Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2020 | Mar. 16, 2021 | May 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | PureBase Corp | ||
Entity Central Index Key | 0001575858 | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,789,476 | ||
Entity Common Stock, Shares Outstanding | 214,950,751 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 7,450 | $ 8,400 |
Accounts receivable, net of allowances for uncollectables of $18,277 and $11,137, respectively | 2,500 | 17,063 |
Prepaid expenses and other assets | 5,390 | 4,953 |
Total Current Assets | 15,340 | 30,416 |
Property and equipment, net | 620,000 | 772 |
Mineral rights acquisition costs | 200,000 | |
Total Assets | 635,340 | 231,188 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 164,040 | 344,225 |
Stock payable | ||
Settlement liability | 400,000 | 475,000 |
Note payable to officer | 127,816 | 132,596 |
Due to affiliated entities | 1,091,158 | |
Notes payable, related party | 25,000 | 25,000 |
Notes payable | ||
Total Current Liabilities | 1,808,014 | 976,821 |
Convertible notes paayble - affiliated entity, net of discount of $49,000 | 129,000 | |
Total Liabilities | 1,937,014 | 976,821 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Deficit: | ||
Preferred stock, $.001 par value; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively | ||
Common stock, $.001 par value; 520,000,000 shares authorized; 214,950,751 and 208,650,741 shares issued and outstanding, respectively | 144,547 | 138,247 |
Additional paid-in capital | 11,307,806 | 10,364,990 |
Accumulated deficit | (12,754,027) | (11,248,870) |
Total Stockholders' Deficit | (1,301,674) | (745,633) |
Total Liabilities and Stockholders' Deficit | $ 635,340 | $ 231,188 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Allowances for uncollectables | $ 18,277 | $ 11,137 |
Debt discount | $ 49,000 | |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common Stock, shares authorized | 520,000,000 | 520,000,000 |
Common Stock, shares issued | 214,950,751 | 208,650,741 |
Common Stock, shares outstanding | 214,950,751 | 208,650,741 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Statement [Abstract] | ||
Revenue, net | $ 169,410 | $ 361,930 |
Operating Expenses: | ||
Selling, general and administrative | 1,427,288 | 1,498,961 |
Product fulfillment | 77,465 | 212,949 |
Loss on impairment of mineral rights | 200,000 | |
Total Operating Expenses | 1,704,753 | 1,711,910 |
Loss From Operations | (1,535,343) | (1,349,980) |
Other Income (Expense): | ||
Other income | 46,283 | 261 |
Interest expense | (16,097) | (552,740) |
Loss on conversion of related party debt and payables | (1,230,964) | |
Total Other Income (Expense) | 30,186 | (1,783,443) |
Net Loss | $ (1,505,157) | $ (3,133,423) |
Loss per Common Share - Basic and Diluted | $ (0.01) | $ (0.02) |
Weighted Average Shares Outstanding - Basic and Diluted | 214,850,741 | 155,011,842 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Nov. 30, 2018 | $ 70,943 | $ 3,050,893 | $ (8,115,447) | $ (4,993,611) | |
Beginning balance, shares at Nov. 30, 2018 | 141,347,173 | ||||
Stock based compensation | 60,854 | 60,854 | |||
Shares issued for conversion of related party payables and note | $ 66,539 | 7,152,896 | 7,219,435 | ||
Shares issued for conversion of related party payables and note, shares | 66,538,568 | ||||
Shares issued for consulting | $ 100 | 9,900 | 10,000 | ||
Shares issued for consulting, shares | 100,000 | ||||
Shares issued for subscription payable | $ 665 | 90,447 | 91,112 | ||
Shares issued for subscription payable, shares | 665,000 | ||||
Net loss | (3,133,423) | (3,133,423) | |||
Ending balance at Nov. 30, 2019 | $ 138,247 | 10,364,990 | (11,248,870) | (745,633) | |
Ending balance, shares at Nov. 30, 2019 | 208,650,741 | ||||
Stock based compensation | 56,609 | 56,609 | |||
Shares issued for services | $ 100 | 33,900 | 34,000 | ||
Shares issued for services, shares | 100,000 | ||||
Shares issued for in Quove asset purchase | $ 6,200 | 613,800 | 620,000 | ||
Shares issued for in Quove asset purchase, shares | 6,200,000 | ||||
Forgiveness of related party liabilities | 150,257 | 150,257 | |||
Beneficial conversion feature on convertible debt | 88,250 | 88,250 | |||
Net loss | (1,505,157) | (1,505,157) | |||
Ending balance at Nov. 30, 2020 | $ 144,547 | $ 11,307,806 | $ (12,754,027) | $ (1,301,674) | |
Ending balance, shares at Nov. 30, 2020 | 214,950,741 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (1,505,157) | $ (3,133,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for Doubtful Accounts | 7,140 | |
Depreciation | 772 | 2,316 |
Stock based compensation | 90,609 | 60,854 |
Issuance of common stock for services | 101,112 | |
Loss on conversion of related party payables and debt | 1,230,964 | |
Loss on impairment of mineral rights | 200,000 | |
Amortization of debt discount | 39,250 | |
Settlement liability | (75,000) | 475,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,423 | (8,792) |
Prepaid expenses and other current assets | (437) | 2,786 |
Accounts payable and accrued expenses | (29,928) | 718,289 |
Net Cash Used In Operating Activities | (1,265,328) | (550,894) |
Cash Flows From Financing Activities: | ||
Advances from related parties | 1,091,158 | 595,513 |
Proceeds from convertible notes payable - affiliated entities | 178,000 | |
Payments on notes due to officers | (4,780) | (44,500) |
Net Cash Provided By Financing Activities | 1,264,378 | 551,013 |
Net Increase (Decrease) In Cash | (950) | 119 |
Cash - Beginning of Year | 8,400 | 8,281 |
Cash - End of Year | 7,450 | 8,400 |
Cash paid for: | ||
Interest paid | ||
Income taxes paid | ||
Noncash investing and financing activities: | ||
Vendors paid by Affiliated Entities | 23,403 | |
Common shares issued for debt settlement with related party | $ 7,219,435 | |
Common shares issued for asset purchase | 620,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 – organization and business operations Corporate History The Company was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help them plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to the identification, acquisition, exploration, development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation in January 2015. The Company is headquartered in Ione, California. Business Overview The Company, through its two divisions, Purebase Ag and Purebase SCM, is engaged in the agricultural and construction-materials sectors. In the agricultural sector, the Company’s business is to develop specialized fertilizers, sun protectants, soil amendments, and bio-stimulants for organic and non-organic sustainable agriculture. In the construction sector, the Company’s focus in 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 it believes that 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 poducts 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. |
Going Concern and Liquidity
Going Concern and Liquidity | 12 Months Ended |
Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Liquidity | NOTE 2 – GOING CONCERN AND LIQUIDITY The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At November 30, 2020, the Company had a significant accumulated deficit of approximately $12,754,000 and working capital deficit of approximately $1,793,000. For the fiscal year ended November 30, 2020, we had a loss from operations of approximately $1,535,000 and negative cash flows from operations of approximately $1,265,000. The Company’s operating activities 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 | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Principles of Consolidation These consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries PureBase AG and USAM. Intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on December 1, 2018, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of December 1, 2018. The reported results for the fiscal year 2019 reflect the application of ASC topic 606. 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 60 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 year ended November 30, 2020: Humate INU SHADE SulFe Hume Si Total $ 8,450 $ 126,100 $ 34,860 $ 169,410 Revenue consists of the following by product offering for the year ended November 30, 2019: Humate INU SHADE SulFe Hume Si Total $ 9,450 $ 182,238 $ 170,242 $ 361,930 Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalents as of November 30, 2020 or 2019. Account Receivable The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of and for the years ended November 30, 2020 and 2019, the Company has determined that an allowance of $18,277 and $11,137, respectively, for doubtful accounts was necessary. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the years ended November 30, 2020 and 2019 Exploration Stage In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. There were no costs related to exploration activities for the years ended November 30, 2020 and 2019. Mineral Rights Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. Total capitalized costs related to mineral rights was $200,000 as of November 30, 2020 and November 30, 2019. At November 30, 2020, the Company deemed the mineral rights asset to be fully impaired (See Note 6.) Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. The net amounts incurred were $180 and $0 included in general administrative expenses for the years ended November 30, 2020 and 2019, respectively. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $5,913 and $2,065 for the years ended November 30, 2020 and 2019, respectively, and are recorded in selling, general and administrative expenses on the statement of operations. Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All 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 years ended November 30, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended November 30, 2020 2019 Convertible Notes 1,112,500 - Stock Options 1,345,000 550,000 Total 2,457,500 550,000 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Nov. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITIONS Asset Purchase - Quove Corporation On May 1, 2020, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Quove Corporation, a Colorado corporation, (“Quove”), pursuant to which the Company will purchase from Quove all of the assets used in conjunction with the operating of its gold processing plant. The purchase price of $620,000 was satisfied with the issuance of 6,200,000 shares of the Company’s common stock at a fair value of $0.10 per share to Quove and the assumption of up to $10,000 of Quove’s liabilities. The acquisition closed on June 11, 2020. The Company plans to use the assets and parts from the assets to augment and improve their current infrastructure related to the production and development of its SCMs. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: November 30, November 30, Furniture and equipment $ 6,952 $ 6,952 Machinery and equipment 35,151 35,151 Automobiles and trucks 25,061 25,061 Construction in process 620,000 - 687,164 67,164 Less: accumulated depreciation (67,164 ) (66,392 ) Property and equipment, net $ 620,000 $ 722 Total depreciation expense for the years ended November 30, 2020 and 2019 was $722 and $2,316, respectively. |
Mining Rights
Mining Rights | 12 Months Ended |
Nov. 30, 2020 | |
Extractive Industries [Abstract] | |
Mining Rights | NOTE 6 – MINING RIGHTS Placer Mining Claims Lassen County, CA Placer Mining Claim Notices have been filed and recorded with the US Bureau of Land Management (the “BLM”) relating to 50 Placer mining claims identified as “USMC 1” thru “USMC 50” covering 1,145 acres of mining property located in Lassen County, California and known as the “Long Valley Pozzolan Deposit”. The Long Valley Pozzolan Deposit is a placer claims resource in which the Company holds non-patented mining rights to 1,145acres of contiguous placer claims within the boundaries of a known and qualified Pozzolan deposit. These claims were assigned to the Company by one of its founders at his original cost basis of $0. These claims require a payment of $30,000 per year to the BLM. On September 5, 2019, the Board approved to discontinue any and all mining and related activities at the Long Valley project. As a result, the claims have reverted to the BLM. Federal Preference Rights Lease in Esmeralda County NV This Preference Rights Lease is granted by the BLM covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by the Company. All rights and obligations under the Preference Rights lease have been assigned to the Company by USMC. These rights are presented at their cost of $200,000. This lease requires a payment of $7,503 per year to the BLM. At November 30, 2020, the Company performed an impairment analysis on the mineral rights asset. The Company believes the fair value of the mineral rights are fully impaired due to the following significant factors: (i) the Company discontinued all mining and related activities related to the operation of its business, (ii) the minerals being mined from the location were to be used by the Company in a discontinued product, and (iii) there are multiple third-party sources to buy the minerals at a relatively inexpensive price. Additionally, the Company concluded that the carrying amount of the mineral rights would not be recoverable due to the Company forecasting that the future undiscounted cash flows from the mineral rights asset would not exceed the carrying amount of the mineral rights asset. As a result, the Company recorded a loss on impairment of mineral rights of $200,000 on its statement of operations during the year ended November 30, 2020. 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 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company. During the year ended November 30, 2017, USMC, agreed to offset the $75,000 deposit against money owed to USMC. As a result, the purchase price is $650,000 plus expenses. Mr. Bremer has not restricted the Company from continuing its exploration on or access to the Snow White mine property. 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% beneficial ownership of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”). The Purchase Price plus 5% interest shall be payable in full in cash at the closing which can occur at any time before April 1, 2022. As of November 30, 2020, the Company has yet to close on the purchase. |
Notes Payable
Notes Payable | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE Craig Barto and USMC The Company assumed a $1,000,000 promissory note with Craig Barto, an owner of USMC, on November 24, 2014, in connection with the acquisition of USAM by the Company. The note bears simple interest at an annual rate of 5% and the principal and accrued interest were payable on May 1, 2016. Upon the occurrence of an event of default, which includes voluntary or involuntary bankruptcy, all unpaid principal, accrued interest and other amounts owing are immediately due, payable and collectible by the lender pursuant to applicable law. During fiscal year 2019, the note was in default and the Company continued to have discussions with holder of the note to extend the note under the same terms and conditions to cure the default. Pursuant to the February 7, 2020 Amendment to the September 5, 2019, Debt Exchange Agreement, Mr. Barto assigned the note to USMC effective July 31, 2019. On September 5, 2019, the Company entered into a Debt Exchange Agreement with USMC pursuant to which an aggregate of $5,988,471 of debt, including accrued and unpaid interest, was converted to an aggregate of 66,538568 shares of the Company’s common stock at a per share conversion price of $0.09. Included in the $5,988,471 of settled debt was $1,000,000 in principal and $234,247 in unpaid and accrued interest related to the note. On September 5, 2019, the fair value of the Company’s common stock was $0.1085 per share. The $0.0185 difference in share price resulted in a loss on conversion of $1,230,964 for the year ended November 30, 2019, which the Company recorded on the consolidated statements of operations as a loss on conversion of related party debt and payables. The balance of the note was $0 as of November 30, 2020 and 2019, respectively (See Note 12). 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% major shareholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. 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 November 30, 2020. The balance on the note was $25,000 as of November 30, 2020 and 2019. See (Note 12). Total interest expense on the note was $1,496 for the fiscal years ended November 30, 2020 and 2019. A. Scott Dockter – President and Chief Executive Officer On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, CEO and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note to Mr. Dockter bears interest at 6% and is due upon demand. During the year ended November 30, 2019, the Company repaid $44,500 towards the outstanding balance of the note. The balance on the note was $127,816 and $132,596 as of November 30, 2020 and 2019, respectively (See Note 12). Total interest expense on the note was $8,679 and $11,859 for the fiscal years ended November 30, 2020 and 2019, respectively. Convertible Promissory Notes – USMC December 1, 2019 On December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a two-year convertible promissory note in the amount of $20,000 to USMC, with a maturity date of December 31, 2021 (“Tranche #1”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the holder, at a conversion price of $0.16 per share. The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $20,000. Total straight-line amortization of this discount totaled $9,593 during the fiscal year ended November 30, 2020. Total interest expense on Tranche #1 was approximately $1,000 for the fiscal year ended November 30, 2020. January 1, 2020 On January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a two-year convertible promissory note in the amount of $86,000 to USMC, with a maturity date of January 1, 2022 (“Tranche #2”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the Holder, at a conversion price of $0.16 per share. The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $32,250. Total straight-line amortization of this discount totaled $14,735 for the fiscal year ended November 30, 2020. Total interest expense on Tranche #2 was approximately $3,935 for the fiscal year ended November 30, 2020. February 1, 2020 On February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a two-year convertible promissory note in the amount of $72,000 to USMC, with a maturity date of February 1, 2022 (“Tranche #3”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001 par value, at any time at the option of the Holder, at a conversion price of $0.16 per share. The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $36,000. Total straight-line amortization of this discount totaled $14,922 for the fiscal year ended November 30, 2020. Total interest expense on Tranche #3 was approximately $8,988 for the fiscal year ended November 30, 2020. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Nov. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: November 30, November 30, Accounts payable $ 84,600 $ 265,449 Accrued interest 39,948 44,846 Accrued compensation 39,492 33,930 Accounts payable and accrued expenses $ 164,040 $ 344,225 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Office and Rental Property Leases The Company is using office space provided by USMC, a related party that is owned by the Company’s majority shareholders and directors A. Scott Dockter and John Bremer. See Note 12. Mineral Properties The Company’s mineral rights require various annual lease payments (See Note 6). Legal Matters On September 21, 2016, the Company terminated its employment agreement with its then President, David Vickers (“Vickers”). Subsequently, Vickers alleged claims of age discrimination, fraud in the inducement, violation of California Labor Code §970 and breach of contract against the Company (collectively, the “Vicker Claims”). On April 14,2017, Vickers served the Company with a demand for arbitration of the Vicker Claims before the Judicial Arbitration and Mediation Services, Inc. On June 5, 2018, the parties participated in a voluntary mediation but were unable to reach a resolution. An arbitration hearing was held on August 6, 2019 to August 8, 2019. An interim-preliminary decision was rendered in connection with the arbitration however, a final award was not determined and judicial proceedings were not initiated. On June 25, 2020, the parties entered into a written settlement agreement pursuant to which the Company agreed to pay Vickers the aggregate sum of $580,976, including interest of $13,079, (the “Settlement Sum”) in exchange for a general release of all Vicker Claims and a covenant to forebear all litigation against Company. The Company timely paid the Settlement Sum and the case was terminated effective November 25, 2020. On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum amount of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019 in the normal course, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. This dispute is currently in the early stages of arbitration. An arbitration hearing date has not yet been assigned. On August 30, 2018 the Company was named as a defendant in a complaint filed by Tessenderlo Kerley, Inc. (“Tessenderlo”) in the United States District Court for the District of Arizona (Case # CV-18-2756-PHX-DJH) alleging trademark infringement relating to the plaintiff’s trademark PURSHADE and the Company’s product PureBase Shade Advantage. The Company filed its answer on September 21, 2018, denying the allegations set forth in the complaint. A settlement conference was held on June 11, 2019. The Company entered into a settlement agreement and release (the “Settlement Agreement”) with Tessenderlo effective July 8, 2019. Pursuant to the Settlement Agreement the Company agreed, among other requirements for dissemination of information with its product, to make various changes to the packaging of its Purebase Shade Advantage products relating to the visual representation of the product’s names. Under the Settlement Agreement, each party fully released the other party from all existing claims and liabilities. There were no monetary damages as part of the Settlement Agreement. As a result of the Settlement Agreement, the case was dismissed on July 9, 2019. 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. Trial is scheduled for seven days beginning June 21, 2021. On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) 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 mis-labelling 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 consolidated balance sheet at November 30, 2020. Contractual Matters On November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC performs services relating to various technical evaluations and mine development services for the Company with regard to the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC. On October 12, 2018 the Board approved a material supply agreement with USMC, a related party, pursuant to which USMC will provide designated natural resources to the Company at predetermined prices (See Note 12). Resignation of Directors Effective April 8, 2020, Calvin Lim resigned as a member of the Board. His resignation was not a result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies, or practices of the Company. Appointment of Directors The Company entered into a twelve-month director agreement with Jeffrey Guzy (“Guzy”), effective as of April 8, 2020, (the “Director Agreement”). Pursuant to the Director Agreement, Guzy will be entitled to $1,000 per month for serving on the Board, which will accrue as debt until the Company has its first cash flow positive month. Upon the termination of the initial term of the Director Agreement or Guzy’s earlier removal or resignation, such accrued amount will be paid in common stock of the Company at a conversion rate of the lower of $0.15 per share or the 20-day volume weighted average price from the last date Guzy was on the Board. Guzy was also granted an immediately exercisable five-year option to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. Guzy was appointed as the chairman of the Audit Committee and the Compensation Committee. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10 - Stockholders’ Equity Equity Transactions During the Period During the fiscal year ended November 30, 2020, the Company issued 6,200,000 shares of the Company’s common stock with a fair value of $0.10 per share to Quove Corporation for the purchase of assets used in conjunction with the operating of its gold processing plant (See Note 4). During the fiscal year ended November 30, 2020, the Company issued 100,000 shares of the Company’s common stock with a fair value of $0.094 per share to an investor pursuant to an investment banking agreement for services rendered. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Nov. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | Note 11 – 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 November 30, 2020, 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 shares of common stock pursuant to employment contracts with certain employees prior to the adoption of the Option Plan. The Company granted options to purchase an aggregate of 795,000 shares of common stock during the fiscal year ended November 30, 2020. There were no stock options granted during the year ended November 30, 2019. The weighted average grant date fair value of options granted and vested during the year ended November 30, 2020 was $17,695. The weighted average non-vested grant date fair value of non-vested options was $6,663 at November 30, 2020. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at November 30, 2018 550,000 $ 2.74 Granted - - Exercised - - Expired or cancelled - - Outstanding at November 30, 2019 550,000 2.74 Granted 795,000 0.10 Exercised - - Expired or cancelled - - Outstanding at November 30, 2020 1,345,000 $ 1.18 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at November 30, 2020: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 400,000 3.64 $ 0.099 - 0.10 395,000 4.42 0.10 350,000 0.12 50,000 7.82 0.12 50,000 3.00 500,000 5.25 3.00 500,000 1,345,000 4.62 $ 1.18 900,000 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. The aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.08 as of November 30, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. On April 8, 2020, the Company granted a director an option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $27,088. The options vest immediately at the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.11; strike price - $0.10; expected volatility – 305%; risk-free interest rate – 0.47%; dividend rate – 0%; and expected term – 2.50 years. On April 15, 2020, the Company granted two advisory board members options to purchase an aggregate of 200,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $19,481. The options vest one year from the date of grant. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.099; strike price - $0.10; expected volatility – 304%; risk-free interest rate – 0.34%; dividend rate – 0%; and expected term – 2.50 years. On June 2, 2020, the Company granted a consultant an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $10,739. The options vest immediately at the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.11; strike price - $0.10; expected volatility – 283%; risk-free interest rate – 0.20%; dividend rate – 0%; and expected term – 2.50 years. On July 7, 2020, the Company granted a consultant an option to purchase 45,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $4,435. The options vest one year from the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.10; strike price - $0.10; expected volatility – 282%; risk-free interest rate – 0.28%; dividend rate – 0%; and expected term – 3.00 years. On September 18, 2020, the Company granted a member of the advisory board an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.099 per share and a fair value of $9,712. The options vest from the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.099; strike price - $0.099; expected volatility – 297%; risk-free interest rate – 0.16%; dividend rate – 0%; and expected term – 2.50 years. On October 12, 2020, the Company granted a member of the advisory board an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.099 per share and a fair value of $9,121. The options vest from the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.099; strike price - $0.099; expected volatility – 297%; risk-free interest rate – 0.20%; dividend rate – 0%; and expected term – 2.50 years. Total compensation expense related to the options was $56,609 and $60,854 for the years ended November 30, 2020 and 2019, respectively. As of November 30, 2019, there was $23,966 in future compensation cost related to non-vested stock options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS Bayshore Capital Advisors, LLC On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 with an interest rate of 6% per annum to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% shareholder of the Company for working capital purposes. 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 November 30, 2020. US Mine Corporation The Company entered into a contract mining agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter and John Bremer, pursuant to which USMC will provide various technical evaluations and mine development services to the Company. During the years ended November 30, 2020 and 2019, the Company made purchases from USMC totaling $0 and $153,180, respectively, and are recorded as part of accounts payable on the Company’s consolidated balance sheets. Services totaling $0 and $142,210 were rendered by USMC for the years ended November 30, 2020 and 2019, respectively, and are recorded as part of due to affiliates on the Company’s consolidated balance sheets. In addition, during the fiscal years ended November 30, 2020 and 2019, USMC paid $1,900 and $23,403, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company and also made cash advances to the Company of $1,084,789 and $595,513, respectively, and are recorded as part of due to affiliates on the Company’s consolidated balance sheets. The amounts owed for services rendered, expenses paid on behalf of the Company, and cash advances were converted into the Company’s common stock as part of the September 5, 2019 Debt Exchange Agreement (See Note 7). The balance due to USMC is $1,091,158 and $0 at November 30, 2020 and 2019, respectively. 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 November 30, 2020, USMC has purchased notes totaling $178,000 with maturity dates ranging from December 1, 2021 through February 1, 2022 (See Note 7). Interest expense on these notes totaled $7,923 for the fiscal year ended November 30, 2020 and is recorded as part of due to affiliates on the consolidated balance sheets. The outstanding balance due on the notes to USMC is $178,000 and $0 at November 30, 2020 and November 30, 2019, respectively. On April 9, 2020, USMC agreed to forgive $150,257 in outstanding accounts payable from PureBase AG effective February 29, 2020. The Company treated this as a capital contribution and recorded the forgiveness as an increase in additional paid in capital on the consolidated balance sheet at November 30, 2020. On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered into on October 12, 2018. All kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. Under the terms of the Supply Agreement, the Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC shall adjust the cost to the Company to conform to the more favorable terms. The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days. 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. Transactions with Officers On August 31, 2017, the Company issued a note in the amount of $197,096 to Arthur Scott Dockter, President, CEO and a director of the Company to consolidate the total amounts due to and assumed by Mr. Dockter. The note bears interest at 6% and is due upon demand. During the fiscal years ended November 30, 2020 and 2019, the Company repaid $4,780 and $44,500, respectively, towards the balance of the note. As of November 30, 2020 and 2019, the principal balance due on this note is $127,816 and $132,596, respectively, and is recorded as Note Payable to Officer on the consolidated balance sheet. Interest expense for this note was $8,679 and $11,859 for the fiscal years ended November 30, 2020 and 2019, respectively. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Nov. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 13 – CONCENTRATION OF CREDIT RISK Cash Deposits Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of November 30, 2020 and 2019, the Company had no deposits in excess of the FDIC insured limit. Revenues Three customers accounted for 79% of total revenue for the fiscal year ended November 30, 2020, as set forth below: Customer A 39 % Customer B 21 % Customer C 19 % Four customers accounted for 87% of total revenue for the year ended November 30, 2019, as set forth below: Customer A 35 % Customer B 23 % Customer C 18 % Customer D 11 % Accounts Receivable Two customers accounted for 100% of the accounts receivable as of November 30, 2020, as set forth below: Customer A 80 % Customer B 20 % Two customers accounted for 100% of the accounts receivable as of November 30, 2019, as set forth below: Customer A 66 % Customer B 34 % Vendors One supplier accounted for 85% of purchases as of November 30, 2020. Two suppliers accounted for 100% of purchases as of November 30, 2019, as set forth below: Vendor A, a related party 88 % Vendor B 12 % |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The Company identified their federal and California state tax returns as their “major” tax jurisdictions. The periods our income tax returns are subject to examination for these jurisdictions are 2015 through 2020. The Company believe their income tax filing positions and deductions will be sustained on audit, and they do not anticipate any adjustments that would result in a material change to their financial position. Therefore, no liabilities for uncertain tax positions have been recorded. At November 30, 2020, we had available net operating loss carry-forwards for federal income tax reporting purposes of approximately $2,474,949 which are available to offset future taxable income. As a result of the Tax Cuts Job Act 2017, certain of these carry-forwards do not expire. We have not performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which significantly impacts our ability to realize these deferred tax assets. Our net deferred tax assets, liabilities and valuation allowance as of November 30, 2020 and 2019 are summarized as follows: Year Ended November 30, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 897,800 $ 2,140,900 Changes in prior year estimates - - Total deferred tax assets 897,800 2,140,900 Valuation allowance (897,800 ) (2,140,900 ) Net deferred tax assets $ - $ - F-22 We record a valuation allowance in the full amount of our net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. The valuation allowance decreased $1,243,100 during the fiscal year ended November 30, 2020. The valuation allowance increased $831,300 during the fiscal year ended November 30, 2019. A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended November 30, 2020 and 2019 is as follows: 2020 2019 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (7 ) (7 ) Incentive stock options 5 2 Change in valuation allowance 23 27 Other (- ) (1 ) Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2020 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On January 21, 2021, Michael Fay was appointed Chief Financial Officer of the Company. Mr. Fay will be entitled to an annual base salary of $144,000 to be reviewed on an annual basis. In connection with such appointment, Mr. Fay was granted a five-year option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.067 per share under the Option plan. The options vest on the one-year anniversary of the date of grant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries PureBase AG and USAM. Intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Revenue | Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on December 1, 2018, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of December 1, 2018. The reported results for the fiscal year 2019 reflect the application of ASC topic 606. 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 60 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 year ended November 30, 2020: Humate INU SHADE SulFe Hume Si Total $ 8,450 $ 126,100 $ 34,860 $ 169,410 Revenue consists of the following by product offering for the year ended November 30, 2019: Humate INU SHADE SulFe Hume Si Total $ 9,450 $ 182,238 $ 170,242 $ 361,930 |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalents as of November 30, 2020 or 2019. |
Account Receivable | Account Receivable The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of and for the years ended November 30, 2020 and 2019, the Company has determined that an allowance of $18,277 and $11,137, respectively, for doubtful accounts was necessary. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the years ended November 30, 2020 and 2019 |
Exploration Stage | Exploration Stage In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. There were no costs related to exploration activities for the years ended November 30, 2020 and 2019. |
Mineral Rights | Mineral Rights Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. Total capitalized costs related to mineral rights was $200,000 as of November 30, 2020 and November 30, 2019. At November 30, 2020, the Company deemed the mineral rights asset to be fully impaired (See Note 6.) |
Shipping and Handling | Shipping and Handling The Company incurs shipping and handling costs which are charged back to the customer. The net amounts incurred were $180 and $0 included in general administrative expenses for the years ended November 30, 2020 and 2019, respectively. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $5,913 and $2,065 for the years ended November 30, 2020 and 2019, respectively, and are recorded in selling, general and administrative expenses on the statement of operations. |
Fair Value Measurements | Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All 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 years ended November 30, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended November 30, 2020 2019 Convertible Notes 1,112,500 - Stock Options 1,345,000 550,000 Total 2,457,500 550,000 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregated Revenue | Revenue consists of the following by product offering for the year ended November 30, 2020: Humate INU SHADE SulFe Hume Si Total $ 8,450 $ 126,100 $ 34,860 $ 169,410 Revenue consists of the following by product offering for the year ended November 30, 2019: Humate INU SHADE SulFe Hume Si Total $ 9,450 $ 182,238 $ 170,242 $ 361,930 |
Schedule of Estimated Useful Life of Property and Equipment | Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Equipment 3-5 years Autos and trucks 5 years |
Schedule of Outstanding Shares Excluded from Diluted Loss Per Share | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended November 30, 2020 2019 Convertible Notes 1,112,500 - Stock Options 1,345,000 550,000 Total 2,457,500 550,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: November 30, November 30, Furniture and equipment $ 6,952 $ 6,952 Machinery and equipment 35,151 35,151 Automobiles and trucks 25,061 25,061 Construction in process 620,000 - 687,164 67,164 Less: accumulated depreciation (67,164 ) (66,392 ) Property and equipment, net $ 620,000 $ 722 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following amounts: November 30, November 30, Accounts payable $ 84,600 $ 265,449 Accrued interest 39,948 44,846 Accrued compensation 39,492 33,930 Accounts payable and accrued expenses $ 164,040 $ 344,225 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at November 30, 2018 550,000 $ 2.74 Granted - - Exercised - - Expired or cancelled - - Outstanding at November 30, 2019 550,000 2.74 Granted 795,000 0.10 Exercised - - Expired or cancelled - - Outstanding at November 30, 2020 1,345,000 $ 1.18 |
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 November 30, 2020: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.099 400,000 3.64 $ 0.099 - 0.10 395,000 4.42 0.10 350,000 0.12 50,000 7.82 0.12 50,000 3.00 500,000 5.25 3.00 500,000 1,345,000 4.62 $ 1.18 900,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Credit Risk | Revenues Three customers accounted for 79% of total revenue for the fiscal year ended November 30, 2020, as set forth below: Customer A 39 % Customer B 21 % Customer C 19 % Four customers accounted for 87% of total revenue for the year ended November 30, 2019, as set forth below: Customer A 35 % Customer B 23 % Customer C 18 % Customer D 11 % Accounts Receivable Two customers accounted for 100% of the accounts receivable as of November 30, 2020, as set forth below: Customer A 80 % Customer B 20 % Two customers accounted for 100% of the accounts receivable as of November 30, 2019, as set forth below: Customer A 66 % Customer B 34 % Vendors One supplier accounted for 85% of purchases as of November 30, 2020. Two suppliers accounted for 100% of purchases as of November 30, 2019, as set forth below: Vendor A, a related party 88 % Vendor B 12 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets and Liabilities | Our net deferred tax assets, liabilities and valuation allowance as of November 30, 2020 and 2019 are summarized as follows: Year Ended November 30, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 897,800 $ 2,140,900 Changes in prior year estimates - - Total deferred tax assets 897,800 2,140,900 Valuation allowance (897,800 ) (2,140,900 ) Net deferred tax assets $ - $ - |
Schedule of Reconciliation of Federal Income Tax Benefit | A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended November 30, 2020 and 2019 is as follows: 2020 2019 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (7 ) (7 ) Incentive stock options 5 2 Change in valuation allowance 23 27 Other (- ) (1 ) Effective tax rate - % - % |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Date of incorporation | Mar. 2, 2010 |
Entity incorporation, state or country code | NV |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (12,754,027) | $ (11,248,870) |
Working capital deficit | (1,793,000) | |
Loss From Operations | (1,535,343) | (1,349,980) |
Cash flows from operations | $ (1,265,328) | $ (550,894) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash equivalents | ||
Allowance for doubtful accounts receivable | 18,277 | 11,137 |
Impairment losses | ||
Costs related to exploration activities | ||
Capitalized costs related to mineral rights | 200,000 | 200,000 |
Advertising and marketing expenses | 5,913 | 2,065 |
Shipping and Handling [Member] | General and Administrative Expense [Member] | ||
Costs and expense | $ 180 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue | $ 169,410 | $ 361,930 |
Humate INU Advantage [Member] | ||
Revenue | 8,450 | 9,450 |
Shade Advantage (WP) [Member] | ||
Revenue | 126,100 | 182,238 |
SulFe Hume Si Advantage [Member] | ||
Revenue | $ 34,860 | $ 170,242 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Nov. 30, 2020 | |
Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 5 years |
Autos and Trucks [Member] | |
Property and equipment estimated useful lives | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Outstanding Shares Excluded from Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Potentially dilutive securities | 2,457,500 | 550,000 |
Convertible Notes [Member] | ||
Potentially dilutive securities | 1,112,500 | |
Stock Options [Member] | ||
Potentially dilutive securities | 1,345,000 | 550,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jun. 11, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Shares issued price per share | $ 0.08 | ||
Liabilities assumption, value | $ 1,937,014 | $ 976,821 | |
Purchase Agreement [Member] | Quove Corporation [Member] | |||
Purchase price | $ 620,000 | ||
Number of shares issued during period, shares | 6,200,000 | ||
Shares issued price per share | $ 0.10 | ||
Liabilities assumption, value | $ 10,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 772 | $ 2,316 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Property and equipment, gross | $ 687,164 | $ 67,164 |
Less: accumulated depreciation | (67,164) | (66,392) |
Property and equipment, net | 620,000 | 772 |
Furniture and Equipment [Member] | ||
Property and equipment, gross | 6,952 | 6,952 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 35,151 | 35,151 |
Automobiles and Trucks [Member] | ||
Property and equipment, gross | 25,061 | 25,061 |
Construction in Process [Member] | ||
Property and equipment, gross | $ 620,000 |
Mining Rights (Details Narrativ
Mining Rights (Details Narrative) | Apr. 01, 2020USD ($) | Oct. 15, 2015USD ($) | Dec. 01, 2014USD ($)aPlacer | Nov. 28, 2014USD ($) | Nov. 30, 2020USD ($)aPlacer | Nov. 30, 2017USD ($) |
Loss on impairment of mineral rights | $ (200,000) | |||||
Snow White Pozzolan Mine [Member] | ||||||
Purchase mining properties | $ 836,000 | |||||
Ownership percentage | 19.00% | |||||
Percentage of purchase price | 5.00% | |||||
BLM [Member] | California, San Bernardino [Member] | ||||||
Number of placer mining claim | Placer | 50 | |||||
Acres of land | a | 1,145 | |||||
Carrying cost | $ 0 | |||||
Claims payment | $ 30,000 | |||||
BLM [Member] | California, San Bernardino [Member] | Long Valley Pozzolan Deposit [Member] | ||||||
Acres of land | a | 1,145 | |||||
BLM [Member] | California, San Bernardino [Member] | Snow White Mine [Member] | Purchase Agreement [Member] | USMC [Member] | ||||||
Number of placer mining claim | Placer | 5 | |||||
Acres of land | a | 280 | |||||
Escrow deposit | $ 50,000 | $ 600,000 | ||||
Payment for extend to close purchase agreement | $ 25,000 | |||||
Royalty payment | $ 3,500 | |||||
Purchase mining properties | $ 650,000 | $ 75,000 | ||||
BLM [Member] | California, San Bernardino [Member] | Snow White Mine [Member] | Purchase Agreement [Member] | USMC [Member] | Mr. John Bremer [Member] | ||||||
Payment for purchased property | $ 575,000 | |||||
BLM [Member] | Esmeralda County NV [Member] | ||||||
Acres of land | a | 2,500 | |||||
BLM [Member] | Esmeralda County NV [Member] | Potassium/Sulfur Deposit [Member] | ||||||
Acres of land | a | 15.5 | |||||
Carrying cost | $ 200,000 | |||||
Lease payment | $ 7,503 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 02, 2020 | Jan. 01, 2020 | Dec. 02, 2019 | Sep. 05, 2019 | Feb. 26, 2016 | Nov. 24, 2014 | Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2017 |
Settled debt | $ 4,780 | $ 44,500 | |||||||
Debt issued amount | $ 178,000 | $ 0 | |||||||
Common stock par value | $ .001 | $ .001 | |||||||
Amortization of debt discount | $ 39,250 | ||||||||
Major Shareholder [Member] | |||||||||
Ownership percentage | 10.00% | ||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #1 [Member] | |||||||||
Simple interest at an annual rate | 5.00% | ||||||||
Debt maturity date | Dec. 31, 2021 | ||||||||
Conversion price | $ 0.16 | ||||||||
Interest expenses | 1,000 | ||||||||
Debt issued amount | $ 20,000 | ||||||||
Debt term | 2 years | ||||||||
Common stock par value | $ 0.001 | ||||||||
Beneficial conversion feature | $ 20,000 | ||||||||
Amortization of debt discount | 9,593 | ||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #2 [Member] | |||||||||
Simple interest at an annual rate | 5.00% | ||||||||
Debt maturity date | Jan. 1, 2022 | ||||||||
Conversion price | $ 0.16 | ||||||||
Interest expenses | 3,935 | ||||||||
Debt issued amount | $ 86,000 | ||||||||
Debt term | 2 years | ||||||||
Common stock par value | $ 0.001 | ||||||||
Beneficial conversion feature | $ 32,250 | ||||||||
Amortization of debt discount | 14,735 | ||||||||
USMC [Member] | Convertible Promissory Notes [Member] | Tranche #3 [Member] | |||||||||
Simple interest at an annual rate | 5.00% | ||||||||
Debt maturity date | Feb. 1, 2022 | ||||||||
Conversion price | $ 0.16 | ||||||||
Interest expenses | 8,988 | ||||||||
Debt issued amount | $ 72,000 | ||||||||
Debt term | 2 years | ||||||||
Common stock par value | $ 0.001 | ||||||||
Beneficial conversion feature | $ 36,000 | ||||||||
Amortization of debt discount | 14,922 | ||||||||
Bayshore Capital Advisors, LLC [Member] | |||||||||
Note payable balance | $ 25,000 | 25,000 | 25,000 | ||||||
Simple interest at an annual rate | 6.00% | ||||||||
Debt maturity date | Aug. 26, 2016 | ||||||||
Ownership percentage | 10.00% | ||||||||
Maturity date, description | The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at November 30, 2020. | ||||||||
Interest expenses | 1,496 | 1,496 | |||||||
Arthur Scott Dockter [Member] | |||||||||
Note payable balance | 127,816 | 132,596 | |||||||
Simple interest at an annual rate | 6.00% | ||||||||
Interest expenses | 8,679 | 11,859 | |||||||
Debt issued amount | $ 197,096 | ||||||||
Repayments of notes payable | 4,780 | 44,500 | |||||||
US Agricultural Minerals, LLC [Member] | Craig Barto [Member] | |||||||||
Note payable balance | $ 1,000,000 | $ 0 | 0 | ||||||
Simple interest at an annual rate | 5.00% | ||||||||
Debt maturity date | May 1, 2016 | ||||||||
US Agricultural Minerals, LLC [Member] | Craig Barto [Member] | Debt Exchange Agreement [Member] | |||||||||
Note payable balance | $ 5,988,471 | ||||||||
Debt conversion, converted instrument, shares issued | 66,538,568 | ||||||||
Conversion price | $ 0.09 | ||||||||
Settled debt | $ 1,000,000 | ||||||||
Unpaid and accrued interest | $ 234,247 | ||||||||
Fair value of common share, per share | $ 0.1085 | ||||||||
Loss on debt conversion of related party debt | $ 1,230,964 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts payable and accrued expenses (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 84,600 | $ 265,449 |
Accrued interest | 39,948 | 44,846 |
Accrued compensation | 39,492 | 33,930 |
Accounts payable and accrued expenses | $ 164,040 | $ 344,225 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 25, 2020 | Apr. 08, 2020 | Mar. 29, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 01, 2020 | Jul. 08, 2020 | Jan. 11, 2019 |
Settlement liability | $ 400,000 | $ 475,000 | $ 400,000 | |||||
Stock options granted during period | 795,000 | |||||||
Exercise price of stock options | ||||||||
Superior Soils Supplements LLC [Member] | ||||||||
Claims sought value | $ 300,000 | |||||||
Chief Financial Officer, Al Calvanico [Member] | ||||||||
Monetary damages | $ 600,000 | |||||||
Robert Hurtado [Member] | Agregen [Member] | ||||||||
Monetary damages | $ 100,000,000 | |||||||
Settlement Agreement [Member] | David Vickers [Member] | ||||||||
Settlement sum | $ 580,976 | |||||||
Interest on settlement | $ 13,079 | |||||||
Directors Agreement [Member] | Mr. Jeffrey Guzy Director [Member] | ||||||||
Agreement, description | Pursuant to the Director Agreement, Guzy will be entitled to $1,000 per month for serving on the Board, which will accrue as debt until the Company has its first cash flow positive month. Upon the termination of the initial term of the Director Agreement or Guzy's earlier removal or resignation, such accrued amount will be paid in common stock of the Company at a conversion rate of the lower of $0.15 per share or the 20-day volume weighted average price from the last date Guzy was on the Board. | |||||||
Stock option exercisable term | 5 years | |||||||
Stock options granted during period | 250,000 | |||||||
Exercise price of stock options | $ 0.10 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 12 Months Ended |
Nov. 30, 2020$ / sharesshares | |
Common stock, per share | $ 0.08 |
Investment Agreement [Member] | Investors [Member] | |
Stock issued during period for services, shares | shares | 100,000 |
Common stock, per share | $ 0.094 |
Quove Corporation [Member] | Debt Exchange Agreement [Member] | |
Debt conversion, converted instrument, shares issued | shares | 6,200,000 |
Fair value of common share, per share | $ 0.10 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Oct. 12, 2020 | Sep. 18, 2020 | Jul. 07, 2020 | Jun. 02, 2020 | Apr. 15, 2020 | Apr. 08, 2020 | Nov. 10, 2017 | Nov. 30, 2020 | Nov. 30, 2019 |
Stock options granted during period | 795,000 | ||||||||
Weighted average grant date fair value of options granted | $ 17,695 | ||||||||
Weighted average grant date fair value of options vested | 17,695 | ||||||||
Weighted average grant date fair value of non-vested options | $ 6,663 | ||||||||
Stock option exercisable term | 10 years | ||||||||
Stock option vesting term | 3 years | ||||||||
Share based compensation, aggregate intrinsic value | $ 0 | ||||||||
Closing stock price | $ 0.08 | ||||||||
Stock-based options compensation expenses | $ 90,609 | $ 60,854 | |||||||
Stock Option [Member] | |||||||||
Stock-based options compensation expenses | $ 56,609 | 60,854 | |||||||
Future compensation cost related to non-vested stock options | $ 23,966 | ||||||||
Employment Contracts [Member] | Prior to the Adoption of Option Plan [Member] | |||||||||
Stock options granted during period | 500,000 | ||||||||
Director [Member] | |||||||||
Stock options granted during period | 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 | 305.00% | ||||||||
Risk-free interest rate | 0.47% | ||||||||
Dividend rate | 0.00% | ||||||||
Expected term | 2 years 6 months | ||||||||
Two Advisory Board [Member] | |||||||||
Stock options granted during period | 200,000 | ||||||||
Weighted average grant date fair value of options granted | $ 19,481 | ||||||||
Stock exercise price | 0.10 | ||||||||
Stock price | 0.099 | ||||||||
Strike price | $ 0.10 | ||||||||
Expected volatility | 304.00% | ||||||||
Risk-free interest rate | 0.34% | ||||||||
Dividend rate | 0.00% | ||||||||
Expected term | 2 years 6 months | ||||||||
Consultant [Member] | |||||||||
Stock options granted during period | 45,000 | 100,000 | |||||||
Weighted average grant date fair value of options granted | $ 4,435 | $ 10,739 | |||||||
Stock exercise price | 0.10 | 0.10 | |||||||
Stock price | 0.10 | 0.11 | |||||||
Strike price | $ 0.10 | $ 0.10 | |||||||
Expected volatility | 282.00% | 283.00% | |||||||
Risk-free interest rate | 28.00% | 0.20% | |||||||
Dividend rate | 0.00% | 0.00% | |||||||
Expected term | 3 years | 2 years 6 months | |||||||
Advisory Board [Member] | |||||||||
Stock options granted during period | 100,000 | 100,000 | |||||||
Weighted average grant date fair value of options granted | $ 9,121 | $ 9,712 | |||||||
Stock exercise price | 0.099 | 0.099 | |||||||
Stock price | 0.099 | 0.099 | |||||||
Strike price | $ 0.099 | $ 0.099 | |||||||
Expected volatility | 297.00% | 297.00% | |||||||
Risk-free interest rate | 20.00% | 16.00% | |||||||
Dividend rate | 0.00% | 0.00% | |||||||
Expected term | 2 years 6 months | 2 years 6 months | |||||||
2017 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||
Stock options granted during period | 50,000 | ||||||||
2017 Equity Incentive Plan [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||
Number of stock options reserved | 10,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Compensation Related Costs [Abstract] | ||
Number of Options Outstanding, beginning balance | 550,000 | 550,000 |
Number of Options, Granted | 795,000 | |
Number of Options, Exercised | ||
Number of Options, Expired or Cancelled | ||
Number of Options Outstanding, ending balance | 1,345,000 | 550,000 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 2.74 | $ 2.74 |
Weighted Average Exercise Price, Granted | 0.1 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired or Cancelled | ||
Weighted Average Exercise Price, Outstanding, ending balance | $ 1.18 | $ 2.74 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Shares Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | |
Outstanding Options | 1,345,000 | 550,000 | 550,000 |
Weighted- Average Remaining Life in Years | 3 years 7 months 13 days | ||
Weighted- Average Exercise Price | $ 1.18 | $ 2.74 | $ 2.74 |
Number Exercisable | 900,000 | ||
Exercise Price 1 [Member] | |||
Range of Exercise Prices | $ 0.099 | ||
Outstanding Options | 400,000 | ||
Weighted- Average Remaining Life in Years | 3 years 7 months 21 days | ||
Weighted- Average Exercise Price | $ 0.099 | ||
Number Exercisable | |||
Exercise Price 2 [Member] | |||
Range of Exercise Prices | $ 0.10 | ||
Outstanding Options | 395,000 | ||
Weighted- Average Remaining Life in Years | 4 years 5 months 1 day | ||
Weighted- Average Exercise Price | $ 0.10 | ||
Number Exercisable | 350,000 | ||
Exercise Price 3 [Member] | |||
Range of Exercise Prices | $ 0.12 | ||
Outstanding Options | 50,000 | ||
Weighted- Average Remaining Life in Years | 7 years 9 months 25 days | ||
Weighted- Average Exercise Price | $ 0.12 | ||
Number Exercisable | 50,000 | ||
Exercise Price 4 [Member] | |||
Range of Exercise Prices | $ 3 | ||
Outstanding Options | 500,000 | ||
Weighted- Average Remaining Life in Years | 5 years 2 months 30 days | ||
Weighted- Average Exercise Price | $ 3 | ||
Number Exercisable | 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Oct. 02, 2020USD ($) | Apr. 22, 2020T | Apr. 09, 2020USD ($) | Feb. 26, 2016USD ($) | Nov. 30, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 26, 2019USD ($)$ / shares | Aug. 31, 2017USD ($) |
Note principal amount | $ 178,000 | $ 0 | ||||||
USMC [Member] | ||||||||
Lease term | 2 years | |||||||
Monthly rent | $ 1,500 | |||||||
Material Supply Agreement [Member] | ||||||||
Agreement term | 3 years | |||||||
Agreement description | The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days. | |||||||
Material Supply Agreement [Member] | Kaolin Clay for Supplementary Cementitious Materials [Member] | ||||||||
Materials and products for agriculture | T | 25 | |||||||
Royalty fee tons | T | 5 | |||||||
Material Supply Agreement [Member] | Bagged Products for Clay [Member] | ||||||||
Materials and products for agriculture | T | 145 | |||||||
Royalty fee tons | T | 5 | |||||||
Arthur Scott Dockter [Member] | ||||||||
Note payable balance | 127,816 | 132,596 | ||||||
Note payable interest rate percentage | 6.00% | |||||||
Note principal amount | $ 197,096 | |||||||
Interest expense | 8,679 | 11,859 | ||||||
Repayments of notes payable | 4,780 | 44,500 | ||||||
Bayshore Capital Advisors, LLC [Member] | ||||||||
Note payable balance | $ 25,000 | 25,000 | 25,000 | |||||
Note payable interest rate percentage | 6.00% | |||||||
Ownership percentage | 10.00% | |||||||
Maturity date, description | The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at November 30, 2020. | |||||||
Interest expense | $ 1,496 | 1,496 | ||||||
US Mine Corporation [Member] | ||||||||
Maturity date, description | Maturity dates ranging from December 1, 2021 through February 1, 2022 | |||||||
Purchases made during period, value | $ 0 | 153,180 | ||||||
Services cost | 0 | 142,210 | ||||||
Convertible notes | 178,000 | |||||||
US Mine Corporation [Member] | Securities Purchase Agreement [Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||
Note payable interest rate percentage | 5.00% | |||||||
Note principal amount | $ 1,000,000 | |||||||
Debt instrument, conversion price | $ / shares | $ 0.16 | |||||||
US Mine Corporation [Member] | Vendors and Creditors [Member] | ||||||||
Payments for expenses | 1,900 | 23,403 | ||||||
Cash advances | 1,084,789 | 595,513 | ||||||
Due to related parties | 1,091,158 | $ 0 | ||||||
USMC [Member] | ||||||||
Forgiveness of related party liabilities | $ 150,257 | |||||||
USMC [Member] | Affiliates [Member] | ||||||||
Interest expense | $ 7,923 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenues [Member] | ||
Concentration risk percentage | 79.00% | 87.00% |
Accounts Receivable [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Vendors [Member] | ||
Concentration risk percentage | 85.00% | 100.00% |
Vendors [Member] | One Supplier [Member] | Related Party [Member] | ||
Concentration risk percentage | 85.00% | |
Vendors [Member] | Two Supplier [Member] | Related Party [Member] | ||
Concentration risk percentage | 100.00% | |
Three Customers [Member] | Revenues [Member] | ||
Concentration risk percentage | 79.00% | |
Four Customers [Member] | Revenues [Member] | ||
Concentration risk percentage | 87.00% | |
Two Customers [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Maximum [Member] | ||
FDIC on Cash | $ 250,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Schedule of Concentration of Credit Risk (Details) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenues [Member] | ||
Concentration risk percentage | 79.00% | 87.00% |
Revenues [Member] | Customer A [Member] | ||
Concentration risk percentage | 39.00% | 35.00% |
Revenues [Member] | Customer B [Member] | ||
Concentration risk percentage | 21.00% | 23.00% |
Revenues [Member] | Customer C [Member] | ||
Concentration risk percentage | 19.00% | 18.00% |
Revenues [Member] | Customer D [Member] | ||
Concentration risk percentage | 11.00% | |
Accounts Receivable [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration risk percentage | 80.00% | 66.00% |
Accounts Receivable [Member] | Customer B [Member] | ||
Concentration risk percentage | 20.00% | 34.00% |
Vendors [Member] | ||
Concentration risk percentage | 85.00% | 100.00% |
Vendors [Member] | Vendor A, Related Party [Member] | ||
Concentration risk percentage | 88.00% | |
Vendors [Member] | Vendor B [Member] | ||
Concentration risk percentage | 12.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Net operating loss carryforwards | $ 897,800 | $ 2,140,900 |
Valuation allowance | (1,243,100) | $ 831,300 |
Tax Cut Job Act 2017 [Member] | ||
Net operating loss carryforwards | $ 2,474,949 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 897,800 | $ 2,140,900 |
Changes in prior year estimates | ||
Total deferred tax assets | 897,800 | 2,140,900 |
Valuation allowance | (897,800) | (2,140,900) |
Net deferred tax assets |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Income Tax Benefit (Details) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | (21.00%) | (21.00%) |
State statutory income tax rate, net of federal benefit | (7.00%) | (7.00%) |
Incentive stock options | 5.00% | 2.00% |
Change in valuation allowance | 23.00% | 27.00% |
Other | (1.00%) | |
Effective tax rate |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 21, 2021 | Nov. 30, 2020 | Nov. 30, 2019 |
Option term | 3 years 7 months 13 days | ||
Number of shares granted | 795,000 | ||
Options exercise price | $ 0.1 | ||
Vesting period | 3 years | ||
Subsequent Event [Member] | Mr.Michael Fay [Member] | |||
Annual base salary | $ 144,000 | ||
Option term | 5 years | ||
Number of shares granted | 200,000 | ||
Options exercise price | $ 0.067 | ||
Vesting period | 1 year |