UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
For the transition period from ______________ to________________
Commission file number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of exchange on which registered |
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| OTC Pink | ||
Preferred Stock |
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated flier, an accelerated flier, a non-accelerated flier, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated flier,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of Common Stock held by non-affiliates of the Registrant on May 31, 2021 was $
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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PART 1
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our”, and “company” mean Century Cobalt Corp., unless the context clearly requires or states otherwise.
CORPORATE OVERVIEW
We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties.
The address of our principal executive office is located at 10100 Santa Monica Blvd., Suite 300, Century City, CA 90067 USA.
Our common stock is quoted on the OTC Bulletin Board under the symbol “CCOB”.
CORPORATE HISTORY
We were incorporated in the State of Nevada on April 29, 2008, under the name “Mayetok, Inc.”. As Mayetok, Inc. we were engaged in the development of a website to market vacation properties in the Ukraine.
On June 8, 2010, we initiated a one (1) old for 35 new forward stock splits of our issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 to 3,500,000,000 shares of common stock and the issued and outstanding increased from 2,200,000 shares of common stock to 77,000,000 shares of common stock, all with a par value of $0.001.
Also, on June 8, 2010 we changed our name from “Mayetok, Inc.” to “First American Silver Corp.”, by way of a merger with our wholly owned subsidiary First American Silver Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties.
On June 18, 2018, we changed our name from “First American Silver Corp.” to “Century Cobalt Corp.”, by way of a merger with our wholly owned subsidiary Century Cobalt Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing cobalt mineral properties. Our name change became effective with the Over-the-Counter Markets at the opening of trading on June 18, 2018, on which date we adopted the new stock symbol “CCOB”.
OUR CURRENT BUSINESS
On September 14, 2021, the Company signed a share purchase agreement to sell the assets of Emperium 1 Holdings Corp to Technology Minerals PLC, a related party. Technology Minerals PLC became a UK public company during the three months ended August 31, 2021. The Company was issued 420,000,000 unregistered shares (0.001£ par value) of Technology Minerals PLC common stock during November 11, 2021. The Company owns approximately 39% of the outstanding shares of Technology Minerals PLC. To date, Century Cobalt has focused on exploring and developing its large Emperium Cobalt Project to take advantage of the growing demand for secure, domestic cobalt supplies, but the Director believe that a sale of its assets to Technology Minerals, PLC represents an attractive and quicker route to monetize the project.
The Company is currently seeking other opportunities which will enhance shareholder value over the long-term in the mineral exploration and other industries.
COMPETITION
The mineral exploration industry is highly competitive. We are a new exploration-stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.
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Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.
We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive those investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.
General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.
In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:
| · | keeping our costs low; |
| · | relying on the strength of our management’s contacts; and |
| · | using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities. |
GOVERNMENT REGULATION
Any operations at our cobalt properties will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or to our cobalt properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property.
ENVIRONMENTAL REGULATIONS
We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.
While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
RESEARCH AND DEVELOPMENT
We have not incurred any research and development expenditures over the past three fiscal years.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the twelve months ending November 30, 2022.
EMPLOYEES
We have no employees other than our chief executive officer, Alexander Stanbury with whom we entered into a service agreement on September 14, 2018.
On September 14, 2018, we entered into a consulting agreement with Alexander Stanbury, whereby Mr. Stanbury agreed to provide consulting services to us regards to his position is our President and Chief Executive Officer. The agreement has a three-year term, commencing August 1, 2018. As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Stanbury by issuing 5,000,000 restricted common shares of our capital stock. In addition, Mr. Stanbury will be receiving a salary of $102,000 per annum and shall be entitled to receive an additional 1,000,000 common shares on each anniversary of the effective date of the agreement. Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. On March 18, 2021, Mr. Stanbury was issued 2,000,000 restricted shares of the Company’s common stock and on May 21, 2021, an additional 1,000,000 restricted shares of the Company’s common stock under the consulting agreement. In addition, on August 4, 2021, Mr. Stanbury was issued an additional 5,000,000 shares as compensation to the Company.
INTELLECTUAL PROPERTY
We do not own, either legally or beneficially, any patent or trademark, and have not registered any rights we may have under copyright.
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DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 3,500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.
The holders of our common stock:
| · | Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; |
| · | Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
| · | Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
| · | Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
The shares of common stock are not subject to any future call or assessment, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or PARI PASSU, each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.
At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered owner and may exercise such vote either in person or by proxy. To the knowledge of our management, at the date hereof, our sole officer and director is the only person to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See “Security Ownership of Certain Beneficial Owners and Management.”
We refer you to our Articles of Incorporation and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.
ITEM 1A. RISK FACTORS
RISKS RELATED TO OUR COMPANY
OUR BUSINESS IS IMPACTED BY THE COVID-19 PANDEMIC
In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020.
The recent outbreak of COVID-19 has affected, and may continue to adversely affect, our business, financial condition, results of operations, cash flows, liquidity and stock price. Other pandemics, epidemics, widespread illness or other health issues that interfere with the ability of our employees, suppliers, customers, financing sources or others to conduct business, or negatively affects consumer confidence or the global economy, could also adversely affect us.
In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the President of the United States declared COVID-19 a national emergency. COVID-19 has resulted in various government actions globally, including governmental actions in the U.S. designed to slow the spread of the virus. Shelter-in-place or stay-at-home orders were implemented in many of the jurisdictions where we operate. However, we plan on remaining open in the U.S. COVID-19 is a widespread public health crisis that is adversely affecting financial markets and the economies of many countries. Any resulting economic downturn could adversely affect demand for our operations and contribute to volatile supply and demand conditions affecting prices and volumes in our markets.
The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects. While we expect COVID-19 to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 and the actions to contain the outbreak or treat its impact means the related financial impact cannot be reasonably estimated at this time.
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THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL PROPERTIES AS A GOING CONCERN.
We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues. We had cash in the amount of $26,654 as of November 30, 2021 and a working capital deficit of $1,663,450. We have also incurred a cumulative net loss of $4,748,118 from our inception on April 29, 2008 through November 30, 2021. We estimate that our average monthly operating expenses will be approximately $42,000, including management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral property, we will probably find it difficult to raise debt financing from traditional lending sources. We have in the past raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.
These circumstances lead our independent registered public accounting firm, in their report dated March 15, 2022, to comment about our company’s ability to continue as a going concern. Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.
BECAUSE WE HAVE RECENTLY BEEN A SHELL COMPANY, THE HOLDERS OF OUR RESTRICTED SECURITIES WILL NOT BE ABLE TO SELL THEIR SECURITIES IN RELIANCE ON RULE 144 UNTIL WE HAVE CEASED BEING A SHELL COMPANY FOR A ONE YEAR PERIOD AFTER HAVING FILED THE REQUIRED INFORMATION.
We have recently been a shell company as that term is defined by applicable federal securities laws. Specifically, because of the nature and amount of our assets and our very limited operations, pursuant to applicable federal rules, we were considered a shell company. Applicable provisions of Rule 144 specify that during that time that we were a shell company and for a period of one year thereafter, holders of our restricted securities may not sell those securities in reliance on Rule 144. This restriction may have potential adverse effects on future efforts to raise capital. One year after we cease being a shell company, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us to have ceased being a shell company, we are required to have more than nominal operations or more that nominal assets or assets which do not consist solely of cash or cash equivalents.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, WE MAY NEVER DISCOVER A COMMERCIALLY EXPLOITABLE QUANTITY OF MINERALS, OUR BUSINESS MAY FAIL AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.
We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. Substantial investment will be required to move our company toward the production of minerals. This may require bringing in a partner to make the necessary investment, but there are no plans at this time for any form of partnership or merger. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably, and investors may lose all of their investment in our company.
WE HAVE NO KNOWN MINERAL RESERVES AND, EVEN IF WE FIND MINERAL RESERVES, IT MAY NOT BE IN ECONOMIC QUANTITIES. IF WE FAIL TO FIND ANY MINERAL RESERVES OR IF WE ARE UNABLE TO FIND MINERAL RESEREVES IN ECONOMIC QUANTITIES, WE WILL HAVE TO SUSPEND OPERATIONS.
We have no known mineral reserves. Additionally, even if we find mineral reserves in sufficient quantity to warrant recovery, it ultimately may not be recoverable. Finally, even if any cobalt is recoverable, we do not know that this can be done at a profit. Failure to locate mineral reserves in economically recoverable quantities will cause us to suspend operations.
SUPPLIES NEEDED FOR EXPLORATION MAY NOT ALWAYS BE AVAILABLE. IF WE ARE UNABLE TO SECURE EXPLORATION SUPPLIES, WE MAY HAVE TO DELAY OUR ANTICIPATED BUSINESS OPERATIONS.
Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.
BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.
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THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL, WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.
The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in cobalt pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral resources and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR OPERATIONS.
In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed, and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.
ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.
The business of mineral exploration and development is subject to substantial regulation under various countries’ laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of mineral resources and related products and other matters. Amendments to current laws and regulations governing operations and activities of mineral exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties and the mineral exploration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.
Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions, which may adversely affect our exploration and development activities.
IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.
Our success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as resource exploration. These individuals are in high demand, and we may not be able to attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.
RISKS ASSOCIATED WITH OUR COMMON STOCK
TRADING ON THE OTC MARKETS MAY BE VOLATILE AND SPORADIC, WHICH COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES.
Our common stock is quoted on the OTCQB tier of the electronic quotation system operated by OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE or Amex. Accordingly, shareholders may have difficulty reselling any of the shares.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS AND FINRA’S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
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In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
TRENDS, RISKS AND UNCERTAINTIES
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate office is located at 10100 Santa Monica Blvd., Suite 300, Century City, CA 90067 USA. and is leased. The lease term is pending renegotiation.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our shares of common stock are currently trading on the OTC PINK, operated by the OTC Markets Inc., under the Symbol “CCOB”. Our common shares became quoted for trading on the OTCBB on August 13, 2009 under the symbol “MAYT”. On June 18, 2018 our symbol changed to “CCOB” in connection with the change of the name of our company from First American Silver Corp. to Century Cobalt Corp.
As of March 15, 2022, there were 34 registered holders of record of our common stock and 104,361,576 shares of our common stock were issued and outstanding.
Our common shares are issued in registered form. Our securities registrar and transfer agent is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093. Their telephone number is (469) 633-0101. The registrar and transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
On August 1, 2018, the Company granted 1,000,000 unregistered common shares, at $0.04 per share, valued at $40,000, to the Company’s president pursuant to a consulting agreement for annual share compensation. The shares were issued on March 18, 2021 to the Company’s president.
On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or .0998 per share. The consultant has earned 202,546 shares valued at $6,773 or $0.0334 per share for the nine months ended August 31, 2021 and 503,341 shares valued at $13,465 or $0.0268 per share at 2020, for an aggregate of 705,887 shares valued at $20,237 or $0.0287 per share. The 705,887 shares were issued to the consultant on August 11, 2021.
On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. The shares were issued on March 18, 2021 to the Company’s president.
On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.
| 9 |
| Table of Contents |
On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.
On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. The shares were issued on May 21, 2021 to the Company’s president.
On January 11, 2021, the Company issued a stock subscription for 176,966 unregistered shares of the Company’s common stock to pay a past due balance from one of the Company’s vendors. The shares were valued at $5,309 or $0.03 per share. The shares were issued to the vendor on April 19, 2021.
On May 21, 2021, the Company awarded 1,750,000 unregistered common shares, at $0.0231 per share, valued at $45,425, to the Company’s former COO as a bonus for services to the Company. The shares were issued on May 21, 2021 to the Company’s former COO.
On August 4, 2021, the Company issued 500,000 unregistered shares of the Company’s common stock to the Company’s former COO as a bonus for services to the Company. The shares were valued at $10,000 or $0.02 per share.
On August 4, 2021, the Company issued 5,000,000 unregistered shares of the Company’s common stock to the Company’s CEO for services to the Company. The shares were valued at $100,000 or $0.02 per share.
.
On August 4, 2021, the Company issued 11,079,939 shares of the Company’s common stock to convert $332,398 of principal and interest or $0.03 per share to fully satisfy a convertible promissory note dated August 14, 2019.
EQUITY COMPENSATION PLAN INFORMATION
Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2021.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended November 30, 2021 and 2020 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” in Item 1A of this annual report.
Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
| 10 |
| Table of Contents |
CASH REQUIREMENTS
We estimate our operating expenses and working capital requirements for the next twelve months to be as follows:
Expense |
| Cost |
| |
|
|
|
| |
General and administrative expenses |
| $ | 25,000 |
|
Management and administrative costs |
| $ | 300,000 |
|
Legal Fees |
| $ | 10,000 |
|
Auditor Fees |
| $ | 30,000 |
|
Exploration |
| $ | 135,000 |
|
Total |
| $ | 500,000 |
|
Of the $500,000 that we require for the next 12 months, we had $26,654 in cash as of November 30, 2021, and a working capital deficit of $1,663,450. In order to improve our liquidity, we plan to pursue additional equity or debt financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further financings and there is no assurance that we will be successful in completing any further financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.
RESEARCH AND DEVELOPMENT
We have not expended any funds on research and development since inception and we do not intend to allocate any funds to research and development over the twelve months ending November 30, 2021.
RESULTS OF OPERATIONS FOR THE YEARS ENDED NOVEMBER 30, 2021 AND 2020.
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended November 30, 2021.
Revenue
We have not earned any revenues since our inception, and we do not anticipate earning revenues in the upcoming quarter.
Net loss
We had a net loss of $912,308 for the year ended November 30, 2021 which was $316,998 higher than the net loss of $595,310 for the year period ended November 30, 2020. The change in our net loss over the two periods are primarily a result of an approximate $110,000 increase in consulting fees, stock-based compensation earned primarily by our president and COO, an approximate $41,000 increase in accounting and legal fees from our sale of Emperium, an approximate $12,000 increase in exploration fees for potential mining operations, an approximate $1,000 increase in loss on foreign currency transactions and an approximate $186,000 decrease from a loss from our equity method investment, offset by an approximate $3,000 decrease in transfer agent fees, an approximate $12,000 decrease in general administrative and an approximate $18,000 decrease in interest expense from our new loan to support the business.
LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
|
| At November 30, 2021 |
|
| At November 30, 2020 |
|
| Percentage Increase/(Decrease) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Current assets |
| $ | 26,654 |
|
| $ | 119,391 |
|
| (78%) |
| |
Current liabilities |
| $ | 1,690,104 |
|
| $ | 1,350,635 |
|
|
| 25 | % |
Working capital deficiency |
| $ | (1,663,450 | ) |
| $ | (1,231,244 | ) |
|
| 35 | % |
| 11 |
| Table of Contents |
CASH FLOWS
|
| Year Ended |
| |||||
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operations |
| $ | (269,805 | ) |
| $ | (279,408 | ) |
Net cash used in investing activities |
| $ | 70,144 |
|
| $ | - |
|
Net cash provided by financing activities |
| $ | 332,547 |
|
| $ | 283,864 |
|
Increase (Decrease) In Cash During the Period |
| $ | (7,402 | ) |
| $ | 4,456 |
|
We had cash in the amount of $26,654 as of November 30, 2021 as compared to $19,482 as of November 30, 2020. We had working capital deficiency of $1,663,450 as of November 30, 2021 compared to a working capital deficiency of $1,231,244 as of November 30, 2020. The increase in work capital deficiency of $432,206 was primarily attributable to an approximate $247,000 increase in notes payable and related accrued interest for our new loans to support the business, an approximate $73,000 increase in related party accounts payable to our CEO and an approximate $100,000 decrease in prepaid expenses from our sale of Emperium.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.
FUTURE FINANCINGS
We will require additional funds to implement our growth strategy for our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.
There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due, and we will be forced to scale down or perhaps even cease our operations.
CONTRACTUAL OBLIGATIONS
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
GOING CONCERN
We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended November 30, 2021, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
SIGNIFICANT ACCOUNTING POLICIES
Please refer to Note 2 -Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| 12 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CENTURY COBALT CORP.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 13 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Century Cobalt Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Century Cobalt Corp. (“the Company”) as of November 30, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended November 30, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, has not yet received revenue from sales of product or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Technology Minerals PLC Investment
As described in Note 4 to the financial statements, the Company sold all of the assets of its wholly owned subsidiary, Emperium 1 Holdings Corp., to Technology Minerals PLC, a related party.
Auditing management's valuation of Technology Minerals investment was complex and highly judgmental due to the significant estimation required to determine the value of investment and related party nature of the investment.
How the Critical Audit Matter Was Addressed in the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included (i) testing management’s accounting methodology for the asset sale (ii) testing management’s estimate of the valuation of its investment in Technology Minerals PLC; (iii) evaluating the key factors and assumptions used to develop the valuation in determining whether it is reasonable in relation to the financial statements taken as a whole.
We have served as the Company’s auditor since 2021.
Spokane, Washington | |
March 15, 2022 |
|
|
|
| 14 |
| Table of Contents |
CENTURY COBALT CORP. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
|
|
|
|
|
|
| ||
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
|
|
|
|
|
|
| ||
Assets | ||||||||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
Equity method investment |
|
|
|
|
|
| ||
Resource property |
|
|
|
|
|
| ||
Total other assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accounts payable - related parties |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Accrued interest - related parties |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Notes payable - current portion |
|
|
|
|
|
| ||
Notes payable to related parties - current portion |
|
|
|
|
|
| ||
Convertible note, net of discount of $- |
|
|
|
|
|
|
|
|
at November 30, 2021 and 2020, respectively |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Long term liabilities: |
|
|
|
|
|
|
|
|
Convertible note, net of discount of $- |
|
|
|
|
|
|
|
|
at November 30, 2021 and 2020 |
|
|
|
|
|
| ||
Total long term liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Common stock payable |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders' equity (deficit) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' equity (deficit) |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| 15 |
| Table of Contents |
CENTURY COBALT CORP. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
|
|
|
|
|
|
| ||
|
| For the Years Ended |
| |||||
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
|
|
|
|
|
|
| ||
Operating expenses: |
|
|
|
|
|
| ||
Accounting and legal |
| $ |
|
| $ |
| ||
Transfer agent and filing fees |
|
|
|
|
|
| ||
Consulting |
|
|
|
|
|
| ||
Exploration |
|
|
|
|
|
| ||
General and administrative |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net operating income (loss) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Loss on foreign currency transactions |
|
| ( | ) |
|
| ( | ) |
Loss from equity method investment |
|
| ( | ) |
|
|
| |
Total Other income (expense) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common |
|
|
|
|
|
|
|
|
shares outstanding - basic |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these financial statements.
| 16 |
| Table of Contents |
CENTURY COBALT CORP. | ||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||||||||||||||
|
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| ||||||||||||||||
|
| Common Stock |
|
| Preferred Stock |
|
| Additional Paid-In |
|
| Common Stock |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Deficit |
|
| Deficiency |
| ||||||||
Balance at November 30, 2019 |
|
|
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
|
|
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|
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|
|
|
|
|
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|
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|
|
|
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|
Issuance of common stock for stock subscription |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
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|
| ||||
Shares earned for stock options |
|
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|
|
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|
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|
|
|
|
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|
|
| ||
Stock based compensation and stock subscriptions |
|
|
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|
|
|
|
|
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|
| ||
Net loss |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 30, 2020 |
|
|
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
|
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|
|
Conversion of notes payable for common stock |
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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|
| ||||
Issuance of common stock to settle accounts payable |
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|
| ||||
Issuance of common stock for stock subscription |
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
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|
| ||||
Shares issued for services |
|
|
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|
|
| ( | ) |
|
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|
| ||||
Stock based compensation |
|
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|
|
|
|
|
|
|
|
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|
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|
| ||
Net loss |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
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|
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Balance at November 30, 2021 |
|
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|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
The accompanying notes are an integral part of these financial statements.
| 17 |
| Table of Contents |
CENTURY COBALT CORP. | |||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||
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| |||||
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| For the Years Ended |
| ||||||
|
| November 30, 2021 |
|
| November 30, 2020 |
| |||
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| |||
Cash flows from operating activities: |
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| |||
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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| |
Stock based compensation |
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| |||
Debt discount interest |
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Loss from equity method investment |
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Loss on foreign currency transactions |
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Changes in operating assets and liabilities: |
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| |
Prepaid expenses |
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| |||
Accounts payable |
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Accounts payable expenses - related parties |
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| |||
Accrued expenses |
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| |||
Accrued expenses - related parties |
|
| ( | ) |
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| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) | |
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| |
Cash flows from investing activities: |
|
|
|
|
|
|
|
| |
Related party legal fees repaid with related party common stock |
|
| ( | ) |
|
| - |
| |
Net cash used in investing activities |
|
| ( | ) |
|
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| ||
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| |
Cash flows from financing activities |
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| |
Proceeds from stock subscriptions |
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| |||
Proceeds from convertible notes payable |
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| |||
Proceeds from notes payable to related parties |
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| |||
Net cash provided by financing activities |
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| |||
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| |
Net increase (decrease) in cash |
|
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|
| |||
Cash - beginning of the year |
|
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|
| |||
Cash - end of the year |
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
| |
Supplemental disclosures: |
|
|
|
|
|
|
|
| |
Interest paid |
| $ |
|
| $ |
| |||
Income taxes |
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
| |
Supplemental disclosure for non-cash financing activities: |
|
|
|
|
|
|
|
| |
Issuance of common stock to settle accounts payable |
| $ |
|
| $ |
| |||
Issuance of common stock for stock subscription |
| $ |
|
| $ |
| |||
Conversion of notes payable and accrued interest to common stock |
| $ |
|
| $ |
| |||
The accompanying notes are an integral part of these financial statements.
| 18 |
| Table of Contents |
CENTURY COBALT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2021 AND 2020
NOTE 1 - NATURE OF OPERATIONS
Century Cobalt Corp. (formerly First American Silver Corp.) was incorporated in the state of Nevada on April 29, 2008. The Company’s principal office is located at 10100 Santa Monica Boulevard, Suite 300, Century City, California 90067. The Company’s principal business activity is the identification and exploration of mineral properties for the purposes of discovering economical cobalt assets.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Emperium 1 Holdings Corp (“Emperium”). Emperium was incorporated as a wholly owned subsidiary on October 8, 2018 by the Company through the issuance of 100 common shares at $0.01 per share for proceeds of $1 and was sold on September 14, 2021. See Note 4 - Emperium Sale and Equity Method Investment for a further discussion. As Emperium is a holding company and, as such, has no accounts or activity. The Company owned 100% of the issued and outstanding shares of Emperium at November 30, 2021. All intercompany balance between the Company and Emperium are eliminated in consolidation. Also included within the accompanying financial statements are the Company’s unconsolidated equity investment with Technology Metals, PLC, a related party, which is accounted for under the equity method of accounting. See Note 4 - Emperium Sale and Equity Method Investment for a further discussion.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.
Risks and Uncertainties
The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At November 30, 2021 and 2020, respectively, the Company had $
The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $
Prepaid Expenses
The Company considers all items incurred for future services to be prepaid expenses.
Equity Method for Investments
The equity method is an accounting technique used by the Company to record the profits earned or losses through its investment in another company. With the equity method of accounting, the Company reports the income or loss by the other company on its income statement, in an amount proportional to the percentage of its equity investment in the other company. The equity method is used to value a company’s investment in another company when it holds significant influence over the company it is investing in. The threshold for “significant influence” is commonly a 20-50% ownership. Under the equity method, the investment is initially recorded at historical cost, and adjustments are made to the value based on the investor’s percentage ownership in net income, loss, and dividend payouts. Net income of the investee company increases the Company’s value on the balance sheet, while the investee’s loss or dividend payout decreases it.
Fair Value of Financial Instruments
Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.
Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.
| 19 |
| Table of Contents |
Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.
Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. All assets and liabilities of the Company approximate fair value.
Valuation of Long-Lived and Intangible Assets
We assess the impairment of long-lived assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Stock-Based Compensation
The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The scope of Topic 718, Compensation-Stock Compensation, includes share-based payments issued to employees and nonemployees for goods and services. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.
Total stock-based compensation amounted to $
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2021, there have been no interest or penalties incurred on income taxes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
| 20 |
| Table of Contents |
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The convertible debt to common shares and unissued stock earned could potentially amount to approximately
Foreign Currency Translation
The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign transactions into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign transactions into the U.S. dollar reporting currency at the exchange rate on the date of the transaction.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company has adopted ASU 2019-12 and there was no material impact on the on the consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.
Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.
Mineral Properties
Costs of exploration are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present.
Capitalization
Only assets with a cost over $
Reclassifications
Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that Century Cobalt Corp., Inc. will continue as a going concern. The Company has a working capital deficit, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional debt or capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company’s activities to date have been supported by debt and equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $
| 21 |
| Table of Contents |
NOTE 4 - SALE OF EMPERIUM AND EQUITY METHOD INVESTMENT
On September 14, 2021, the Company signed a share purchase agreement to sell the assets of Emperium 1 Holdings Corp (“Emperium”) and repay a related party receivable to Technology Minerals PLC (“TM PLC”), a related party (Refer to Note 6 - Resource Property for a further discussion). TM PLC became a UK public company during the nine months ended November 30, 2021. During November 2021, the Company was issued
|
| November 30, 2021 |
| |
Emperium resource property |
| $ |
| |
Related party receivable |
|
|
| |
Total |
| $ |
| |
The $
The following table summarizes the results of operations of TM PLC for September 14, 2021 through November 30, 2021:
|
| November 30, 2021 |
| |
Net Loss of TM PLC |
| $ |
| |
Company equity loss from TM PLC |
| $ |
| |
At November 30, 2021, the equity method investment was $
NOTE 5 - PREPAID EXPENSES
Prepaid expenses include the prepayment of the annual mining claims renewal fees.
Prepaid expenses are as follows:
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
Annual mining claims renewal fees |
| $ | - |
|
| $ |
| |
Total |
| $ | - |
|
| $ |
| |
NOTE 6 - RESOURCE PROPERTY
On August 7, 2018, we entered into an assignment agreement with Oriental Rainbow Group Ltd., in regards to the acquisition of certain mineral claims in Lemhi County, Idaho known as the “Idaho Cobalt Belt”.
Oriental Rainbow and Plateau Ventures LLC had entered into a purchase agreement dated September 4, 2017, wherein Oriental Rainbow had acquired from Plateau a 100% interest in the property, subject to certain subsequent payments and conditions. The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims by issuing a further
Oriental Rainbow has assigned its interest in the property to us in consideration for
| 22 |
| Table of Contents |
NOTE 7 - NOTES PAYABLE
Notes payable consisted of the following at November 30, 2021:
Date of Note |
| Principal Amount at Issuance ($) |
|
| Interest Rate |
|
| Maturity Date |
| Interest Accrued ($) |
| |||
October 20, 2016 (1) |
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| % |
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January 9, 2017 (1) |
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| % |
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April 24, 2017 (1) |
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| % |
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June 19, 2017 (1) |
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| % |
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September 18, 2017 (1) |
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| % |
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January 5, 2018 (1) |
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| % |
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April 17, 2018 (1) |
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| % |
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July 27, 2018 (1) |
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August 15, 2018 (1) |
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| % |
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September 7, 2018 (1) |
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September 12, 2018 (1) |
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September 27, 2018 (1) |
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October 10, 2018 (1) |
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| % |
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November 20, 2018 (1) |
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| % |
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November 20, 2018 (1) |
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| % |
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December 18, 2018 (1) |
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| % |
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January 24, 2019 (1) |
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| % |
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February 18, 2019 (1) |
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| % |
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March 6, 2019 (1) |
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| % |
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May 3, 2019 (1) |
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| % |
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July 1, 2019 (2) |
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| % |
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July 15, 2019 (2) |
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| % |
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July 31, 2019 (2) |
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| % |
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September 3, 2019 (2) |
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| % |
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October 8, 2019 (2) |
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| % |
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November 6, 2019 (2) |
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| % |
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| ||||
July 10, 2020 (1) |
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| % |
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September 2, 2020 (1) |
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| % |
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November 27, 2020 (1) |
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| % |
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December 22, 2020 (1) |
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| % |
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| ||||
January 12, 2021 (1) |
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| % |
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| ||||
March 5, 2021 (1) |
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| % |
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| ||||
April 14, 2021 (1) |
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| % |
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| ||||
June 8, 2021 |
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| % |
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June 17, 2021 |
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| % |
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June 29, 2021 |
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| % |
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| ||||
September 20, 2021 |
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| % |
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October 29, 2021 |
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| % |
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| ||||
November 16, 2021 (1) |
|
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| % |
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|
|
| ||||
Grand Total |
|
|
|
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|
|
| ||
(1) | The Company is not compliant with the repayment terms of the notes payable. There are no penalties associated with notes past the due date. |
| 23 |
| Table of Contents |
Convertible notes payable consisted of the following at November 30, 2021:
(2) | On July 30, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($ |
|
|
(3) | On August 14, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($ |
(4) | On July 22, 2021, the Company entered into a long-term convertible promissory note of £50,000 ($ |
As of November 30, 2021, the total loans - convertible amounted to $
Notes payable and convertible notes payable transactions during the twelve months ended November 30, 2021 consisted of the following:
Balance, November 30, 2020 |
| $ |
| |
Borrowings |
|
|
| |
Less conversion to common stock |
|
| ( | ) |
Plus, foreign exchange adjustment |
|
|
| |
Less debt discount |
|
|
| |
Balance, November 30, 2021 |
| $ |
|
Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following:
Fiscal year ended November 30, 2022 |
| $ |
|
NOTE 8 - RELATED PARTY TRANSACTIONS
As at November 30, 2021, accounts payable and compensation owing to the Company’s president and other related parties was $
As at November 30, 2021, the Company owed $
On November 30, 2021, notes payable owing to related parties was $
| 24 |
| Table of Contents |
On September 11, 2018, the Company signed a Consulting Agreement for the Company’s former Chief Operating Officer (COO)
On September 17, 2018, the Company signed a three-year Consulting Agreement for the Company’s President. Effective June 1, 2018, the President is compensated $
NOTE 9 - CAPITAL STOCK
The Company has
As at November 30, 2021, the Company has
On August 1, 2018, the Company granted
On February 1, 2019, the Company granted
On April 1, 2019, the Company granted
On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted
On August 1, 2019, the Company granted
On August 1, 2019, the Company granted
On October 8, 2019, the Company issued a stock subscription for
On December 23, 2019, the Company issued a stock subscription for
On August 1, 2020, the Company granted
| 25 |
| Table of Contents |
On February 3, 2020, the Company issued a stock subscription for
On January 11, 2021, the Company issued a stock subscription for
On May 21, 2021, the Company issued
On August 4, 2021, the Company issued
On August 4, 2021, the Company issued
.
On August 4, 2021, the Company issued
As of November 30, 2021, the Company had
NOTE 10 - MATERIAL CONTRACTS
On January 9, 2019, the Company entered an agreement with a consultant to head the Company’s Advisory Board to provide essential prospective on technology and public policy developments that are shaping the cobalt markets. In addition, the consultant will provide press releases, additional messaging and focus on exploring potential relationships with major cobalt users.
Risk-free interest rate |
|
| % | |
Expected life (in years) |
|
|
| |
Expected volatility |
|
| % | |
Grant date fair value |
| $ |
|
On March 11, 2019, the Company signed a twelve-month lease agreement for a four-bedroom living unit.
On April 2, 2019, the Company signed a twelve-month lease agreement for office space.
The rent expense recognized was $
On September 14, 2019, the Company entered an agreement with a consultant as the Company’s Business Development Director including such other management advisory services as may be reasonably requested by the Company. The agreement terminated on August 31, 2021 and was not renewed. The consultant was compensated with $
| 26 |
| Table of Contents |
NOTE 11 - INCOME TAXES
The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to
The Company is not aware of any uncertain tax position that, if challenged, would have a material effect on the financial statements for the year ended November 30, 2021 or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open for examination.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
|
| 2021 |
|
| 2020 |
| ||
Income tax provision at the federal statutory rate |
|
| % |
|
| % | ||
Effect on operating losses |
|
| ( | )% |
|
| ( | )% |
The net deferred tax assets consist of the following:
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
Deferred tax asset |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
The change in the valuation allowance for the year ended November 30, 2021 was an increase of $
NOTE 12 - SUBSEQUENT EVENTS
The Company has evaluated all events occurring subsequently to these financial statements through March 15, 2022 and determined there were no other items to disclose.
| 27 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT’S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer and our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
Management, including our president (our principal executive officer and our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of November 30, 2021, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are not effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.
Our management, including our president (our principal executive officer and our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our president (our principal executive officer and our principal financial and accounting officer) have concluded that our financial controls and procedures are not effective at that reasonable assurance level.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2021. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the 2013 version of Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Our management has concluded that, as of November 30, 2021 our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended November 30, 2021 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None
| 28 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
Name |
| Position Held with the Company |
| Age |
| Date First Elected or Appointed |
|
|
|
|
|
|
|
Alexander Stanbury |
| President, Chief Executive Officer, Secretary, Treasurer and Director |
| 43 |
| April 19, 2018 |
Lester Kemp (1) |
| Former Chief Operating Officer |
| 56 |
| September 11, 2018 |
(1) On December 1, 2020, Lester Kemp resigned as COO of the Company. Mr. Kemp will continue to the support the Company in other capacities.
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
ALEXANDER STANBURY - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER AND DIRECTOR
Alexander Stanbury represents executive strengths across the fields of business development and consultation, corporate finance and the Natural Resources sector. Mr. Stanbury has over a decade’s experience working across Sub-Saharan Africa and in 2011, he founded HASS Advisors Limited. Drawing on his experience and training, the consultancy firm provides guidance regarding growth strategies, project finance, and raising capital through institutional and private placements for companies within the Natural Resources sector. Mr. Stanbury’s prior corporate finance consultancy experience includes the origination and syndication of both private and public placements for companies within the Natural Resources sector for the boutique merchant bank Prosdocimi Limited. Earlier in his career, Mr. Stanbury served as Associate Director with the London-based investment bank Dawnay, Day Corporate Finance Limited, where he specialized in equity capital markets, M&A, and providing financial advisory services including research, analysis and transaction structuring and execution. Mr. Stanbury also gained hedge fund management experience through his time at the New York-based firm Lindemann Capital Partners LLP and received training from the New York Institute of Finance.
Our company believes that Mr. Stanbury’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.
LESTER KEMP - FORMER CHIEF OPERATING OFFICER
Lester Kemp graduated in 1990 with a master’s degree from the Royal School of Mines, University of London, England (UK) and went on to work with GeoScience Limited in Ascot before running a gold exploration camp in Guyana. After completing his MBA, Mr. Kemp worked with various junior resource companies operating throughout Africa / Europe and Scandinavia. Mr. Kemp was co-founder of Mantle Diamonds Limited and is the co-founder of Arabian Nubian Resources.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
| 2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
| 3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| 4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| 5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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| Table of Contents |
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended November 30, 2021, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and by our Bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
CODE OF ETHICS
On February 13, 2012, our board of directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our company’s chief executive officer, president and chief financial officer (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
| 3. | compliance with applicable governmental laws, rules and regulations; |
| 4. | the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and |
| 5. | accountability for adherence to the Code of Ethics and Business Conduct. |
Our Code of Ethics and Business Conduct requires, among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Ethics and Business Conduct emphasizes that all employees have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Ethics and Business Conduct by another.
Our Code of Ethics and Business Conduct will be filed with the Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form 10-K. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Century Cobalt Corp., 11380 S. Virginia St., #2011, Reno, NV, 89511.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
| 30 |
| Table of Contents |
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
| · | Our principal executive officer; and |
| · | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2021 and 2020. |
We will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table:
SUMMARY COMPENSATION TABLE
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compen- sation ($) |
|
| Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) |
|
| All Other Compen- Sation ($) |
|
| Total ($) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Alexander Stanbury (1) |
| 2021 |
| $ | 180,000 |
|
| $ | Nil |
|
| $ | 100,000 |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | 280,000 |
|
President, Chief Executive Officer, |
| 2020 |
| $ | 180,000 |
|
| $ | Nil |
|
| $ | 18,600 |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | 198,600 |
|
Treasurer, Secretary and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lester Kemp (2) |
| 2021 |
| $ | Nil |
|
| $ | Nil |
|
| $ | 10,000 |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | 10,000 |
|
Former Chief Operating Officer |
| 2020 |
| $ | 4,578 |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | Nil |
|
| $ | 4,578 |
|
| (1) | Mr. Stanbury was appointed on April 19, 2018. |
|
|
|
| (2) | Mr. Kemp was appointed on September 11, 2018. Mr. Kemp resigned from the Company on December 1, 2020. |
There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.
STOCK OPTION PLAN
On November 10, 2011, our directors approved the adoption of our 2011 Stock Option Plan, which permits our company to issue options to acquire up to 2,500,000 shares of our common stock by directors, officers, employees and consultants of our company.
STOCK OPTIONS
During our fiscal year ended November 30, 2021 there were no options granted to our named officers or directors.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
No equity awards were outstanding as of the year ended November 30, 2021.
OPTION EXERCISES
During our Fiscal year ended November 30, 2021 there were no options exercised by our named officers.
COMPENSATION OF DIRECTORS
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the SECURITIES EXCHANGE ACT OF 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
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INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER MANAGEMENT
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended November 30, 2021, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead, the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during the year ended November 30, 2021.
COMPENSATION COMMITTEE REPORT
None.
FAMILY RELATIONSHIPS
There are no family relationships between any of our directors, executive officers or directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 15, 2022, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
|
| Percentage of Class (1) |
| ||
|
|
|
|
|
|
| ||
Alexander Stanbury |
|
| 26,955,400 |
|
|
| 25.8 | % |
UCI London Limited |
|
| 11,079,939 |
|
|
| 10.6 | % |
|
|
|
|
|
|
|
|
|
Total |
|
| 38,035,339 |
|
|
| 36.4 | % |
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on, 2021. As of March 15, 2022, there were 104,361,576 shares of our company’s common stock issued and outstanding.
CHANGES IN CONTROL
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2021, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
DIRECTOR INDEPENDENCE
We currently act with one director, Alexander Stanbury. We have determined that he is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors’ acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
| 32 |
| Table of Contents |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended November 30, 2021 and for the fiscal year ended November 30, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended |
| |||||
|
| November 30, 2021 |
|
| November 30, 2020 |
| ||
|
|
|
|
|
|
| ||
Audit Fees |
| $ | 25,550 |
|
| $ | 15,000 |
|
Audit Related Fees |
| $ | - |
|
| $ | - |
|
Tax Fees |
| $ | - |
|
| $ | - |
|
All Other Fees |
| $ | 25,550 |
|
| $ | 15,000 |
|
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
(1) Financial statements for our company are listed in the index under Item 8 of this document
(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b) Exhibits
Exhibit Number |
| Description |
|
|
|
(3) |
| (i) Articles of Incorporation; (ii) By-laws |
|
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| ||
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(10) |
| Material Contracts |
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| ||
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(32) |
| Section 1350 Certifications |
|
|
|
| ||
|
|
|
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
|
|
** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
| 34 |
| Table of Contents |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CENTURY COBALT CORP. |
| |
| (Registrant) |
| |
|
|
|
|
Dated: March 15, 2022 | By: | /s/ Alexander Stanbury |
|
|
| Alexander Stanbury |
|
|
| President, Treasurer, Secretary and Director |
|
|
| (Principal Executive Officer, Principal Financial Officer |
|
|
| and Principal Accounting Officer) |
|
35 |
