Century Cobalt Corp. - Quarter Report: 2019 February (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2019
Or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to ________________
Commission File Number 000-54327
CENTURY COBALT CORP.
(Exact name of registrant as specified in its charter)
Nevada |
98-0579157 |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
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10100 Santa Monica Blvd., Suite 300, Century City, Los Angeles, CA | 90067 |
(Address of principal executive offices)
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(Zip Code)
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(310) 772-2209
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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|||
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Indicate by check mark whether the
registrant (1) has fled all reports required to be fled 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 f le such reports), and (2) has
been subject to such fling requirements for the past 90 days. Yes ☒ No ☐
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 ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated fler, an accelerated fler, a non-accelerated fler, a
smaller reporting company, or an emerging growth company. See the defnitions of “large accelerated f ler,” “accelerated fler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-Accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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 Exchange Act). Yes ☐ No ☒
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 fled by Sections 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confrmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable
date. 77,248,120 Common shares issued and outstanding as of May 31, 2019
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
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||
Item 1.
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Financial Statements
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3
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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17
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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21
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Item 4.
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Controls and Procedures
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21
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PART II - OTHER INFORMATION
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||
Item 1.
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Legal Proceedings
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22
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Item 1A.
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Risk Factors
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22
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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22
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Item 3.
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Defaults Upon Senior Securities
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22
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Item 4.
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Mine Safety Disclosures
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22
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Item 5.
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Other Information
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22
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Item 6.
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Exhibits
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23
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SIGNATURES
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24
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three month period ended February 28, 2019 form part of this
quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
3
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
CONSOLIDATED BALANCE SHEETS
February 28, 2019
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November 30, 2018
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|||||||
(Unaudited)
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||||||||
Assets
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||||||||
Current assets:
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||||||||
Cash
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$
|
4,064
|
$
|
1,172
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||||
Prepaid expenses
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22,568
|
10,787
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||||||
Total current assets
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26,632
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11,959
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||||||
Other assets
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||||||||
Resource property
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248,000
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248,000
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||||||
Total other assets
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248,000
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248,000
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||||||
Total Assets
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$
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274,632
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$
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259,959
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||||
Liabilities and Stockholders' Equity (Deficit)
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$
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84,678 |
$
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81,280
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||||
Accounts payable - related parties
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50,314
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27,870
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||||||
Accrued interest
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7,594
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3,415
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||||||
Accrued interest - related parties
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16,373
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71,231
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||||||
Due to related parties
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68,923
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95,640
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||||||
Notes payable - current portion
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10,000
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10,000
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||||||
Notes payable to related parties - current portion
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195,000
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467,866
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||||||
Total current liabilities
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432,882
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757,302
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||||||
Long term liabilities:
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||||||||
Notes payable
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139,575
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114,575
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||||||
Notes payable to related parties
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62,500
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20,500
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||||||
Total long term liabilities
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202,075
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135,075
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||||||
Total liabilities
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634,957
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892,377
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||||||
Commitments and contingencies
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||||||||
Stockholders' equity (deficit):
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||||||||
Preferred stock, $0.001 par value; 20,000,000 shares authorized,
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||||||||
-0- preferred
stock shares issued and outstanding as of February 28, 2019 and November 30, 2018
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-
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-
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||||||
Common stock, $0.001 par value, 3,500,000,000 shares authorized
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||||||||
77,248,120 and
74,142,211 issued and outstanding as of February 28, 2019 and November 30, 2018, repectively
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77,248
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74,142
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||||||
Additional paid-in capital
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2,154,169
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1,815,625
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||||||
Common stock payable
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68,106
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55,120
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||||||
Accumulated deficit
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(2,659,848
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)
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(2,577,305
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)
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||||
Total stockholders' equity (deficit)
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(360,325
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)
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(632,418
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)
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||||
Total Liabilities and Stockholders' equity (deficit)
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$
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274,632
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$
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259,959
|
The accompanying notes are an integral part of these financial statements.
4
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
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||||||||
February 28, 2019
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February 28, 2018
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|||||||
Operating expenses:
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||||||||
Accounting and legal
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$
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16,817
|
$
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5,838
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||||
Transfer agent and filing fees
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4,710
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1,239
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||||||
Consulting
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35,723
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-
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||||||
Exploration
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2,083
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-
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||||||
General and administrative
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25,105
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254
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||||||
Total operating expenses
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84,438
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7,331
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||||||
Net operating income (loss)
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(84,438
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)
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(7,331
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)
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||||
Other income (expense):
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||||||||
Interest expense
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(12,356
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)
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(6,626
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)
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||||
Debt forgiveness
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14,251
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-
|
||||||
Total Other income (expense)
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1,895
|
(6,626
|
)
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|||||
Net income (loss)
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$
|
(82,543
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)
|
$
|
(13,957
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)
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||
Basic and diluted income (loss) per share
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$
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(0.00
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)
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$
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(0.00
|
)
|
||
Weighted average
number of common shares outstanding - basic and diluted
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75,902,226
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62,892,211
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The accompanying notes are an integral part of these financial statements.
5
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - (UNAUDITED)
Common Stock | Preferred Stock |
Additional
Paid-In
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Common Stock
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Accumulated
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Total
Stockholders'
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|||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Payable
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Deficit
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Deficiency
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|||||||||||||||||||||||||
Balance at February 28, 2018
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62,892,211
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$
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62,892
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-
|
$
|
-
|
$
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1,206,875
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$
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15,120
|
$
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(1,800,868
|
)
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$
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(515,981
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)
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||||||||||||||||
Shares payable for services
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-
|
-
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-
|
|||||||||||||||||||||||||||||
Net loss
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(13,957
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)
|
(13,957
|
)
|
||||||||||||||||||||||||||||
Balance at February 28, 2018 (unaudited)
|
62,892,211
|
$
|
62,892
|
-
|
$
|
-
|
$
|
1,206,875
|
$
|
15,120
|
$
|
(1,814,825
|
)
|
$
|
(529,938
|
)
|
||||||||||||||||
Balance at November 30, 2018
|
74,142,211
|
$
|
74,142
|
-
|
$
|
-
|
$
|
1,815,625
|
$
|
55,120
|
$
|
(2,577,305
|
)
|
$
|
(632,418
|
)
|
||||||||||||||||
Shares issued for services
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3,105,909
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3,106
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338,544
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-
|
341,650
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|||||||||||||||||||||||||||
Shares payable for services
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12,986
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12,986
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||||||||||||||||||||||||||||||
Net loss
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(82,543
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)
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(82,543
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)
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||||||||||||||||||||||||||||
Balance at February 28, 2019 (unaudited)
|
77,248,120
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$
|
77,248
|
-
|
$
|
-
|
$
|
2,154,169
|
$
|
68,106
|
$
|
(2,659,848
|
)
|
$
|
(360,325
|
)
|
The accompanying notes are an integral part of these financial statements.
6
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
Statements of Cash Flow (Unaudited)
For the Three Months Ended
|
||||||||
February 28, 2019 |
February 28, 2018
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(82,543
|
)
|
$
|
(13,957
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock based compensation
|
4,456
|
-
|
||||||
Forgiveness of debt
|
(14,250
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(3,251
|
)
|
-
|
|||||
Accounts payable
|
(23,319
|
)
|
2,395
|
|||||
Accounts payable expenses - related parties
|
22,444
|
6,626
|
||||||
Accrued expenses
|
4,179
|
-
|
||||||
Accrued expenses - related parties
|
8,176
|
-
|
||||||
Net cash used in operating activities
|
(84,108
|
)
|
(4,936
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from notes payable to related parties - current portion
|
20,000
|
10,000
|
||||||
Proceeds from notes payable - long term portion
|
25,000
|
-
|
||||||
Proceeds from notes payable to related parties - long term portion
|
42,000
|
-
|
||||||
Net cash provided by financing activities
|
87,000
|
10,000
|
||||||
Net increase (decrease) in cash
|
2,892
|
5,064
|
||||||
Cash - beginning of the year
|
1,172
|
541
|
||||||
Cash - end of the year
|
$
|
4,064
|
$
|
5,605
|
||||
Supplemental disclosures:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash transactions:
|
||||||||
Stock Compensation
|
$
|
4,456
|
$
|
-
|
The accompanying notes are an integral part of these financial statements.
7
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2019
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
Exploration Stage Company
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities
(Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.
In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a
development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had
been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any
annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity
and have not presented inception-to-date information on the respective financial statements.
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared on an accrual basis of accounting,
in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern, which assumes that the Company will realize its assets and discharge its
liabilities in the ordinary course of the business, and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Certain information and disclosures
included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, the condensed consolidated financial statements contain all material adjustments,
consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
The results for the three ended February
28, 2019 are not necessarily indicative of the results of operations for the full year. These unaudited financial statements and related footnotes should be read in conjunction with the amended consolidated financial statements and
footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended November 30, 2018 filed with the Securities and Exchange Commission on May 30, 2019.
These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Emperium 1
Holdings Corp. Emperium 1 Holdings Corp. 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. As Emperium 1 Holdings Corp. is a holding
company and, as such, has no accounts or activity. The Company owns 100% of the issued and outstanding shares of Emperium 1 Holdings Corp.
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 February 28, 2019 and November 30, 2018, respectively, the Company had $4,064 and $1,172 of unrestricted cash to be used for future business operations.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the
Company's bank deposits may exceed the insured amount. Management believes it has little risk related to the excess deposits.
8
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,
2019
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company's financial instruments consist of cash, prepaid expenses, accounts payable, accrued expenses, notes payable,
and note payable-related party. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
statements.
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 employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be
recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and
other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair
market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are
rendered.
Total stock-based compensation for a restricted stock grant and granting a stock option was $4,456 and $-0- for the three months ended
February 28, 2019 and 2018, respectively.
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 March 31, 2019, 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
The Company is in the exploration stage and has yet to realize revenues from operations. Once the Company has commenced
operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on
the completion of stated terms and conditions, and collection of any related receivable is probable.
9
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2019
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the
Company’s results of operations, financial position or cash flows.
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 of $5,000 and a useful life of over 2 years are capitalized. All other costs are expensed in the
period incurred.
Reclassifications
Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial
statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period
presentation.
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 approximately $2,660,000 as of February 28, 2019. Management continues to seek funding from its shareholders and other
qualified investors.
10
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2019
NOTE 4 – PREPAID EXPENSES
Prepaid expenses include stock-based compensation paid to a consultant for future services and the OTCBB for prepaid
listing fees.
Prepaid expenses are as follows:
Description
|
February 28, 2019
|
November 30, 2018
|
||||||
Consulting
|
$
|
17,151
|
$
|
8,620
|
||||
Listing Fees
|
5,417
|
2,167
|
||||||
Total
|
$
|
22,568
|
$
|
10,787
|
NOTE 5 – 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 500,000 common shares valued at $20,000 to Plateau Ventures LLC. Such option had been exercised with additional claims acquired, resulting in a total of 695
claims comprising approximately 13,900 acres.
Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares
(issued) of common stock valued at $100,000 (the “Consideration Shares”). The Company has assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted
shares of common stock, valued at $20,000, to Plateau upon listing on a recognized stock exchange (issued) and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasibility study on the property. The vendor
retains a 1% royalty on revenue derived from the sale of cobalt concentrate and other ore extracts from the property. The Company has the option to purchase this 1% royalty at any time for $1,000,000 in cash or common shares.
NOTE 6 – FORGIVENESS OF DEBT
During the year ended November 30, 2018, a creditor of the Company waived a stale balance owing by the Company in the
amount of $100,000.
11
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY
28, 2019
NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following at February
28, 2019:
Date of Note
|
Note
Amount
|
Interest
Rate
|
Maturity Date
|
Collateral
|
Interest
Accrued
|
|||||||||||
|
|
|
||||||||||||||
May 1, 2016 (1)
|
$
|
-
|
8
|
%
|
May 1, 2017 (Default)
|
None
|
$
|
-
|
||||||||
October 20, 2016
|
$
|
5,000
|
8
|
%
|
October 20, 2017 (Default)
|
None
|
$
|
943
|
||||||||
January 9, 2017
|
$
|
9,000
|
8
|
%
|
January 9, 2018 (Default)
|
None
|
$
|
1,539
|
||||||||
April 24, 2017
|
$
|
10,000
|
8
|
%
|
April 24, 2018 (Default)
|
None
|
$
|
1,479
|
||||||||
June 19, 2017
|
$
|
7,000
|
8
|
%
|
June 19, 2018 (Default)
|
None
|
$
|
950
|
||||||||
September 18, 2017
|
$
|
6,000
|
8
|
%
|
September 18, 2018 (Default)
|
None
|
$
|
694
|
||||||||
January 5, 2018
|
$
|
10,000
|
8
|
%
|
January 5, 2019 (Default)
|
None
|
$
|
918
|
||||||||
April 17, 2018
|
$
|
30,000
|
8
|
%
|
April 17, 2019
|
None
|
$
|
2,084
|
||||||||
July 27, 2018
|
$
|
31,700
|
12
|
%
|
July 27, 2019
|
None
|
$
|
2,251
|
||||||||
August 15, 2018
|
$
|
108,000
|
12
|
%
|
August 15, 2019
|
None
|
$
|
6,995
|
||||||||
September 7, 2018
|
$
|
15,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
858
|
||||||||
September 12, 2018
|
$
|
20,500
|
12
|
%
|
August 15, 2020
|
None
|
$
|
1,139
|
||||||||
September 27, 2018
|
$
|
10,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
506
|
||||||||
October 10, 2018
|
$
|
42,000
|
12
|
%
|
July 31, 2020
|
None
|
$
|
1,947
|
||||||||
November 20, 2018
|
$
|
7,905
|
12
|
%
|
July 31, 2020
|
None
|
$
|
260
|
||||||||
November 20, 2018
|
$
|
7,970
|
12
|
%
|
July 31, 2020
|
None
|
$
|
262
|
||||||||
December 18, 2018
|
$
|
25,000
|
12
|
%
|
February 18, 2020
|
None
|
$
|
592
|
||||||||
January 14, 2019
|
$
|
42,000
|
12
|
%
|
August 15, 2020
|
None
|
$
|
483
|
||||||||
February 18, 2019
|
$
|
20,000
|
12
|
%
|
February 18, 2020
|
None
|
$
|
67
|
||||||||
Total
|
$
|
407,075
|
|
|
$
|
23,967
|
(1)
|
On January 8, 2019, the Company agreed to convert principle and interest of $341,650 into 3,105,909
unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. In-addition, the Company recognized $14,250 income from debt forgiveness for the portion of the
Promissory note accrued interest not converted to the Company’s common stock. The Company calculated the fair value of the beneficial conversion feature on the
debt modification as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of modification. The fair value of the conversion provision in connection with the note on the
date of modification was $-0-.
|
Notes payable transactions during the three months ended February 28, 2019 consisted of the following:
Balance, November 30, 2018
|
$
|
612,941
|
||
Borrowings
|
87,000
|
|||
Less repayments
|
292,866
|
|||
Balance, February 28, 2019
|
$
|
407,075
|
Repayment schedule of notes payable is as follows:
Year Due
|
Principal
|
Interest
|
Total
|
|||||||||
|
||||||||||||
2019
|
$
|
225,500
|
$
|
16,808
|
$
|
242,308
|
||||||
2020
|
181,575
|
7,159
|
188,734
|
|||||||||
Total
|
$
|
407,075
|
$
|
23,967
|
$
|
431,042
|
12
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY
28, 2019
NOTE 8 – RELATED PARTY TRANSACTIONS
Notes payable owing to related parties is $257,500 (2018: $488,366) and accrued interest owing to related parties is $16,373 (November 30, 2018: $71,231).
As at February 28, 2019, accounts
payable owing to stockholders and officers of the Company were $50,314 (November 30, 2018: $27,870).
As at February 28, 2019, the Company
owed $60,823 to its President and Directors (November 30, 2018: $60,823) and $8,100 to a Former President and Director (November 30, 2018: $34,817).
Beginning on June 1, 2018, the Company’s President is compensated with $8,500 a month which aggregated $25,500 and $-0- for
the three months ended February 28, 2019 and 2018, respectively.
NOTE 9 – CAPITAL STOCK
The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share. As of February 28, 2019, no
rights have been assigned to the preferred shares and the rights will be established upon issuance.
As at February 28, 2019, the Company
has 3,500,000,000 common shares authorized at a par value of $0.001 per share.
On August 7, 2018, the Company issued 2,500,000 common shares at $0.04 per share, valued at $100,000, as per a property
acquisition agreement.
On September 10, 2018, the Company issued 500,000 at $0.04 per share, valued at $20,000, common shares as per a property
acquisition agreement.
On September 13, 2018, the Company issued 250,000 at $0.04 per share, valued at $10,000, common shares pursuant to a
consulting agreement.
On September 18, 2018, the Company issued 5,000,000 common shares, at $0.04 per share, valued at $200,000, to the
Company’s president pursuant to a consulting agreement.
On September 18, 2018, the Company exercised an option to acquire additional mineral properties through the issuance of
500,000 common shares at $0.04 per share for a total value of $20,000.
On October 19, 2018, the Company issued 2,500,000 common shares at $0.108 per share, valued at $270,000, to the Company’s
president pursuant to a consulting agreement.
On January 8, 2019, the Company agreed to convert principle and interest of $341,650 from a Related Party Promissory Note
Payable into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share.
As of February 28, 2019, the Company had 77,248,120 (November 30, 2018: 74,142,211) common shares issued and outstanding.
13
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY
28, 2019
NOTE 10 – MATERIAL CONTRACT
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. The agreement terminates on December 31, 2019. After December 31, 2019, the agreement automatically renews unless the Company or consultant provide
30 days written notice. The consultant is compensated with a $5,000 retainer which commences the first of the month following the completion of the Company’s next capital raise. In addition, the Company granted the consultant a three-year
option to purchase 250,000 shares of the Company’s unregistered common stock at $0.10 per share. The option vested as to 100,000 shares on the grant date, vests 100,000 shares on August 9, 2019 and 50,000 on January 9, 2020. The fair value of
the option was $23,891. The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value option with the following assumptions:
Risk-free interest rate
|
2.54
|
%
|
||
Expected life (in years)
|
3
|
|||
Expected volatility
|
310.6
|
%
|
||
Grant date fair value
|
$
|
.097
|
NOTE 10 – SUBSEQUENT EVENTS
On March 6, 2019, the Company received a loan of $10,000 bearing interest at 12% and due on August 15, 2020.
On March 11, 2019, the Company signed a twelve-month lease agreement for a four-bedroom living unit. The lease starts
on April 1, 2019 and ends on March 31, 2020. The monthly rental is $1,200 and an aggregate of $14,400 over the term of the lease.
On April 1, 2019, the Company signed a six-month Option Agreement for sole and exclusive right and option to explore and
evaluate the battery material (manganese + nickel + copper + cobalt) potential for property in the Chamberlain area of South Dakota, USA. The optionor provides the property free and clear of all liens, charges, encumbrances, claims, rights, or
interest of any person subject to incurring or funding expenditures up to an aggregate of $10,000 within six months of signing this agreement. On April 1, 2019, the Company will issue to the optionor 163,132 unregistered shares of the Company
stock worth $20,000 or $0.1226 per shares (based on the 30-day average closing price as of April 1, 2019). As of May 31, 2019, the subject shares have not been issued to the optionor. At the end of the six-month period, the Company has the right
to extend the option period for 3 months by issuing the optionor an additional $20,000 of unregistered shares of the Company’s common based on the 30 days average closing price on the date of the extension. At any time during the option periods,
both parties agree to work towards signing a binding Exploration and Development Agreement in the event the initial exploration results on the subject properly prove encouraging. The Company may terminate the agreement with 30 days written
notice to the optionor.
On April 2, 2019, the Company signed a twelve-month lease agreement for office space. The lease starts on 1 July, 2019 and ends on 30 June, 2020. The monthly rental is $730.15 and an aggregate of $8,761.80 over the
term of the lease.
On May 3, 2019, the Company received a loan of $25,000 bearing interest at 12% and due on July 31, 2020.
14
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY
28, 2019
NOTE 11 – RESTATEMENT
The August 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition
of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses.
The following table summarizes changes made to the August 31, 2018 balance sheet.
|
August 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
Balance Sheet:
|
||||||||||||
Current Assets
|
$
|
236,693
|
$
|
(221,457
|
)
|
$
|
15,236
|
|||||
Resource Property
|
378,000
|
(130,000
|
)
|
248,000
|
||||||||
Total assets
|
$
|
614,693
|
$
|
(351,457
|
)
|
$
|
263,236
|
|||||
|
||||||||||||
Accounts payable
|
$
|
53,688
|
$
|
10,910
|
$
|
54,598
|
||||||
Accounts payable – related parties
|
32,635
|
12,740
|
45,375
|
|||||||||
Due to related party
|
97,513
|
(10,907
|
)
|
86,606
|
||||||||
Accrued interest
|
-
|
886
|
886
|
|||||||||
Accrued interest – related party
|
60,282
|
2,993
|
63,275
|
|||||||||
Notes payable
|
-
|
41,700
|
41,700
|
|||||||||
Notes payable – related party
|
479,566
|
(11,700
|
)
|
467,866
|
||||||||
Total liabilities
|
723,684
|
46,622
|
770,306
|
|||||||||
|
||||||||||||
Common stock
|
65,392
|
-
|
65,392
|
|||||||||
Additional paid-in capital
|
1,429,375
|
(125,000
|
)
|
1,304,375
|
||||||||
Common stock payable
|
310,120
|
(5,000
|
)
|
305,120
|
||||||||
Accumulated deficit
|
(1,913,878
|
)
|
(268,079
|
)
|
(2,181,957
|
)
|
||||||
Total Stockholders’ Equity
|
(108,991
|
)
|
(398,079
|
)
|
(507,070
|
)
|
||||||
Total liabilities and stockholders’ equity
|
$
|
614,693
|
$
|
(351,457
|
)
|
$
|
263,236
|
The following table summarizes changes made to the nine months ended August 31, 2018 Statement of Operations.
|
For the nine months ended August 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
|
||||||||||||
Operating expenses
|
$
|
191,745
|
$
|
264,200
|
$
|
455,945
|
||||||
Interest expense
|
21,265
|
3,879
|
25,144
|
|||||||||
Forgiveness of debt
|
(100,000
|
)
|
-
|
(100,000
|
)
|
|||||||
Net Loss
|
$
|
(113,010
|
)
|
$
|
268,079
|
$
|
381,089
|
15
CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY
28, 2019
NOTE 11 – RESTATEMENT (continued)
The May 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of
a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses.
The following table summarizes changes made to the May 31, 2018 balance sheet.
|
May 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
Balance Sheet:
|
||||||||||||
Current Assets
|
$
|
5,924
|
$
|
(938
|
)
|
$
|
4,986
|
|||||
Deposit
|
591
|
-
|
591
|
|||||||||
Total assets
|
$
|
6,515
|
$
|
-
|
$
|
5,577
|
||||||
|
||||||||||||
Accounts payable
|
$
|
69,894
|
$
|
(46,844
|
)
|
$
|
23,050
|
|||||
Accounts payable – related parties
|
7,085
|
7,425
|
14,510
|
|||||||||
Due to related party
|
38,170
|
11,256
|
49,426
|
|||||||||
Accrued interest
|
-
|
320
|
320
|
|||||||||
Accrued interest – related party
|
52,497
|
(610
|
)
|
51,887
|
||||||||
Notes payable
|
-
|
10,000
|
10,000
|
|||||||||
Notes payable – related party
|
339,866
|
20,000
|
359,866
|
|||||||||
Total liabilities
|
507,512
|
1,547
|
509,059
|
|||||||||
|
||||||||||||
Common stock
|
62,892
|
-
|
62,892
|
|||||||||
Additional paid-in capital
|
1,206,875
|
-
|
1,206,875
|
|||||||||
Common stock payable
|
15,120
|
-
|
15,120
|
|||||||||
Accumulated deficit
|
(1,785,884
|
)
|
(2,485
|
)
|
(1,788,369
|
)
|
||||||
Total Stockholders’ Equity
|
(500,997
|
)
|
(2,485
|
)
|
(503,482
|
)
|
||||||
Total liabilities and stockholders’ equity
|
$
|
6,515
|
$
|
-
|
$
|
5,577
|
The following table summarizes changes made to the six months ended May 31, 2018 Statement of Operations.
|
For the six months ended May 31, 2018
|
|||||||||||
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
|
||||||||||||
Operating expenses
|
$
|
71,536
|
$
|
2,775
|
$
|
74,311
|
||||||
Interest expense
|
13,480
|
(290
|
)
|
13,190
|
||||||||
Forgiveness of debt
|
(100,000
|
)
|
-
|
(100,000
|
)
|
|||||||
Net Income (Loss)
|
$
|
14,984
|
$
|
2,485
|
$
|
12,499
|
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly 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 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 unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United
States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are
not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.
In this quarterly 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 quarterly report, the terms “we”, “us”, “our” and “our company” mean First American Silver Corp., unless
otherwise indicated.
General Overview
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 split 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. As of June 2010, we had abandoned our former business plan of seeking to market vacation properties.
Our name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading
on June 16, 2010, on which date we adopted the new stock symbol "FASV".
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 mineral
properties. Our name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 18, 2018, on which date we adopted the new stock symbol "CCOB”
17
Our Current Business
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. Such option had been exercised with additional claims acquired, resulting in a total of 695 claims
comprising approximately 13,900 acres.
Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares of common
stock (the “Consideration Shares”). We have assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted shares of common stock to Plateau upon listing on a
recognized stock exchange; paying pending BLM fees for the claims in the amount of $100,595; and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasiblity study on the property.
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.
Prior thereto on September 11, 2018 we entered
into a consulting agreement with Lester Kemp, whereby Mr. Kemp agreed to provide services as our Chief Technical Officer. The agreement has term expiring December 31, 2020, with the term having commenced on August 1, 2018. As compensation
for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Kemp by issuing 250,000 restricted common shares of our capital stock. In addition, Mr. Kemp shall be entitled to receive an additional
250,000 common shares after six months from the effective date of the agreement.
Results of Operations
Three Months Ended February 28, 2019 Compared to the Three Months Ended February 28, 2018
We had a net loss of $82,543 for the three month
period ended February 28, 2019 which was $68,586 more than the net loss of $13,957 for the three month period ended February 28, 2018. The change in our results over the two periods are primarily a result of an approximate 36,000 increase in consulting fees and stock based compensation paid to our new president and others, an
approximate $25,000 increase in other general and administrative expenses from travel, rent expense, professional fees and other expenses necessary to launch our business, an approximate $11,000 increase in legal and accounting fees and an
approximated increase $6,000 in interest expense for our new notes payable, offset by approximate $14,000 income from forgiveness of debt.
The following table summarizes key items of comparison and their related increase (decrease) for the three month periods
ended February 28, 2019 and February 28, 2018:
Three Months
Ended
February 28, 2019
|
Three Months
Ended
February 28, 2018
|
Change Between
Three Month
Periods Ended
February 28, 2019
And
February 28, 2018
|
||||||||||
Accounting and legal
|
$
|
16,817
|
$
|
5,838
|
$
|
10,979
|
||||||
Transfer agent and filing fees
|
4,710
|
1,239
|
3,471
|
|||||||||
Consulting
|
35,723
|
-
|
35,723
|
|||||||||
Exploration
|
2,083
|
-
|
2,083
|
|||||||||
General and administrative
|
25,105
|
254
|
24,851
|
|||||||||
Interest/Other (income) expense
|
(1,895
|
)
|
6,626
|
(8,521
|
)
|
|||||||
Net loss
|
$
|
85,543
|
$
|
13,957
|
$
|
68,586
|
18
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Capital Resources
Our balance sheet as of February 28, 2019 reflects current assets of $26,568. We had cash in the amount of $4,064 and working capital deficit
in the amount of $(406,250) as of February 28, 2019. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the
next twelve months.
Working Capital
At
February 28, 2019
|
At
December 31, 2018
|
|||||||
Current assets
|
$
|
26,632
|
$
|
11,959
|
||||
Current liabilities
|
432,882
|
757,302
|
||||||
Working capital
|
$
|
(406,250
|
)
|
$
|
(745,343
|
)
|
We anticipate generating losses and, therefore, may be unable to continue operations further in the future.
Cash Flows
|
Three months Ended
|
|||||||
|
February 28, 2019
|
February 28, 2018
|
||||||
Net cash (used in) operating activities
|
$
|
(84,108
|
)
|
$
|
(4,936
|
)
|
||
Net cash provided by financing activities
|
87,000
|
10,000
|
||||||
Net increase in cash during
period
|
$
|
2,892
|
$
|
5,064
|
Operating Activities
Net cash used in operating activities during the three months ended February 28, 2019 was $84,108, a $79,172increase
from the $4,936 net cash outflow during the three months ended February 28,
2018.
Cash provided by financing activities during
the three months ended February 28, 2019 was $87,000 as compared to $10,000 in cash provided by financing activities during the three months ended
February 28, 2018 from promissory notes payable.
We estimate that our operating expenses and working capital requirements for the next 12 months to be as follows:
Estimated Net Expenditures During The Next Twelve Months
Expense
|
Cost
|
|||
|
||||
General and administrative
expenses
|
$
|
25,000
|
||
Management and administrative
costs
|
$
|
150,000
|
||
Legal Fees
|
$
|
10,000
|
||
Auditor Fees
|
$
|
12,000
|
||
Exploration
|
$
|
150,000
|
||
Total
|
$
|
347,000
|
19
To date we have relied on proceeds from the sale of our shares in order to sustain our basic, minimum operating
expenses; however, we cannot guarantee that we will secure any further sales of our shares. We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be
approximately $2,000 per month. Due to our current cash position of approximately $4,064 as of February 28, 2019, we estimate that we do have sufficient cash to
sustain our basic operations for the next twelve months.
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in our liquidity increasing or decreasing in any material way.
Future Financings
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business
activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no
potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
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, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Accounting Basis
Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of
America ("GAAP" accounting). Our company has adopted a December 31 fiscal year end.
Our company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At February 28,
2019 and February 28, 2018, respectively, we had $4,064 and $1,172 of
unrestricted cash to be used for future business operations.
Our company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, our
company's bank deposits may exceed the insured amount. Management believes that it has little risk related to the excess deposits.
Concentrations of Credit Risk
Our company maintains our cash in bank deposit accounts, the balances of which at times may exceed federally insured
limits. Our company continually monitors our banking relationships and consequently has not experienced any losses in such accounts. Our company believes we are not exposed to any significant credit risk on cash and cash equivalents.
Stock-based Compensation
Our company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, COMPENSATION -
STOCK COMPENSATION which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to
employees.
20
Our company follows ASC Topic 505-50, formerly EITF 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN
EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING GOODS AND SERVICES," for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation
for services provided to our company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument
is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.
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 our company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of February 28, 2019, 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 of the financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition
Our company is in the exploration stage and has yet to realize revenues from operations. Once our company has commenced
operations, we will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by our customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related receivable is probable.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing our 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 our 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934, as amended, 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 management, including our president (our principal executive officer, principal financial officer and principle
accounting officer) to allow for timely decisions regarding required disclosure.
21
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the
participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our
president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal
Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. 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, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our
interest.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 as our President and Chief Executive Officer. The agreement has a three year term, effectively 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. In addition, subsequently we issued a further 2,500,000 restricted common shares to Mr. Stanbury pursuant to the terms of his consulting agreement.
Prior thereto on September 11, 2018 we entered
into a consulting agreement with Lester Kemp, whereby Mr. Kemp agreed to provide services as our Chief Technical Officer. The agreement has term expiring December 31, 2020, with the term having effectively commenced on August 1, 2018. As
compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Kemp by issuing 250,000 restricted common shares of our capital stock. In addition, Mr. Kemp shall be entitled to receive an
additional 250,000 common shares after six months from the effective date of the agreement.
On January 8, 2019, the Company agreed to
convert principle and interest of $341,650 from a Related Party Promissory Note Payable into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share.
Pursuant to the above consulting agreements,
we have issued an aggregate of 7,750,000 shares of our common stock to two non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S of the Securities Act of
1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
22
Item 6. Exhibits
Exhibit
Number
|
Description
|
||
(3
|
)
|
(i) Articles of Incorporation; (ii) By-laws
|
|
3.1
|
Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
|
||
3.2
|
By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)
|
||
3.3
|
Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
|
||
3.4
|
Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
|
||
3.5
|
Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
|
||
3.6
|
Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on June 25, 2018).
|
||
(10
|
)
|
Material Contracts
|
|
10.1
|
2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).
|
||
10.2
|
Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
|
||
10.3
|
$7,000 Convertible Promissory Note dated October 15, 2015 issued to Consorcio Empresarial Vesubio SA (incorporated
by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
|
||
10.4
|
Assignment Agreement dated effective August 7, 2018 between Oriental Rainbow Group Ltd. and Century Cobalt Corp.
|
||
10.5
|
Consulting Agreement
with Alexander Stanbury, dated September 14, 2018.
|
||
10.6
|
Consulting Agreement
with Lester Kemp, dated September 11, 2018.
|
||
(31
|
)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
|
31.1
|
*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer.
|
|
(32
|
)
|
Section 1350 Certifications
|
|
32.1
|
*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer.
|
|
101
|
**
|
Interactive Data File
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Filed herewith.
** To be filed by amendment
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTURY COBALT CORP.
|
|||
(Registrant)
|
|||
Dated: May 31, 2019
|
/s/ Alexander Stanbury | ||
Alexander Stanbury
|
|||
President, Chief Executive Officer, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
24