. The Company’s activities to date have been supported by debt and equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $5,016,694 as of August 31, 2022. Management continues to seek funding from its shareholders and other qualified investors. |
SALE OF EMPERIUM AND EQUITY MET
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | 9 Months Ended |
Aug. 31, 2022 | |
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | |
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | NOTE 4 - SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT On September 14, 2021, the Company signed a share purchase agreement to sell the assets of Emperium 1 Holdings Corp (“Emperium”) and repay a related party receivable to Technology Minerals PLC (“TM PLC”), a related party. TM PLC became a UK public company during November 2021. During November 2021, the Company was issued 420,000,000 unregistered shares (0.001£ par value) of TM PLC common stock for the Company’s Emperium assets and 50,000,000 unregistered shares (0.001£ par value) of TM PLC common stock to repay the related party receivable for an aggregate of 470,000,000 shares of TM PLC stock. On November 30, 2021 the Company’s ownership interest in TM PLC was 38.8%. TM PLC was established as a holding company, which will own assets that focus on the circular economy, and on the security of the supply chain from metal discovery through to end-of-life use. The Company has accounted for its investment in TM PLC under the equity method of accounting since inception. Since TM PLC is a related party, the Company valued the investment at cost as follows: Total Emperium resource property $ 248,000 Related party receivable 70,145 Total $ 318,145 The $70,415 related party receivable was attorney fees paid by the Company on behalf of TM PLC during the year ended November 30, 2021. On August 31, 2022, the Company’s ownership interest in TM PLC was 37.5%. The following table summarizes the results of operations of TM PLC for the nine months ended August 31, 2022: August 31, 2022 Net Loss of TM PLC $ 1,741,960 Company equity loss from TM PLC $ 652,701 During April and May 2022, the Company sold 4,375,000 shares of the TM PLC investment. The proceeds were $148,631 or $0.034 per share. At August 31, 2022, the Company owns 465,625,000 shares of TM PLC common stock. For the three and nine months ended August 31, 2022, the Company reported income from the equity method and sale of shares of TM PLC stock of $-0- and $16,008 in the accompanying consolidated statements of operations. Since the Company’s equity investment was reduced to $-0-, only $132,623 of the $652,701 loss from the TM PLC equity investment was posted in the accompanying consolidated statements of operations. The equity method investment was $-0- and $132,623 as of August 31, 2022 and November 30, 2021, respectively, in the accompanying consolidated balance sheets. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Aug. 31, 2022 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 5 - NOTES PAYABLE Notes payable consisted of the following at August 31, 2022: Date of Note Principal Amount at Issuance ($) Interest Rate Maturity Date Interest Accrued ($) October 20, 2016 (1) 5,000 8% October 20, 2017 2,346 January 9, 2017 (1) 9,000 8% January 9, 2018 4,063 April 24, 2017 (1) 10,000 8% April 24, 2018 4,285 June 19, 2017 (1) 7,000 8% June 19, 2018 2,914 September 18, 2017 (1) 6,000 8% September 18, 2018 2,377 January 5, 2018 (1) 10,000 8% January 5, 2019 3,724 April 17, 2018 (1) 30,000 8% April 17, 2019 10,502 July 27, 2018 (1) 31,700 12% July 27, 2019 15,591 August 15, 2018 (1) 108,000 12% August 15, 2019 52,444 September 7, 2018 (1) 15,000 12% July 31, 2020 7,170 September 12, 2018 (1) 20,500 12% August 15, 2020 9,766 September 27, 2018 (1) 10,000 12% July 31, 2020 4,714 October 10, 2018 (1) 42,000 12% July 31, 2020 19,621 November 20, 2018 (1) 7,905 12% July 31, 2020 3,587 November 20, 2018 (1) 7,970 12% July 31, 2020 3,615 December 18, 2018 (1) 25,000 12% July 31, 2020 11,112 January 24, 2019 (1) 42,000 12% August 15, 2020 18,158 February 18, 2019 (1) 20,000 12% February 18, 2020 8,483 March 6, 2019 (1) 10,000 12% August 15, 2020 4,188 May 3, 2019 (1) 25,000 12% July 31, 2020 9,994 July 1, 2019 (2) 29,055 10% December 30, 2021 10,663 July 15, 2019 (2) 29,055 10% December 30, 2021 10,552 July 31, 2019 (2) 29,055 10% December 30, 2021 10,425 September 3, 2019 (2) 17,433 10% December 30, 2021 6,092 October 8, 2019 (2) 9,298 10% December 30, 2021 3,160 November 6, 2019 (2) 3,487 10% December 30, 2021 1,158 July 10, 2020 (1) (5) - 5% June 18, 2021 1,079 September 2, 2020 (1) 11,622 5% June 18, 2021 1,159 November 27, 2020 (1) (5) - 5% June 18, 2021 1,282 December 22, 2020 (1) 17,433 5% June 18, 2021 1,476 January 12, 2021 (1) (5) - 5% June 18, 2021 1,561 March 5, 2021 (1) 29,055 5% June 18, 2021 2,169 April 14, 2021 (1) 34,866 5% June 18, 2021 2,412 November 16, 2021 (1) 58,110 5% November 16, 2021 2,302 April 4, 2022 (6) 374,000 24% March 30, 2023 8,100 Grand Total 1,084,544 262,244 (1) The Company is not compliant with the repayment terms of the notes payable. There are no penalties associated with notes past the due date. Convertible notes payable: (2) On July 30, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($253,900) for funding working capital requirements. The promissory note has a maturity date of October 30, 2020, an interest rate of 10% and a conversion rate of $0.08 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn six installments against the loan facility for an aggregate of $130,633. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,654 and was recorded as debt discount. The debt discount was amortized through the term of the note. On October 19, 2020, the maturity date of the promissory note was extended to December 30, 2021. The unpaid balance including accrued interest was $159,432 and $172,301 at August 31, 2022 and November 30, 2021, respectively. (3) On August 14, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($241,220) for funding working capital requirements. The promissory note has a maturity date of April 16, 2021, an interest rate of 10% and a conversion rate of $0.03 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw off the loan in installments at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn two installments against the loan facility for an aggregate of $129,340. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $34,853 and was recorded as debt discount. The debt discount was amortized through the term of the note. During the three months ended May 31, 2020, the Company received a third installment for $2,050. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. During the three months ended August 31, 2020, the Company received a third installment for $130,646. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. On August 4, 2021, the holder converted $332,398 of principal and interest into 11,079,939 shares of the Company’s common stock at $0.03 per share to fully satisfy the convertible promissory note. (4) On July 22, 2021, the Company entered into a long-term convertible promissory note of £50,000 ($68,815) with a third-party for funding an option fee to acquire land and a cannabis license in Zimbabwe. The promissory note has a maturity date of January 23, 2023, an interest rate of 5%. The holder may convert any part or all of the outstanding principal and/or interest on this promissory note into shares of the Company’s common stock dividing (i) any amount of part or all of the outstanding principal and/or interest on the note, by (ii) the 20-day VWAP of Company common stock prior to the date of conversion; provided, however, that the price of conversion shall not be less than $0.0001 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $68,815. The debt discount was amortized through the term of the note. During November 2021 it was determined the third-party did not fund the option fee to acquire land and a cannabis license in Zimbabwe and the note was cancelled with $-0- due from the Company. At November 30, 2021, the note and related discount was removed from the accounting records of the Company. As of August 31, 2022, the total loans - convertible amounted to $159,432 which includes $42,050 of accrued interest. The conversion price of the note was fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “ Derivatives and Hedging Notes payable: (5) During May 2022, the Company repaid the principal for three related related-party notes payable for $55,479. The repaid notes were dated July 10, 2020, November 27, 2020 and January 12, 2021. The unpaid accrued interest balance was $3,922 at August 31, 2022. (6) On March 30, 2022, the Company entered into a Loan Agreement with a third party for $340,000. The first drawdown was on April 4, 2022. The loan bears interest at 2% per month with a maturity date of March 30, 2023. The loan requires a $50,000 repayment of principal plus interest from 120 days and 240 days from the date of the first drawdown and the balance of principal and interest due must be repaid before 360 days of the first drawdown. As of August 31, 2022, there have been no repayments of principal. In addition, the Company transferred 12,878,787 shares of its investment in PLC common stock as collateral. The shares are held in the lender’s brokerage account. The Loan required a loan arrangement fee of $34,000 added to the loan principal balance and a $1,700 finder’s fee paid to an individual for an aggregate of $35,700. The $35,700 is considered debt issued cost and amortized over the term of the loan. For the three and nine months ended August 31, 2022, the Company recorded interest expense on the debt issued costs of $9,124 and $12,991, respectively. As of August 31, 2022, the Company paid $23,847 of interest on the loan. The unpaid principal and interest balance was $382,100 at August 31, 2022. The unpaid principal balance net of debt issues cost of $22,709 was $351,291 at August 31, 2022. (7) During April and May 2022, the Company repaid the principal and interest on five related related-party notes payable for $170,348. The repaid notes were dated June 8, 2021, June 17, 2021 June 29, 2021, September 20, 2021 and October 29, 2021 for $148,865. The Company inadvertently overpaid the related party loans by $21,483. The overpayment has not been repaid at August 31, 2022 and is netted against due to related party in the accompanying consolidated balance sheet. Notes payable and convertible notes payable transactions during the nine months ended August 31, 2022, consisted of the following: Balance, November 30, 2021 $ 952,418 Borrowings 374,000 Less repayments (198,879 ) Less, foreign exchange adjustment (42,996 ) Less debt issue cost (22,709 ) Balance, August 31, 2022 $ 1,061,834 Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following: Fiscal year ended November 30, 2022 $ 710,543 Fiscal year ended November 30, 2023 374,000 Balance, August 31, 2022 $ 1,084,543 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS As of August 31, 2022, accounts payable and compensation owing to the Company’s CEO was $239,434 (November 30, 2021: $289,085). As of August 31, 2022, the Company owed $60,823 to the Company’s CEO less a May 2022 $21,483 overpayment on related party notes payable for an aggregate of $39,341 (November 30, 2021: $60,823). On August 31, 2022, notes payable owing to related parties was $171,086 (November 30, 2021: $396,063) and accrued interest owing to related parties was $21,922 (November 30, 2021: $16,727). On September 11, 2018, the Company signed a Consulting Agreement for the Company’s former Chief Operating Officer (COO) beginning August 1, 2018 through December 31, 2020. The COO resigned on December 1, 2020 and will serve the company in other capacities. On May 21, 2021, the former COO was compensated with 1,750,000 unregistered shares of the common stock valued at $40,425 or $0.0231 per share. On August 4, 2021, the former COO was compensated with 500,000 unregistered shares of the common stock valued at $10,000 or $0.02 per share. On September 17, 2018, the Company signed a three-year Consulting Agreement for the Company’s President. Effective June 1, 2018, the President is compensated $8,500 per month for an aggregate of $102,000 per year. Effective August 1, 2018, the President was compensated with 5,000,000 unregistered shares of the Company’s common stock valued at $200,000 or $0.04 per share. In addition, on August 1 of each year for this agreement, the President will be compensated with 1,000,000 unregistered shares of the Company’s common stock. On August 1, 2018, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $40,000 or $0.04 a share. On August 1, 2019, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $97,500 or $0.975 a share. Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. On August 1, 2020, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $18,600 or $0.0186 share. The agreement terminated on June 1, 2021, thereafter, the Company’s CEO was compensated with $15,000 per month on a month-to-month basis. On August 4, 2021, the Company’s CEO was compensated with 5,000,000 unregistered shares of the common stock valued at $100,000 or $0.02 per share. The non-stock compensation amounted to $45,000 and $135,000 for the three and nine months ended August 31, 2022 and 2021. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Aug. 31, 2022 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 7 - CAPITAL STOCK The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share. As of August 31, 2022, no rights have been assigned to the preferred shares and the rights will be established upon issuance. The Company values noncash issuance of Company common stock to executives, consultants and others based on the closing market price on the date earned. As at August 31, 2022, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share. On August 1, 2018, the Company granted 1,000,000 unregistered common shares, at $0.04 per share, valued at $40,000, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 18, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s president. On February 1, 2019, the Company granted 250,000 at $0.147 per share, valued at $36,750, unregistered common shares pursuant to a consulting agreement for the Company’s former Chief Operating Officer (COO). As of August 31, 2022, the shares have not been issued to the former COO. On April 1, 2019, the Company granted 163,132 at $0.1226 per share, valued at $20,000, unregistered common shares as per an option agreement to explore and evaluate the battery materials in South Dakota. As of August 31, 2022, the shares have not been issued to the individual. On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or $0.0998 per share. The consultant has earned 202,546 shares valued at $6,773 or $0.0334 per share for the nine months ended August 31, 2021 and 503,341 shares valued at $13,465 or $0.0268 per share, for an aggregate of 705,887 shares valued at $20,237 or $0.0287 per share. 705,887 shares were issued to the consultant on August 11, 2021. As of August 31, 2022, the consultant earned an additional 104,270 shares valued at $3,885 or $0.0373 per share under the agreement. On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 18, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s president. On August 1, 2019, the Company granted 250,000 at $0.0975 per share, valued at $24,375, unregistered common shares for services to the Company for the Company’s former Chief Operating Officer (COO). As of August 31, 2022, the shares have not been issued to the Company’s former COO. On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. On May 21, 2021, the Company issued 912,310 unregistered shares of the Company’s common stock to the investor. The Company used the proceeds for working capital. On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. On March 21, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s president. On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. On May 21, 2021, the Company issued 2,174,545 unregistered shares of the Company’s common stock to the investor. The Company used the proceeds for working capital. On January 11, 2021, the Company issued a stock subscription for 176,966 unregistered shares of the Company’s common stock to pay a past due balance from one of the Company’s vendors. The shares were valued at $5,309 or $0.03 per share. On April 19, 2021, the Company issued 176,966 unregistered shares of the Company’s common stock to the vendor. On May 21, 2021, the Company issued 1,750,000 unregistered shares of the Company’s common stock to the Company’s former COO. The shares were earned on May 21, 2021 as a bonus for services to the Company. The shares were valued at $40,425 or $0.0231 per share. On August 4, 2021, the Company issued 500,000 unregistered shares of the Company’s common stock to the Company’s former COO as a bonus for services to the Company. The shares were valued at $10,000 or $0.02 per share. On August 4, 2021, the Company issued 5,000,000 unregistered shares of the Company’s common stock to the Company’s CEO for services to the Company. The shares were valued at $100,000 or $0.02 per share. On August 4, 2021, the Company issued 11,079,939 shares of the Company’s common stock to convert $332,398 of principal and interest at $0.03 per share to fully satisfy the convertible promissory note dated August 14, 2019. As of August 31, 2022, the Company had 104,361,576 (November 30, 2021: 104,361,576) common shares issued and outstanding. |
MATERIAL CONTRACTS
MATERIAL CONTRACTS | 9 Months Ended |
Aug. 31, 2022 | |
MATERIAL CONTRACTS | |
MATERIAL CONTRACTS | NOTE 8 - MATERIAL CONTRACTS The Company renewed a twelve-month lease agreement for office space ending on June 30, 2021 for $770 per month and an aggregate of $9,240 over the term of the lease. The lease terminated on June 1, 2021 and was not renewed. The Company settled the unpaid balance for $6,000 which resulted in $3,447 reversal of rent expense. The rent expense recognized was ($3,447) and $1,496 for three and nine months ended August 31, 2021. On September 14, 2019, the Company entered an agreement with a consultant as the Company’s Business Development Director including such other management advisory services as may be reasonably requested by the Company. The agreement terminated on August 31, 2021 and was not renewed. The consultant was compensated with $4,000 a month beginning September 1, 2019. The consultant earned $12,000 and $36,000 for the three and nine months ended August 31, 2021. During May 2022, the Company signed a twelve-month operating lease for office space for $3,738 ($3,000 GBP) per month. The company has recorded rent expenses of $10,831 and $14,569 for the three and nine months ended August 31, 2022 under the agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS On December 15, 2022, the Company sold 700,000 shares of the TM PLC investment. The proceeds were $11,873 or $0.017 per share. On January 10, 2023, the Company sold 1,300,000 shares of the TM PLC investment. The proceeds were $23,111 or $0.0178 per share. The Company has evaluated all events occurring subsequently to these consolidated financial statements through June 13, 2023 and determined there were no other items to disclose. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Century Cobalt Limited (“CCL”), a United Kingdom public company. CCL was formed to hold the equity investment with Technology Metals, PLC, a related party. All intercompany balance between the Company and CCL are eliminated in consolidation. Also included within the accompanying consolidated financial statements are the Company’s unconsolidated equity investment with Technology Metals, PLC, a related party, which is accounted for under the equity method of accounting. See Note 4 – Sale of Emperium and Equity Method Investment |
Accounting Basis | The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end. |
Risks and Uncertainties | The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31, 2022 and November 30, 2021, respectively, the Company had $6,327 and $26,654 of unrestricted cash to be used for future business operations. The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company’s bank deposits may exceed the insured amount. Management believes it has little risk related to the excess deposits. |
Prepaid Expenses | The Company considers all items incurred for future services to be prepaid expenses. |
Equity Method for Investments | The equity method is an accounting technique used by the Company to record the profits earned or losses through its investment in another company. With the equity method of accounting, the Company reports the income or loss by the other company on its income statement, in an amount proportional to the percentage of its equity investment in the other company. The equity method is used to value a company’s investment in another company when it holds significant influence over the company it is investing in. The threshold for “significant influence” is commonly a 20-50% ownership. Under the equity method, the investment is initially recorded at historical cost, and adjustments are made to the value based on the investor’s percentage ownership in net income, loss, and dividend payouts. Net income of the investee company increases the Company’s value on the balance sheet, while the investee’s loss or dividend payout decreases it. |
Fair Value of Financial Instruments | Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, 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. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. All assets and liabilities of the Company approximate fair value. |
Valuation of Long-Lived and Intangible Assets | We assess the impairment of long-lived assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future. |
Concentrations of Credit Risk | The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Stock-Based Compensation | The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The scope of Topic 718, Compensation-Stock Compensation, includes share-based payments issued to employees and non-employees for goods and services. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. Total stock-based compensation amounted to $-0- and $111,085 for the three months ended August 31, 2022 and 2021, respectively, and $2,170 and $157,594 for the nine months ended August 31, 2022 and 2021, respectively. |
Income Taxes | The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company is not aware of any uncertain tax position that, if challenged, would have a material effect on the consolidated financial statements for the nine months ended August 31, 2022, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. The Company is in the process of filing all unfiled tax returns. All tax returns for the Company remain open for examination. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The convertible debt to common shares and unissued stock earned could potentially amount to approximately 2,760,306 additional shares issued by the Company. The Company’s convertible notes, and unissued shares are included from the computation of diluted earnings per share for the three months ended August 31, 2022 due to no reported net income in any period presented. The Company’s convertible notes, and unissued shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s losses for the three and nine months ended August 31, 2022 and 2021. |
Foreign Currency Translation | The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign transactions into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign transactions into the U.S. dollar reporting currency at the exchange rate on the date of the transaction. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging-Contracts in Entity’s Own Equity Management believes recently no other issued accounting pronouncements will have an impact on the consolidated financial statements of the Company. |
Mineral Properties | Costs of exploration are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present. |
Capitalization | Only assets with a cost over $5,000 and a useful life of over 1 year are capitalized. All other costs are expensed in the period incurred. |
Reclassifications | Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. |
SALE OF EMPERIUM AND EQUITY M_2
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | |
Schedule of Sale of emperium and equity method investment | Total Emperium resource property $ 248,000 Related party receivable 70,145 Total $ 318,145 |
Schedule of the results of operations | August 31, 2022 Net Loss of TM PLC $ 1,741,960 Company equity loss from TM PLC $ 652,701 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
NOTES PAYABLE | |
Schedule of Notes payable | Date of Note Principal Amount at Issuance ($) Interest Rate Maturity Date Interest Accrued ($) October 20, 2016 (1) 5,000 8% October 20, 2017 2,346 January 9, 2017 (1) 9,000 8% January 9, 2018 4,063 April 24, 2017 (1) 10,000 8% April 24, 2018 4,285 June 19, 2017 (1) 7,000 8% June 19, 2018 2,914 September 18, 2017 (1) 6,000 8% September 18, 2018 2,377 January 5, 2018 (1) 10,000 8% January 5, 2019 3,724 April 17, 2018 (1) 30,000 8% April 17, 2019 10,502 July 27, 2018 (1) 31,700 12% July 27, 2019 15,591 August 15, 2018 (1) 108,000 12% August 15, 2019 52,444 September 7, 2018 (1) 15,000 12% July 31, 2020 7,170 September 12, 2018 (1) 20,500 12% August 15, 2020 9,766 September 27, 2018 (1) 10,000 12% July 31, 2020 4,714 October 10, 2018 (1) 42,000 12% July 31, 2020 19,621 November 20, 2018 (1) 7,905 12% July 31, 2020 3,587 November 20, 2018 (1) 7,970 12% July 31, 2020 3,615 December 18, 2018 (1) 25,000 12% July 31, 2020 11,112 January 24, 2019 (1) 42,000 12% August 15, 2020 18,158 February 18, 2019 (1) 20,000 12% February 18, 2020 8,483 March 6, 2019 (1) 10,000 12% August 15, 2020 4,188 May 3, 2019 (1) 25,000 12% July 31, 2020 9,994 July 1, 2019 (2) 29,055 10% December 30, 2021 10,663 July 15, 2019 (2) 29,055 10% December 30, 2021 10,552 July 31, 2019 (2) 29,055 10% December 30, 2021 10,425 September 3, 2019 (2) 17,433 10% December 30, 2021 6,092 October 8, 2019 (2) 9,298 10% December 30, 2021 3,160 November 6, 2019 (2) 3,487 10% December 30, 2021 1,158 July 10, 2020 (1) (5) - 5% June 18, 2021 1,079 September 2, 2020 (1) 11,622 5% June 18, 2021 1,159 November 27, 2020 (1) (5) - 5% June 18, 2021 1,282 December 22, 2020 (1) 17,433 5% June 18, 2021 1,476 January 12, 2021 (1) (5) - 5% June 18, 2021 1,561 March 5, 2021 (1) 29,055 5% June 18, 2021 2,169 April 14, 2021 (1) 34,866 5% June 18, 2021 2,412 November 16, 2021 (1) 58,110 5% November 16, 2021 2,302 April 4, 2022 (6) 374,000 24% March 30, 2023 8,100 Grand Total 1,084,544 262,244 |
Schedule of Convertible Notes payable transactions | Balance, November 30, 2021 $ 952,418 Borrowings 374,000 Less repayments (198,879 ) Less, foreign exchange adjustment (42,996 ) Less debt issue cost (22,709 ) Balance, August 31, 2022 $ 1,061,834 |
Schedule of repayment notes payable | Fiscal year ended November 30, 2022 $ 710,543 Fiscal year ended November 30, 2023 374,000 Balance, August 31, 2022 $ 1,084,543 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |||||
Stock based compensation | $ 0 | $ 111,085 | $ 2,170 | $ 157,594 | |
Unrestricted cash | 6,327 | 6,327 | $ 26,654 | ||
Capitalized asset cost | 5,000 | 5,000 | |||
Insured limit | $ 250,000 | $ 250,000 | |||
Federal corporate income tax rate | 35% | 21% | |||
Common Stock, unissued shares | 2,760,306 | 2,760,306 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
GOING CONCERN | ||
Accumulated deficit | $ (5,016,694) | $ (4,748,118) |
SALE OF EMPERIUM AND EQUITY M_3
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT (Details) | Aug. 31, 2022 USD ($) |
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | |
Emperium resource property | $ 248,000 |
Related party receivable | 70,145 |
Total | $ 318,145 |
SALE OF EMPERIUM AND EQUITY M_4
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT (Details 1) | Aug. 31, 2022 USD ($) |
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT | |
Net Loss of TM PLC | $ 1,741,960 |
Company equity loss from TM PLC | $ 652,701 |
SALE OF EMPERIUM AND EQUITY M_5
SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2022 | May 31, 2022 | Aug. 31, 2021 | May 31, 2021 | May 31, 2021 | Aug. 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Nov. 30, 2021 | |
Unregistered Shares of Company Emperium Assets | 420,000,000 | ||||||||
Unregistered Shares, Related party receivable | 50,000,000 | ||||||||
Aggregate shares | 470,000,000 | ||||||||
Related party recievable | $ 70,415 | ||||||||
Sold shares | 4,375,000 | ||||||||
Proceeds from sale of share | $ 148,631 | ||||||||
Remaining shares | 465,625,000 | 465,625,000 | |||||||
Gain from equity method investment | $ 0 | $ 0 | $ 0 | $ 0 | $ 16,008 | 16,008 | $ 0 | ||
Gain from equity method investment | $ 0.034 | ||||||||
Equity method investment | $ 0 | $ 0 | $ 132,623 | $ 132,623 | |||||
Description of loss | the Company’s equity investment was reduced to $-0-, only $132,623 of the $652,701 loss from the TM PLC equity investment was posted in the accompanying consolidated statements of operations. | ||||||||
Company ownership Interest | 38.80% | 38.80% | |||||||
Ownership [Member] | |||||||||
Company ownership Interest | 37.50% | 37.50% |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 9 Months Ended |
Aug. 31, 2022 USD ($) | |
Sub Total [Member] | |
Notes payable | $ 1,084,544 |
Interest accured | 262,244 |
October 20, 2016 [Member] | |
Notes payable | 5,000 |
Interest accured | $ 2,346 |
Maturity Date | Oct. 20, 2017 |
Interest Rate | 8% |
January 9, 2017 [Member] | |
Notes payable | $ 9,000 |
Interest accured | $ 4,063 |
Maturity Date | Jan. 09, 2018 |
Interest Rate | 8% |
April 24, 2017 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 4,285 |
Maturity Date | Apr. 24, 2018 |
Interest Rate | 8% |
June 19, 2017 [Member] | |
Notes payable | $ 7,000 |
Interest accured | $ 2,914 |
Maturity Date | Jun. 19, 2018 |
Interest Rate | 8% |
September 18, 2017 [Member] | |
Notes payable | $ 6,000 |
Interest accured | $ 2,377 |
Maturity Date | Sep. 18, 2018 |
Interest Rate | 8% |
January 5, 2018 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 3,724 |
Maturity Date | Jan. 05, 2019 |
Interest Rate | 8% |
April 17, 2018 [Member] | |
Notes payable | $ 30,000 |
Interest accured | $ 10,502 |
Maturity Date | Apr. 17, 2019 |
Interest Rate | 8% |
July 27, 2018 [Member] | |
Notes payable | $ 31,700 |
Interest accured | $ 15,591 |
Maturity Date | Jul. 27, 2019 |
Interest Rate | 12% |
August 15, 2018 [Member] | |
Notes payable | $ 108,000 |
Interest accured | $ 52,444 |
Maturity Date | Aug. 15, 2019 |
Interest Rate | 12% |
September 7, 2018 [Member] | |
Notes payable | $ 15,000 |
Interest accured | $ 7,170 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
September 12, 2018 [Member] | |
Notes payable | $ 20,500 |
Interest accured | $ 9,766 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12% |
September 27, 2018 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 4,714 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
October 10, 2018 [Member] | |
Notes payable | $ 42,000 |
Interest accured | $ 19,621 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
November 20, 2018 One [Member] | |
Notes payable | $ 7,905 |
Interest accured | $ 3,587 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
November 20, 2018 [Member] | |
Notes payable | $ 7,970 |
Interest accured | $ 3,615 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
December 18, 2018 [Member] | |
Notes payable | $ 25,000 |
Interest accured | $ 11,112 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
January 24, 2019 [Member] | |
Notes payable | $ 42,000 |
Interest accured | $ 18,158 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12% |
February 18, 2019 [Member] | |
Notes payable | $ 20,000 |
Interest accured | $ 8,483 |
Maturity Date | Feb. 18, 2020 |
Interest Rate | 12% |
March 6, 2019 [Member] | |
Notes payable | $ 10,000 |
Interest accured | $ 4,188 |
Maturity Date | Aug. 15, 2020 |
Interest Rate | 12% |
May 3, 2019 [Member] | |
Notes payable | $ 25,000 |
Interest accured | $ 9,994 |
Maturity Date | Jul. 31, 2020 |
Interest Rate | 12% |
July 1, 2019 [Member] | |
Notes payable | $ 29,055 |
Interest accured | $ 10,663 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
July 15, 2019 [Member] | |
Notes payable | $ 29,055 |
Interest accured | $ 10,552 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
July 31, 2019 [Member] | |
Notes payable | $ 29,055 |
Interest accured | $ 10,425 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
September 3, 2019 [Member] | |
Notes payable | $ 17,433 |
Interest accured | $ 6,092 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
October 8, 2019 [Member] | |
Notes payable | $ 9,298 |
Interest accured | $ 3,160 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
November 6, 2019 [Member] | |
Notes payable | $ 3,487 |
Interest accured | $ 1,158 |
Maturity Date | Dec. 30, 2021 |
Interest Rate | 10% |
July 10, 2020 [Member] | |
Notes payable | $ 0 |
Interest accured | $ 1,079 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
September 2, 2020 [Member] | |
Notes payable | $ 11,622 |
Interest accured | $ 1,159 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
November 27, 2020 [Member] | |
Notes payable | $ 0 |
Interest accured | $ 1,282 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
December 22, 2020 [Member] | |
Notes payable | $ 17,433 |
Interest accured | $ 1,476 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
January 12, 2021 [Member] | |
Notes payable | $ 0 |
Interest accured | $ 1,561 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
March 5, 2021 [Member] | |
Notes payable | $ 29,055 |
Interest accured | $ 2,169 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
April 14, 2021 [Member] | |
Notes payable | $ 34,866 |
Interest accured | $ 2,412 |
Maturity Date | Jun. 18, 2021 |
Interest Rate | 5% |
November 16, 2021 [Member] | |
Notes payable | $ 58,110 |
Interest accured | $ 2,302 |
Maturity Date | Nov. 16, 2021 |
Interest Rate | 5% |
April 4, 2022 [Member] | |
Notes payable | $ 374,000 |
Interest accured | $ 8,100 |
Maturity Date | Mar. 30, 2023 |
Interest Rate | 24% |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | 9 Months Ended |
Aug. 31, 2022 USD ($) | |
NOTES PAYABLE | |
Notes Payable, Begining Balance | $ 952,418 |
Borrowings | 374,000 |
Less repayments | (198,879) |
Less, foreign exchange adjustment | (42,996) |
Less debt issue cost | (22,709) |
Notes Payable, Ending Balance | $ 1,061,834 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | 9 Months Ended |
Aug. 31, 2022 USD ($) | |
Repayment of principal | $ 1,084,543 |
November 30, 2022 [Member] | |
Repayment of principal | 710,543 |
November 30, 2023 [Member] | |
Repayment of principal | $ 374,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 04, 2021 | Aug. 14, 2019 | Jul. 22, 2021 | Jul. 30, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2019 | Nov. 30, 2021 | |
Accrued interest | $ 42,050 | $ 42,050 | ||||||||||
Repayment of principal | 55,479 | |||||||||||
Total short-term loans | 159,432 | 159,432 | $ 172,301 | |||||||||
Interest expense on debt discount | $ 0 | 0 | $ 8,114 | |||||||||
Debt discount interest | 0 | 15,009 | ||||||||||
Repayment of principal | 1,084,543 | |||||||||||
Interest expense | 49,687 | $ 30,675 | 102,655 | 85,347 | ||||||||
Unpaid principal and interest balance | 382,100 | 382,100 | ||||||||||
Debt issues cost | 22,709 | |||||||||||
Interest paid | 23,847 | 0 | ||||||||||
Overpaid to related party | 39,341 | 39,341 | 60,823 | |||||||||
Conversion of stock amount | $ 332,398 | 0 | $ 332,398 | |||||||||
Convertible note | 117,382 | 117,382 | $ 134,280 | |||||||||
Convertible unsecured term loan facility [Member] | ||||||||||||
Convertible note | 159,432 | 159,432 | ||||||||||
Convertible unsecured term loan facility | $ 241,220 | $ 68,815 | $ 253,900 | |||||||||
Notes payable [Member] | ||||||||||||
Accrued interest | 3,922 | 3,922 | ||||||||||
Notes payable | $ 34,000 | 34,000 | ||||||||||
Repayment of principal | $ 50,000 | |||||||||||
Common stock transferred | 12,878,787 | 12,878,787 | ||||||||||
Loan arrangement fee | $ 340,000 | $ 340,000 | ||||||||||
Finder's fee | 1,700 | 1,700 | ||||||||||
Repaid notes | 148,865 | |||||||||||
Amortized of debt issues cost | 35,700 | |||||||||||
Aggregate Amount | 35,700 | |||||||||||
Interest expense | 9,124 | |||||||||||
Interest paid | 12,991 | |||||||||||
Prepaid expenses | 6,886 | 6,886 | ||||||||||
Principal amount | 22,709 | 22,709 | ||||||||||
Debt issues cost | 31,832 | |||||||||||
Unpaid balance | 351,291 | 351,291 | ||||||||||
Repayment of notes payble | 170,348 | |||||||||||
Overpaid to related party | $ 21,483 | 21,483 | ||||||||||
Promissory note [Member] | Convertible unsecured term loan facility [Member] | ||||||||||||
Debt discount interest | $ 0 | |||||||||||
Total installments amount drawn | 129,340 | $ 130,633 | ||||||||||
Debt discount | $ 34,853 | $ 12,654 | ||||||||||
Convertible notes payable, third installment | $ 130,646 | $ 2,050 | ||||||||||
Convertible Share | 11,079,939 | |||||||||||
Maturity date | Apr. 16, 2021 | Jan. 23, 2023 | Oct. 30, 2020 | |||||||||
Interest Rate | 10% | 5% | 10% | 2% | 2% | |||||||
Conversion rate | $ 0.03 | $ 0.03 | $ 0.08 | |||||||||
Facility fee | 5% | 5% | ||||||||||
Conversion of stock amount | $ 332,398 | $ 0 | ||||||||||
Fair value of conversion | $ 68,815 | |||||||||||
Description for the ability to withdraw funds | The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 04, 2021 | May 21, 2021 | May 31, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | |
Notes payable to related party | $ 171,086 | $ 396,063 | |||
Accrued interest to related party | 21,922 | 16,727 | |||
Accounts payable and compensation | 239,434 | 289,085 | |||
Officers compensation | 60,823 | 60,823 | |||
Overpaid to related party | 21,483 | ||||
Aggregate value | 39,341 | ||||
Notes payable to related parties | $ 171,086 | 396,063 | |||
August 1, 2020 [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 18,600 | ||||
Price per share | $ 0.0186 | ||||
Consulting agreement [Member] | |||||
Price per share | $ 0.0334 | ||||
Consulting agreement [Member] | February 1, 2019 [Member] | |||||
Number of unregistered shares granted to optionor | 250,000 | ||||
Price per share | $ 0.147 | ||||
Consulting agreement [Member] | August 1, 2018 [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 97,500 | ||||
Price per share | $ 0.04 | ||||
Consulting agreement [Member] | August 4, 2021[Member] | |||||
Number of unregistered shares granted to optionor | 5,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 100,000 | ||||
Price per share | $ 0.02 | ||||
Consulting agreement [Member] | COO [Member] | |||||
Officers compensation | $ 45,000 | $ 135,000 | |||
Periodic compensation payable to related party | 15,000 | ||||
Number of unregistered shares granted to optionor | 500,000 | 1,750,000 | |||
Notes payable to related parties | $ 171,086 | $ 396,063 | |||
Number of unregistered shares granted to optionor, value | $ 10,000 | $ 40,425 | |||
Share price of unregistered shares granted to optionor | $ 0.02 | $ 0.0231 | |||
Price per share | $ 0.0231 | ||||
Consulting agreement [Member] | COO [Member] | August 1, 2019 [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 97,500 | $ 97,500 | |||
Price per share | $ 0.0975 | ||||
Consulting agreement [Member] | COO [Member] | August 1, 2019 (1) [Member] | |||||
Number of unregistered shares granted to optionor | 250,000 | ||||
Number of unregistered shares granted to optionor, value | $ 24,375 | ||||
Price per share | $ 975 | ||||
Consulting agreement [Member] | President [Member] | June 1, 2018 [Member] | |||||
Officers compensation | $ 102,000 | ||||
Periodic compensation payable to related party | $ 8,500 | ||||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | |||||
Price per share | $ 0.0975 | ||||
Consulting agreement [Member] | President [Member] | August 1, 2020 [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 18,600 | ||||
Share price of unregistered shares granted to optionor | $ 0.0186 | ||||
Consulting agreement [Member] | President [Member] | August 1, 2018 [Member] | |||||
Number of unregistered shares granted to optionor | 5,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 200,000 | ||||
Share price of unregistered shares granted to optionor | $ 0.04 | ||||
Consulting agreement [Member] | President [Member] | August 1, 2018 One [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 40,000 | ||||
Share price of unregistered shares granted to optionor | $ 0.04 | ||||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | |||||
Number of unregistered shares granted to optionor | 1,000,000 | ||||
Number of unregistered shares granted to optionor, value | $ 97,500 | ||||
Share price of unregistered shares granted to optionor | $ 0.975 | ||||
Description of incrimental compensation | Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 04, 2021 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | Aug. 11, 2021 | May 21, 2021 | Apr. 19, 2021 | Mar. 21, 2021 | Mar. 18, 2021 | |
Conversion of stock amount | $ 332,398 | $ 0 | $ 332,398 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | ||||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued | 104,361,576 | 104,361,576 | ||||||||
Common stock, shares outstanding | 104,361,576 | 104,361,576 | ||||||||
August 1, 2020 [Member] | ||||||||||
Common stock value per share | $ 0.0186 | |||||||||
Common Stock Unregistered Shares Granted | 1,000,000 | |||||||||
Number of unregistered shares issued,Value | $ 18,600 | |||||||||
Number of unregistered shares issued | 1,000,000 | |||||||||
August 4, 2021(1) [Member] | ||||||||||
Common stock value per share | $ 0.02 | |||||||||
Common Stock Unregistered Shares Granted | 5,000,000 | |||||||||
Number of unregistered shares issued,Value | $ 100,000 | |||||||||
April 1, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.1226 | |||||||||
Number of unregistered shares issued,Value | $ 20,000 | |||||||||
Common Stock Unregistered Shares Granted | 163,132 | |||||||||
June 5, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.0998 | |||||||||
Common Stock Unregistered Shares Granted | 50,000 | |||||||||
Common stock, unregistered shares granted, value | $ 4,990 | |||||||||
January 11, 2021 [Member] | ||||||||||
Common stock value per share | $ 0.03 | |||||||||
Common Stock Unregistered Shares Granted | 176,966 | |||||||||
Common stock, unregistered shares granted, value | $ 5,309 | |||||||||
Number of unregistered shares issued | 176,966 | |||||||||
August 4, 2021 [Member] | ||||||||||
Common stock value per share | $ 0.02 | |||||||||
Common stock, unregistered shares granted, value | $ 10,000 | |||||||||
Number of unregistered shares issued | 500,000 | |||||||||
August 4, 2021(2) [Member] | ||||||||||
Conversion of stock amount | $ 332,398 | |||||||||
Common stock value per share | $ 0.03 | |||||||||
Common Stock Unregistered Shares Granted | 11,079,939 | |||||||||
December 23, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.05 | |||||||||
Common stock, unregistered shares granted, value | $ 45,616 | |||||||||
Number of unregistered shares issued | 912,310 | 912,310 | ||||||||
Consulting agreement [Member] | ||||||||||
Common stock value per share | $ 0.0334 | |||||||||
Common Stock Unregistered Shares Granted | 202,546 | |||||||||
Common stock, unregistered shares granted, value | $ 6,773 | |||||||||
Consulting agreement [Member] | February 1, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.147 | |||||||||
Number of unregistered shares issued,Value | $ 36,750 | |||||||||
Common Stock Unregistered Shares Granted | 250,000 | |||||||||
Consulting agreement [Member] | August 1, 2018 [Member] | ||||||||||
Common stock value per share | $ 0.04 | |||||||||
Number of unregistered shares issued,Value | $ 40,000 | |||||||||
Common Stock Unregistered Shares Granted | 1,000,000 | |||||||||
Number of unregistered shares issued | 1,000,000 | |||||||||
Consulting agreement [Member] | February 3, 2020 [Member] | ||||||||||
Common stock value per share | $ 0.0275 | |||||||||
Common Stock Unregistered Shares Granted | 2,174,545 | |||||||||
Common stock, unregistered shares granted, value | $ 59,800 | |||||||||
Number of unregistered shares issued | 2,174,545 | |||||||||
Consulting agreement [Member] | COO [Member] | ||||||||||
Common stock value per share | $ 0.0231 | |||||||||
Common Stock Unregistered Shares Granted | 1,750,000 | |||||||||
Common stock, unregistered shares granted, value | $ 40,425 | |||||||||
Consulting agreement [Member] | COO [Member] | August 1, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.0975 | |||||||||
Common Stock Unregistered Shares Granted | 24,375 | |||||||||
Number of unregistered shares issued | 250,000 | |||||||||
Consulting agreement [Member] | President [Member] | August 1, 2019 [Member] | ||||||||||
Common stock value per share | $ 0.0975 | |||||||||
Common Stock Unregistered Shares Granted | 1,000,000 | |||||||||
Common stock, unregistered shares granted, value | $ 97,500 | |||||||||
Number of unregistered shares issued | 1,000,000 | |||||||||
Consulting Agreement 1 [Member] | ||||||||||
Common stock value per share | $ 0.0268 | |||||||||
Common Stock Unregistered Shares Granted | 503,341 | |||||||||
Common stock, unregistered shares granted, value | $ 13,465 | |||||||||
Consulting Agreement 2 [Member] | ||||||||||
Common stock value per share | $ 0.0287 | |||||||||
Common Stock Unregistered Shares Granted | 705,887 | |||||||||
Common stock, unregistered shares granted, value | $ 20,237 | |||||||||
Number of unregistered shares issued | 705,887 | |||||||||
Consulting Agreement 3 [Member] | ||||||||||
Common stock value per share | $ 0.0373 | |||||||||
Common Stock Unregistered Shares Granted | 104,270 | |||||||||
Common stock, unregistered shares granted, value | $ 3,885 |
MATERIAL CONTRACTS (Details Nar
MATERIAL CONTRACTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 14, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Lease agreement [Member] | |||||
Description for the commencement and termination of the agreement | The lease terminated on June 1, 2021 | ||||
Operating lease total rental payable | $ 9,240 | $ 9,240 | |||
Unpaid balance of lease agreement | 6,000 | ||||
Reversal of rent expense | 3,447 | ||||
Operating lease periodic rental payments | 770 | ||||
Rent expense | $ 10,831 | $ 3,447 | 14,569 | $ 1,496 | |
Operating lease for office space | 3,000 | $ 3,738 | |||
Consultant [Member] | |||||
Consultant compensated amount | $ 4,000 | ||||
Consultant earned amount | $ 12,000 | $ 36,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Jan. 10, 2023 | Dec. 15, 2022 |
Share issue during period | 1,300,000 | 700,000 |
Proceed from sale | $ 23,111 | $ 11,873 |
Common stock value per share | $ 0.0178 | $ 0.017 |