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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended August 31, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________________ to __________________________

 

Commission file number 000-55517

 

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   27-2060863
(State or other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

8631 State Highway 124

Ione, California

 

 

95640

(Address of principal executive offices)   (Zip Code)

 

(209) 274-9143

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Indicate by check mark 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 ☒ 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 filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
       
Non-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 Exchange Act). Yes ☐ No

 

As of October 15, 2024, there were 250,413,997 shares of the registrant’s common stock outstanding.

 

 

 

 

 

 

PUREBASE CORPORATION AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2024

 

  Page
PART I. FINANCIAL INFORMATION 3
   
ITEM 1. FINANCIAL STATEMENTS 3
     
  CONDENSED CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2024 AND NOVEMBER 30, 2023 3
     
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 AND 2023 4
     
  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 AND 2023 5
     
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED AUGUST 31, 2024 AND 2023 6
     
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 34
     
ITEM 4. CONTROLS AND PROCEDURES 35
     
PART II. OTHER INFORMATION 36
     
ITEM 1. LEGAL PROCEEDINGS 36
     
ITEM 1A. RISK FACTORS 36
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 36
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 36
     
ITEM 4. MINE SAFETY DISCLOSURES 36
     
ITEM 5. OTHER INFORMATION 36
     
ITEM 6. EXHIBITS 36
     
SIGNATURES 37

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   August 31, 2024   November 30, 2023 
    (Unaudited)    (Audited) 
ASSETS          
           
Current Assets:          
Cash and cash equivalents  $31,246   $5,572 
Accounts receivable   74,244    - 
Prepaid expenses and other assets   16,783    15,434 
Right of use asset   9,950    - 
Total Current Assets   132,223    21,006 
           
Property and equipment, net   749,589    750,716 
Right of use asset   -    39,799 
           
Total Assets  $881,812   $811,521 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities:          
Accounts payable and accrued expenses  $74,036   $361,013 
Interest payable, related party   59,103    120,011 
Settlement liability   -    618,000 
Line of credit   720,135    346,735 
Lease liability   10,413    40,880 
Note payable to officer   -    8,716 
Convertible notes payable, related party   37,000    19,000 
Total Current Liabilities   900,687    1,514,355 
           
Interest payable, related party, net of current portion   17,235    - 
Convertible notes payable; related party, net of current portion   618,000    1,525,676 
Total Liabilities   1,535,922    3,040,031 
           
Commitments and Contingencies (Note 9)   -    - 
           
Stockholders’ Deficit:          
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at August 31, 2024 and November 30, 2023   -    - 
Common stock, $0.001 par value; 520,000,000 shares authorized; 250,397,330 and 230,863,005 shares issued and outstanding, at August 31, 2024 and November 30, 2023, respectively   250,397    230,863 
Additional paid in capital   62,935,171    60,271,605 
Accumulated deficit   (63,839,678)   (62,730,978)
Total Stockholders’ Deficit   (654,110)   (2,228,510)
           
Total Liabilities and Stockholders’ Deficit  $881,812   $811,521 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

 

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   2024   2023   2024   2023 
   For the three months ended August 31,   For the nine months ended August 31, 
   2024   2023   2024   2023 
                 
Revenue, net  $204,314   $207,243   $310,036   $325,875 
Cost of goods sold   47,178    44,080    80,253    93,149 
Gross margin   157,136    163,163    229,783    232,726 
                     
Operating expenses                    
Selling, general and administrative   406,379    288,487    1,248,141    1,168,142 
Stock based compensation   4,191    2,000    16,573    7,328,400 
Total operating expenses   410,570    290,487    1,264,714    8,496,542 
                     
Loss from operations   (253,434)   (127,324)   (1,034,931)   (8,263,816)
                     
Other income (expense)                    
Other income   -    -    -    310,401 
Interest expense related party   (23,404)   (24,702)   (71,369)   (46,226)
Total other income (expense), net   (23,404)   (24,702)   (71,369)   264,175 
                     
Loss before provision for income taxes   (276,838)   (152,026)   (1,106,300)   (7,999,641)
Provision for income taxes   -    -    2,400    2,400 
Net loss  $(276,838)  $(152,026)  $(1,108,700)  $(8,002,041)
                     
Loss per share – basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.03)
                     
Weighted average number of common stock outstanding – basic and diluted   250,370,337    231,171,483    243,684,800    230,687,604 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

 

 

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
   Preferred Stock   Common Stock   Additional Paid-in   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance at November 30, 2022 (audited)   -   $-    230,753,005   $230,753   $52,840,436   $(53,643,649)  $(572,460)
                                    
Stock based compensation – shares   -    -    -    -    5,485,013    -    5,485,013 
                                    
Settlement shares surrendered   -    -    (300,000)   (300)   300    -    - 
                                    
Net loss   -    -    -    -    -    (5,830,799)   (5,830,799)
                                    
Balance at February 28, 2023 (unaudited)   -   $-    230,453,005   $230,453   $58,325,749   $(59,474,448)  $(918,246)
                                    
Stock based compensation – shares   -    -    -    -    1,841,389    -    1,841,389 
                                    
Conversion of board of director accrued debt   -    -    310,000    310    35,690    -    36,000 
                                    
Net loss   -    -    -    -    -    (2,019,216)   (2,019,216)
                                    
Balance at May 31, 2023 (unaudited)   -   $-    230,763,005   $230,763   $60,202,828   $(61,493,664)  $(1,060,073)
                                    
Stock based compensation – shares   -    -    100,000    100    1,900    -    2,000 
                                    
Net loss   -    -    -    -    -    (152,026)   (152,026)
                                    
Balance at August 31, 2023   -   $-    230,863,005   $230,863   $60,204,728   $(61,645,690)  $(1,210,099)
                                    
Balance at November 30, 2023 (audited)   -   $-    230,863,005   $230,863   $60,271,605   $(62,730,978)  $(2,228,510)
                                    
Stock based compensation – options   -    -    -    -    4,191    -    4,191 
                                    
Shares for services   -    -    300,000    300    23,700    -    24,000 
                                    
Convertible debt converted into common stock, related party   -    -    8,877,923    8,878    1,604,009    -    1,612,887 
                                    
Net loss   -    -    -    -    -    (490,972)   (490,972)
                                    
Balance at February 29, 2024 (unaudited)   -   $-    240,040,928   $240,041   $61,903,505   $(63,221,950)  $(1,078,404)
                                    
Stock based compensation – options   -    -    -    -    4,191    -    4,191 
                                    
Shares issued for services   -    -    50,001    50    3,950    -    4,000 
                                    
Convertible debt converted into common stock, related party   -    -    10,256,400    10,256    1,015,384    -    1,025,640 
                                    
Net loss   -    -    -    -    -    (340,890)   (340,890)
                                    
Balance at May 31, 2024 (unaudited)   -   $-    250,347,329   $250,347   $62,927,030   $(63,562,840)  $(385,463)
                                    
Stock based compensation – options   -    -    -    -    4,191    -    4,191 
                                    
Shares issued for services   -    -    50,001    50    3,950    -    4,000 
                                    
Net loss   -    -    -    -    -    (276,838)   (276,838)
                                    
Balance August 31, 2024 (unaudited)   -   $-    250,397,330   $250,397   $62,935,171   $(63,839,678)  $(654,110)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5

 

 

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

       
   For the Nine Months Ended 
   August 31, 2024   August 31, 2023 
Cash Flows Operating Activities:          
Net loss  $(1,108,700)  $(8,002,041)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock based compensation   16,573    7,328,400 
Stock issued for services   32,000    - 
Director compensation accrued as convertible debt   18,000    13,000 
Depreciation   1,127    - 
Gain on debt forgiveness   -    (35,399)
Gain on settlement   -    (275,000)
Right of use asset and liability, net   (618)   872 
Changes in operating assets and liabilities:          
Accounts receivable   (74,244)   (100,270)
Prepaid expenses and other assets   (5,349)   (9,804)
Accounts payable and accrued expenses   (174,126)   304,706 
Settlement liability   (618,000)   (125,000)
Interest payable, related party   (43,673)   - 
Net Cash Used In Operating Activities   (1,957,010)   (900,536)
           
Cash Flows Investing Activities:          
Purchase of property and equipment   -    (126,536)
Net Cash Used In Investing Activities   -    (126,536)
           
Cash Flows Financing Activities:          
Advances from related party for convertible note   618,000    898,935 
Proceeds from line of credit   1,373,400    231,048 
Payments on notes payable to officer   (8,716)   (20,000)
Net Cash Provided By Financing Activities   1,982,684    1,109,983 
           
Net Increase In Cash and Cash Equivalents   25,674    82,911 
           
Cash and Cash Equivalents - Beginning of Period   5,572    19,055 
           
Cash and Cash Equivalents – End of Period  $31,246   $101,966 
           
Supplemental Cash Flow Information:          
Cash paid for:          
Interest paid  $-   $- 
Income taxes paid  $2,400   $2,400 
           
Noncash operating and financing activities:          
Forgiveness of accounts payable due to USMC  $-   $(15,853)
Vendors paid on behalf of the Company by USMC  $-   $8,320 
Expenses paid on behalf of the Company by USMC  $36,893   $7,533 
Convertible debt and accrued interest converted to common stock, related party  $2,638,527   $- 
Director compensation - accrued as convertible debt converted to common stock  $18,000   $36,000 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6

 

 

PUREBASE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Corporate Overview

 

PureBase Corporation (“PureBase” or the “Company”) was incorporated in the State of Nevada on March 2, 2010. The Company is an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States through its two subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”), and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“PureBase AM”), respectively.

 

The Company’s headquarters is in Ione, California.

 

Agricultural Sector

 

The Company develops specialized sun protectants. The Company has developed and will seek to develop additional products derived from mineralized materials of kaolin clay.

 

Construction Sector

 

The Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company is developing an SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction materials sector.

 

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial minerals. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also officers, directors, and owners of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by US Mine, LLC. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also owners of US Mine, LLC.

 

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NOTE 2 – GOING CONCERN AND LIQUIDITY

 

The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2024, the Company had a significant accumulated deficit of $63,839,678 and a working capital deficit of $768,464. For the nine months ended August 31, 2024, the Company had a loss from operations of $1,108,700 and negative cash flows from operations of $1,957,010. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2024. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded and plans to continue funding these losses primarily with additional infusions of cash from advances from USMC and the sale of equity and convertible notes. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

 

The Company’s plan, through the continued promotion of its products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company issued a promissory note to USMC on February 8, 2024 and received a new line of credit from USMC on March 7, 2024, and is currently exploring several other options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities to USMC and other third parties.

 

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in the form of a line of credit up to $1,000,000, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

 

On February 8, 2024, the Company issued a two-year $618,000 unsecured convertible note to USMC for the payment of the plaintiff’s attorney fees for the settlement of the Calvanico lawsuit (see Note 6). The note bears interest at 8% per annum and any outstanding principal and accrued interest are convertible into shares of the Company’s common stock at a conversion price of $0.08 per share at the sole discretion of the noteholder. As of the date hereof, there have been $618,000 in advances from USMC under the note.

 

On March 7, 2024, the Company entered into a $1,000,000 line of credit agreement with USMC, pursuant to a grid note issued in connection with the line of credit. The note bears interest at 8% per annum and any outstanding principal and accrued interest are convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the line of credit. Currently, there are no other arrangements or agreements for financing with USMC and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease its operations completely.

 

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2023, in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. The results of the nine months ended August 31, 2024, (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2024.

 

Principles of Consolidation

 

These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries PureBase AG and PureBase AM. Intercompany accounts and transactions have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected.

 

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.

 

Revenue

 

The Company accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of control to the customer.

 

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Practical Expedients

 

As part of ASC Topic 606, the Company has adopted practical expedients including:

 

  Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
  Unsatisfied and Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period.
  Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
  Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value provided to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice.

 

Disaggregated Revenue

 

Revenue consists of the following by product offering for the nine months ended August 31, 2024:

 

SCHEDULE OF DISAGGREGATED REVENUE 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

  

SulFe Hume Si

ADVANTAGE

   Total 
                  
$95,374   $214,662   $-   $310,036 

 

Revenue consists of the following by product offering for the nine months ended August 31, 2023:

 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

   SulFe Hume Si ADVANTAGE   Total 
                  
$66,825   $207,570   $51,480   $325,875 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of August 31, 2024 and November 30, 2023.

 

Accounts Receivable

 

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of August 31, 2024 and November 30, 2023, the Company has determined that no allowance for credit losses was necessary.

 

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

 

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT 

Equipment 3-5 years
Autos and trucks 5 years
SCM plants 30 years

 

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $547,907 in property and equipment that it acquired on May 1, 2020. As of August 31, 2024, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company has $202,809 in costs for its pilot plant which has begun manufacturing sample quantities of the Company’s SCM product for testing by third-parties. The Company has begun recording depreciation related to the pilot plant. The Company also has $67,164 in other fixed assets which are fully depreciated.

 

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2024 and 2023.

 

Shipping and Handling

 

The Company incurs shipping and handling costs which are charged back to the customer. There were no net amounts incurred or included in general and administrative expenses for the three and nine months ended August 31, 2024 and 2023.

 

Advertising and Marketing Costs

 

The Company expenses advertising and marketing costs as incurred and such costs are recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Advertising and marketing expenses were $5,311 and $651 for the three months ended August 31, 2024 and 2023, respectively. Advertising and marketing expenses were $19,761 and $3,294 for the nine months ended August 31, 2024 and 2023, respectively.

 

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value Measurements

 

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
   
Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
   
Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Fair Value of Financial Instruments

 

The carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.

 

Loss Per Common Share

 

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and nine months ended August 31, 2024 and 2023. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and nine months ended August 31, 2024 and 2023.

 

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss even though the exercise price could be less than the average market price of the common stock:

 

SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE 

   Three Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

   Nine Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

Stock-Based Compensation

 

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the accompanying condensed consolidated statements of operations.

 

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

 

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options as noted above.

 

Leases

 

With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

 

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The Company leases its corporate offices. The lease is classified as an operating lease. The Company is a party to a two-year lease with USMC for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 7). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month, with automatic one-month renewals. The remaining weighted average term is 0.20 years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

 

In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the condensed consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact on the accompanying unaudited condensed consolidated financial statements and related disclosures.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

 

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the condensed consolidated statements of operations.

 

Exploration Stage

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of August 31, 2024, the Company was not engaged in any mine exploration.

 

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Mineral Rights

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.

 

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. As of August 31, 2024 and November 30, 2023, the Company did not have any capitalized mineral rights.

 

Recent Accounting Pronouncements

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2024 and for interim reporting periods thereafter. The Chief Executive Officer is the CODM of the Company. The Company views its operations and manages its business as one operating segment.

 

NOTE 4 – MINING RIGHTS

 

Snow White Mine located in San Bernardino County, CA – Deposit

 

On November 28, 2014, US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. On December 1, 2014, USMC assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement provides for the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and Bureau of Land Management. An initial deposit of $50,000 was paid to the Company and held in escrow and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to the closing of the sale from US Mining and Minerals Corporation to the Company. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property interest and mining claims on or about October 15, 2015. Mr. Bremer agreed to transfer title to the Company upon payment of $575,000 plus expenses to Mr. Bremer, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company, which is paid by USMC on behalf of the Company.

 

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NOTE 4 – MINING RIGHTS (CONTINUED)

 

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust (the “Trust”), pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”) from the Trust. The Purchase Price plus 5% interest is payable in cash at closing. On April 14, 2022, the agreement was amended to extend the closing date to April 14, 2023. On April 7, 2023, the agreement was amended to extend the closing date to April 1, 2024. On July 12, 2024 the agreement was amended to extend the closing date to July 12, 2026.

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following at:

 

SCHEDULE OF PROPERTY AND EQUIPMENT 

   August 31, 2024   November 30, 2023 
         
Furniture and equipment  $6,952   $6,952 
Machinery and equipment   35,151    35,151 
Automobiles and trucks   25,061    25,061 
Pilot plant   202,809    130,716 
Construction in process   547,907    620,000 
Property and equipment, gross   817,880    817,880 
Less: accumulated depreciation   (68,291)   (67,164)
Property and equipment, net  $749,589   $750,716 

 

There was $1,127 and $0 depreciation expense for the three months ended August 31, 2024 and 2023, respectively. There was $1,127 and $0 depreciation expense for the nine months ended August 31, 2024 and 2023, respectively.

 

NOTE 6 – NOTES PAYABLE

 

Bayshore Capital Advisors, LLC

 

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,401 of accrued and unpaid interest, which was recorded in Other income on the Statement of Operations. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0 and $255, respectively. There was no interest expense for the three months ended August 31, 2024 and 2023.

 

A. Scott Dockter – Chief Executive Officer

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the nine months ended August 31, 2024, the Company made payments totaling $8,716 towards the outstanding balance of the note. Total interest expense on the note was $198 and $768 for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0 and $8,716 as of August 31, 2024, and November 30, 2023, respectively. There was $42,263 and $42,065 of accrued interest as of August 31, 2024, and November 30, 2023, respectively.

 

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NOTE 6 – NOTES PAYABLE (CONTINUED)

 

Convertible Promissory Notes – USMC

 

August 30, 2022

 

On August 30, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $470,862 to USMC, with a maturity date of August 30, 2024 (“Tranche #7”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #7 was $0 and $5,805 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #7 was $3,999 and $17,673 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $470,862 and accrued interest through January 31, 2024 of $33,476 were converted into 1,293,175 shares of the Company’s common stock.

 

November 29, 2022

 

On November 29, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $140,027 to USMC, with a maturity date of August 30, 2024 (“Tranche #8”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #8 was $0 and $1,803 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #8 was $1,189 and $5,256 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $140,027 and accrued interest through January 31, 2024 of $8,210 were converted into 380,095 shares of the Company’s common stock.

 

February 28, 2023

 

On February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $308,320 to USMC, with a maturity date of February 28, 2025 (“Tranche #9”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #9 was $0 and $3,970 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #9 was $2,619 and $7,771 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $308,320 and accrued interest through January 31, 2024 of $14,233 were converted into 827,060 shares of the Company’s common stock.

 

May 31, 2023

 

On May 31, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $412,533 to USMC, with a maturity date of May 31, 2025 (“Tranche #10”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #10 was $0 and $8,318 for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #10 was $5,606 and $8,318 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $412,533 and accrued interest through January 31, 2024 of $22,152 were converted into 4,346,855 shares of the Company’s common stock.

 

17

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

June 30, 2023

 

On June 30, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $193,935 to USMC, with a maturity date of June 30, 2025 (“Tranche #11”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #11 was $0 and $2,635 for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #11 was $2,635 and $2,635 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $193,935 and accrued interest through January 31, 2024 of $9,139 were converted into 2,030,738 shares of the Company’s common stock.

 

February 8, 2024

 

On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three and nine months ended August 31, 2024 was $10,506 and $17,235, respectively. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.08 per share.

 

Lines of Credit –USMC

 

July 10, 2023

 

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provided for the issuance of up to an aggregate of $1,000,000 from USMC under an unsecured convertible grid promissory note (See Note 12) until July 2024. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of May 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0 and $18,856 for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

 

March 7, 2024

 

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558 and $16,840 respectively.

 

18

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the “Guzy Director Agreement”) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew (the “Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will be converted into the Company’s common stock at a price per share equal to the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted average price (“VWAP”) of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Mr. Guzy converted $24,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share and 150,000 shares of common stock at $0.08 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were no cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Dr. Kurtis converted $12,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $25,000 is owed to Dr. Kurtis.

 

On September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto (“the Barto Agreement”) pursuant to which Mr. Barto will serve as a director. Mr. Barto will be notified within 30 days before the end of the twelve months whether his contract will be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date Mr. Barto is on the board. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Mr. Barto under the Barto Director Agreement were deferred and debt in the amount of $12,000 is owed to Mr. Barto.

 

19

 

 

NOTE 7 – LEASES

 

The following table presents net lease cost and other supplemental lease information:

 

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION 

  

Nine Months Ended

August 31, 2024

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $30,467 
Current leases – right of use assets  $9,950 
Current liabilities – operating lease liabilities  $10,413 

 

  

Nine Months Ended

August 31, 2023

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $28,978 
Non-current liabilities – right of use assets  $49,749 
Current liabilities – operating lease liabilities  $40,371 
Non-current liabilities – operating lease liabilities  $10,413 

 

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2024:

 

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

Fiscal Year  Operating Leases 
Remainder of 2024  $10,500 
Amount representing interest   (87)
Present value of net future minimum lease payments  $10,413 

 

20

 

 

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following amounts as of:

 

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 

   August 31, 2024   November 30, 2023 
         
Accounts payable  $16,182   $314,502 
Accrued compensation   34,441    39,080 
Miscellaneous accrued expenses   23,413    - 
Accrued consultants   -    7,431 
Accounts payable and accrued expenses  $74,036   $361,013 

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Office and Rental Property Leases

 

The Company is leasing office space from USMC, which is owned by the Company’s majority stockholders and directors, A. Scott Dockter and John Bremer (See Note 12).

 

Mineral Properties

 

The Company’s mineral rights require various annual lease payments (See Note 4).

 

Legal Matters

 

On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believed Calvanico was owed nothing because it took the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by the Company and because Calvanico never exercised his stock options. The Company and Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico’s breach of contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico’s employment agreement with the Company. At a July 18, 2023, teleconference regarding a determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico’s brief in support of attorney fees was due and timely filed on August 15, 2023. The Company’s brief in opposition was due and timely filed on September 19, 2023. Calvanico’s reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay $618,000 in six equal monthly payments of $103,000 with the first payment made February 8, 2024. $618,000 in payments have been made as of August 31, 2024.

 

21

 

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleged breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint sought damages of approximately $400,000 and, although the Company vigorously defended such claims and believed that there was little to no risk of liability, it accrued $400,000 for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter was fully settled and was thus dismissed by the Court on May 2, 2023, and the Company paid Superior Soils $125,000. The settlement resulted in $275,000 other income in the period ended May 31, 2023 as $400,000 had been accrued previously.

 

Contractual Matters

 

On November 1, 2013, the Company entered into an agreement with USMC, in which USMC provides various technical evaluations and mine development services for the Company regarding the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC.

 

On October 12, 2018, the Company entered into a material supply agreement with USMC, pursuant to which USMC provides designated natural resources to the Company at predetermined prices (See Note 12).

 

Note 10 - STOCKHOLDERS’ EQUITY

 

On February 27, 2023, 300,000 shares of the Company’s common stock were surrendered to the Company in a settlement agreement.

 

On January 31, 2024, the Company issued 8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal and $87,211 in interest accrued through January 31, 2024.

 

On February 23, 2024, the board of directors authorized the immediate issuance of 300,000 shares of common stock and the issuance of 16,667 shares of common stock monthly from March 2024 through January 2025 and 16,663 shares of common stock in February 2025 pursuant to a consulting agreement. 400,002 shares of common stock have been issued as of August 31, 2024.

 

On March 31, 2024, the Company issued 10,256,400 shares of common stock to USMC in exchange for $1,000,000 of the July 10, 2023 line of credit and $25,640 in interest accrued through March 31, 2024.

 

Note 11 – STOCK-BASED COMPENSATION

 

The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.

 

2017 Equity Incentive Plan

 

On November 10, 2017, the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved ten million shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of August 31, 2024, options to purchase an aggregate of 4,468,787 shares of common stock have been granted under the Option Plan. 200,000 options have expired as of August 31, 2024.

 

22

 

 

Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

 

The Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment agreements with certain employees prior to the adoption of the Option Plan.

 

On April 8, 2023, the Company granted a director an option to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $26,623. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

On August 10, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $17,987. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

On September 13, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $16,267. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

 

On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.09 per share and a fair value of $16,762. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS 

Grant Date  Number of Options   Stock Price   Exercise Price   Expected Volatility   Risk-free Interest Rate   Dividend Rate   Expected Term  Fair Value 
04/08/2023   350,000   $0.08   $0.10    202.26%   3.72%   0.00%  3.50 years  $26,623 
08/10/2023   200,000   $0.10   $0.15    201.69%   4.47%   0.00%  3.50 years  $17,987 
09/13/2023   200,000   $0.10   $0.15    198.67%   4.64%   0.00%  3.50 years  $16,267 
12/13/2023   200,000   $0.09   $0.09    206.88%   4.18%   0.00%  3.00 years  $16,762 

 

The Company granted options to purchase an aggregate of 200,000 shares of common stock during the nine months ended August 31, 2024, and granted options to purchase an aggregate of 550,000 shares of common stock during the nine months ended August 31, 2023.

 

The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2024 was $0. The weighted average non-vested grant date fair value of non-vested options during the nine months ended August 31, 2024 was $16,762.

 

23

 

 

Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

 

Compensation based stock option activity for qualified and unqualified stock options is summarized as follows:

 

SCHEDULE OF STOCK OPTION ACTIVITY 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Outstanding at November 30, 2022   128,688,187   $0.53 
Granted   -    - 
Exercised   -    - 
Expired or cancelled   -    - 
Outstanding at August 31, 2023   128,688,187   $0.53 
           
Outstanding at November 30, 2023   129,438,187   $0.53 
Granted   200,000    0.09 
Exercised   -    - 
Expired or cancelled   (200,000)   0.099 
Outstanding at August 31, 2024   129,438,187   $0.53 

 

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2024:

 

SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE 

        Weighted-   Weighted-     
        Average   Average     
Exercise   Outstanding   Remaining Life   Exercise   Number 
Price   Options   In Years   Price   Exercisable 
                  
$0.09    200,000    3.54   $0.09    - 
 0.099    200,000    0.42    0.099    200,000 
 0.10    995,000    2.19    0.10    995,000 
 0.12    50,000    4.32    0.12    50,000 
 0.15    400,000    4.24    0.15    400,000 
 0.24    2,223,787    2.91    0.24    2,223,787 
 0.36    200,000    2.20    0.36    200,000 
 0.38    116,000,000    4.34    0.38    116,000,000 
 2.50    8,669,400    3.01    2.50    8,669,400 
 3.00    500,000    1.75    3.00    500,000 
      129,438,187    4.18   $0.53    129,238,187 

 

The compensation expense attributed to the issuance of the options is recognized as vested options.

 

The stock options granted are exercisable over various terms from three to ten years from the grant date and vest over various terms from the grant date to five years.

 

Total compensation expense related to the options was $16,573 and $7,328,400 for the nine months ended August 31, 2024 and 2023, respectively. As of August 31, 2024, there was $4,189 compensation cost related to non-vested stock options.

 

As of August 31, 2024, the aggregate intrinsic value of the total outstanding and exercisable options was $0, which was based on an estimated fair value of the Company’s common stock of $0.045 as of such date and which represents the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.

 

24

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS

 

Bayshore Capital Advisors, LLC

 

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closed bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,401 of accrued and unpaid interest. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0 and $255, respectively. There was no interest expense for the three months ended August 31, 2024 and 2023.

 

US Mine Corporation

 

The Company entered into a contract mining agreement with USMC, a company which A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, each own 33%, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the nine months ended August 31, 2024 and 2023, the Company made $68,801 and $81,444 purchases from USMC, respectively. Technical evaluations of $2,957 and $1,351 were rendered by USMC for the nine months ended August 31, 2024 and 2023, respectively. All purchases have been paid or will be paid by the Company to USMC.

 

In addition, during the nine months ended August 31, 2024 and 2023, USMC paid $36,893 and $15,853, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company. All expenses paid by USMC on behalf of the Company were paid by the Company to USMC. The Company had a balance due to USMC of $33,701 and $0 on August 31, 2024 and November 30, 2023, respectively.

 

During the nine months ended August 31, 2024 and 2023, USMC made cash advances to the Company of $1,991,400 and $1,125,000, respectively, which are recorded as part of due to affiliates and convertible notes payable, related party on the Company’s condensed consolidated balance sheets.

 

USMC Notes

 

The Company has entered into various securities purchase agreements with USMC pursuant to which USMC may purchase the Company’s unsecured convertible promissory notes (See Note 6). The outstanding balance on the convertible notes due to USMC was $618,000 and $1,525,676 on August 31, 2024 and November 30, 2023, respectively. Interest expense on the convertible notes due to USMC totaled $10,506 and $22,790 for the three months ended August 31, 2024 and 2023, respectively. Interest expense on the convertible notes due to USMC totaled $33,284 and $41,654 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the Company issued 8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal and $87,211 in interest accrued through January 31, 2024. On February 8, 2024, the Company issued an unsecured convertible promissory note for $618,000, of which $103,000 was funded on that date, $103,000 was funded March 1, 2024, $103,000 was funded April 1, 2024, $103,000 was funded May 1, 2024, $103,000 was funded July 1, 2024, and $103,000 was funded August 1, 2024 (see Note 6).

 

USMC Lines of Credit

 

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provided for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024 (See Note 6). The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of August 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0 and $18,856 for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

 

25

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558 and $16,840, respectively.

 

USMC Mining Agreements

 

On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. The Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC will adjust the cost to the Company to conform to the more favorable terms. The initial term of the Supply Agreement was three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. For the three months ended August 31, 2024 and 2023, the Company purchased $42,626 and $47,080, respectively, under the Supply Agreement. For the nine months ended August 31, 2024 and 2023, the Company purchased $68,801 and $81,444, respectively, under the Supply Agreement. Since April 22, 2020, the Company has purchased $570,063 of materials under the Supply Agreement.

 

US Mine LLC

 

On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to one hundred million of certain raw clay materials. The Materials Extraction Agreement is effective until one hundred million tons of material are extracted. As compensation for the right, the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner will be subject to 15% interest per annum compounded monthly.

 

On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement (the “Amendment”). Pursuant to the Amendment, as further amended on June 17, 2022, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. For the three and nine months ended August 31, 2023, the Company expensed $0 and $7,326,402, respectively, in stock-based compensation expense related to the issuance of the option on October 16, 2021, to US Mine LLC under the Amendment.

 

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NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

Transactions with Officers

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the nine months ended August 31, 2024 and 2023, the Company paid $8,716 and $20,000, respectively, towards the outstanding balance of the note. Total interest expense on the note was $16 and $156 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on the note was $198 and $768 for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0 and $8,716 as of August 31, 2024 and November 30, 2023, respectively. There was $42,263 and $42,065 of accrued interest as of August 31, 2024 and November 30, 2023, respectively.

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into the Guzy Director Agreement (See Note 6) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as 0% debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were no cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into the Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis’ resignation or removal will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $25,000 owed to Dr. Kurtis.

 

On September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto being on the board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $12,000 owed to Mr. Barto.

 

On June 9, 2023, the Company entered into an agreement with Karen Scrivener, an advisory board member, pursuant to which Dr. Scrivener will provide certain strategic advisory services to the Company. As compensation therefor, Dr. Scrivener was issued 100,000 shares of the Company’s common stock on June 9, 2023, at a fair value of $0.08 per share.

 

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NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

On February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to which Joe Thomas, an advisory board member, will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued 300,000 shares of the Company’s common stock upon signing the agreement and will be issued 16,667 shares of the Company’s common stock for each thirty-day period completed for eleven months and 16,663 shares of the Company’s common stock for the twelfth month. 400,002 shares have been issued as of August 31, 2024 under such agreement.

 

Leases

 

On October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7). The lease was amended to extend the term for an additional two years to November 1, 2024, and to add an additional 700 square feet of office space for a total monthly rental of $3,500.

 

NOTE 13 – CONCENTRATION OF CREDIT RISK

 

Cash Deposits

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of August 31, 2024, and November 30, 2023, the Company had no deposits over the FDIC insured limit.

 

Revenues

 

Three customers accounted for 98% of the total revenue for the nine months ended August 31, 2024, as set forth below:

 

SCHEDULE OF CONCENTRATION OF CREDIT RISK 

Customer A   55%
Customer B   31%
Customer C   12%

 

Four customers accounted for 98% of total revenues for the nine months ended August 31, 2023, as set forth below:

 

Customer A     45 %
Customer B     20 %
Customer C     17 %
Customer D     16 %

 

Accounts Receivable

 

One customer accounted for 100% of the accounts receivable as of August 31, 2024.

 

Two customers accounted for 100% of the accounts receivable as of August 31, 2023, as set forth below:

 

Customer A     82 %
Customer B     18 %

 

Vendors

 

One supplier accounted for 100% of purchases during the nine months ended August 31, 2024.

 

Three suppliers accounted for 61% of purchases during the nine months ended August 31, 2023 as set forth below:

 

Vendor A     36 %
Vendor B     15 %
Vendor C     10 %
         

 

NOTE 14 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after August 31, 2024 through the date the condensed consolidated financial statements were filed. During this period the Company did not have any material reportable subsequent events.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of 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 include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024, any of which may cause our company’s 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 in our forward-looking statements. These risks and factors include, by way of example and without limitation:

 

absence of contracts with customers or suppliers;
our ability to maintain and develop relationships with customers and suppliers;
the impact of competitive products and pricing;
supply constraints or difficulties;
the retention and availability of key personnel;
general economic and business conditions;
substantial doubt about our ability to continue as a going concern;
our ability to successfully implement our business plan;
our need to raise additional funds in the future;
our ability to successfully recruit and retain qualified personnel in order to continue our operations;
our ability to successfully acquire, develop or commercialize new products;
the commercial success of our products;
the impact of any industry regulation;
our ability to develop existing mining projects or establish proven or probable reserves;
our dependence on one vendor for our minerals for our products;
the impact of potentially losing the rights to properties; and
the impact of the increase in the price of natural resources.

 

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We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.

 

As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“PureBase AM”).

 

Business Overview

 

We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, PureBase AG, and PureBase AM, respectively. The Company relies on US Mine LLC for its raw materials. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also owners of US Mine, LLC.

 

We utilize the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant stockholder of the Company for the development and contract mining of industrial mineral and metal projects, exploration, drilling, preparation of feasibility studies, mine modeling, on-site construction, production site reclamation and for product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, all of the minerals used by the Company are obtained from properties owned or controlled by US Mine LLC.

 

A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also officers, directors and owners of USMC. A. Scott Dockter and John Bremer are also managers and owners of US Mine LLC.

 

We obtain certain raw clay materials from USMC through a material extraction agreement with US Mine LLC. US Mine LLC owns the mining property which USMC leases. USMS pays US Mine LLC a royalty for which the Company reimburses USMC.

 

Agricultural Sector

 

We develop specialized sun protectants. We have developed and will seek to develop additional products derived from mineralized materials of kaolin clay.

 

Construction Sector

 

We have been developing and testing a kaolin-based product that we believe will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We are developing an SCM that we believe can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, we believe there are significant opportunities for high-quality SCM products in the construction-materials sector.

 

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Results of Operations

 

Comparison of the Three Months Ended August 31, 2024 to the Three Months Ended August 31, 2023

 

   August 31, 2024   August 31, 2023   Variance 
Revenue, net  $204,314   $207,243   $(2,929)
Cost of goods sold   47,178    44,080    3,098 
Operating income   157,136    163,163    (6,027)
                
Operating Expenses:               
Selling, general and administrative   406,379    288,487    117,892 
Stock based compensation   4,191    2,000    2,191 
Total operating expenses   410,570    290,487    120,083 
Loss from operations   (253,434)   (127,324)   (126,210)
Interest expense, related parties   (23,404)   (24,702)   1,298 
Loss before provision for income taxes   (276,838)   (152,026)   (124,812)
Provision for income tases   -    -    - 
Net Loss  $(276,838)  $(152,026)  $(124,812)

 

Revenues

 

Revenue decreased by $2,929, or 1%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. This decrease was due to a decrease in customer purchases of agricultural products in the three months ended August 31, 2024.

 

Cost of Goods Sold

 

Cost of goods sold increased by $3,098, or 7%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, as a result of an increase in production supplies during the three months ended August 31, 2024.

 

Operating Expenses

 

Total operating expenses increased by $96,670, or 33%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. The increase in operating expenses was primarily due to an increase in selling and general and administrative expenses of $117,892 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, primarily due to an increase in wages and related expenses and repairs to the pilot plant.

 

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Interest Expense, Related Parties

 

Interest expense decreased by $1,298 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, primarily due to conversion of notes payable to USMC to common stock in January 2024.

 

Comparison of the Nine Months Ended August 31, 2024 to the Nine Months Ended August 31, 2023

 

    August 31, 2024     August 31, 2023     Variance  
Revenue, net   $ 310,036     $ 325,875     $ (15,839 )
Cost of goods sold     80,253       93,149       (12,896 )
Operating income     229,783       232,726       (2,943 )
                         
Operating Expenses:                        
Selling, general and administrative     1,248,141       1,168,142       79,999  
Stock based compensation     16,573       7,328,400       (7,311,827 )
Total operating expenses     1,264,714       8,496,542       (7,231,828 )
Loss from operations     (1,034,931 )     (8,263,816 )     7,228,885  
Other income (expense)     -       310,401       (310,401 )
Interest expense, related parties     (71,369 )     (46,226 )     (25,143 )
Loss before provision for income taxes     (1,106,300 )     (7,999,641 )     6,893,341  
Provision for income taxes     2,400       2,400       -  
Net Loss   $ (1,108,700 )   $ (8,002,041 )   $ 6,893,341  

 

Revenues

 

Revenue decreased by $15,839, or 5%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. This decrease was due to no sales of agricultural products in the three months ended February 29, 2024, partially offset by greater sales of agricultural products in the three months ended May 31, 2024.

 

Cost of Goods Sold

 

Cost of goods sold decreased by $12,896, or 14%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, as a result of a decrease in products sold during the nine months ended August 31, 2024.

 

Operating Expenses

 

Total operating expenses decreased by $7,255,241, or 85%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. The decrease in operating expenses was primarily due to a decrease in stock-based compensation of $7,311,827 for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, partially offset by an increase of $79,999 in selling and general and administrative expenses for the nine months ended August 31, 2024 as compared to the nine months ended August 31, 2023, primarily due to an increase in wages and related expenses, an increase in pilot plant repairs and an increase in business insurance, offset by a decrease in professional services.

 

As of April 2023, the Company no longer expensed the option to purchase an aggregate of 116,000,000 shares of common stock issued to US Mine LLC on October 6, 2021, which resulted in the decreased stock-based compensation expense during the nine months ended August 31, 2024 compared to the nine months ended August 31, 2023.

 

Other Income

 

Other income decreased by $310,401, or 100%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. $275,000 other income in the nine months ended August 31, 2023 was for the settlement of a lawsuit for less than had been reserved. $35,401 other income in the nine months ended August 31, 2023 was for the forgiveness of a note principal and related accrued interest.

 

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Interest Expense, Related Parties

 

Interest expense increased by $25,143, or 54%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, primarily due to increased borrowing from USMC.

 

Liquidity and Capital Resources

 

As of August 31, 2024, we had cash on hand of $31,246 and a working capital deficiency of $768,464, as compared to cash on hand of $5,572 and a working capital deficiency of $1,493,349 as of November 30, 2023. The decrease in working capital deficiency is primarily a result of an increase in cash of $25,674, an increase in accounts receivable of $74,244, a decrease in accounts payable and accrued expenses of $286,977, a decrease in interest expense related parties of $60,908, and a decrease in settlement liability of $618,000 (financed by a long-term convertible note payable), offset by $373,400 increase in the line of credit with USMC.

 

The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2024, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded and currently plans to continue funding these losses from lines of credit with USMC and the sale of equity and debt.

 

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including the funding from USMC in connection with the March 7, 2024 line of credit will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

 

Going Concern

 

The unaudited condensed consolidated financial statements contained in this Quarterly Report have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through August 31, 2024 of $63,839,678, negative cash flows from operating activities of $1,957,010 for the nine months ended August 31, 2024 and a working capital deficiency of $768,464 as of August 31, 2024. During the nine months ended August 31, 2024, the Company received net cash proceeds of $1,991,400 from USMC. If the Company does not generate additional revenue and obtain equity and debt financing from USMC or other third parties, it will not have sufficient cash to meet its obligations for the next twelve months, following the date of this Quarterly Report. There currently are no other arrangements or agreements for financing, and there can be no assurances that any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this Quarterly Report. The condensed consolidated financial statements in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

Working Capital Deficiency

 

   August 31, 2024   November 30, 2023 
Current assets  $132,223   $21,006 
Current liabilities   900,687    1,514,355 
Working capital deficiency  $(768,464)  $(1,493,349)

 

The increase in current assets as of August 31, 2024, is primarily due to the increase in cash of $25,674 and accounts receivable of $74,244. The decrease in current liabilities is primarily a result of a decrease in accounts payable and accrued expenses of $286,977, a decrease in interest payable related party of $60,908, and a decrease settlement liability of $618,000, offset partially by an increase in borrowing under the line of credit of $373,400.

 

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Cash Flows

 

   Nine Months Ended 
   August 31, 2024   August 31, 2023 
Net cash used in operating activities  $(1,957,010)  $(900,536)
Net cash used in investing activities   -    (126,536)
Net cash provided by financing activities   1,982,684    1,109,983 
Increase in cash  $25,674   $82,911 

 

Operating Activities

 

Net cash used in operating activities was $1,957,010 for the nine months ended August 31, 2024, primarily due to a net loss of $1,085,287, an increase in accounts receivable of $74,244, a decrease in accounts payable and accrued expenses of $174,126, a decrease in interest payable related party of $43,673, and a decrease in settlement liability of $618,000, partially offset by stock-based compensation of $16,573, stock issued for services of $32,000, and non-cash directors’ compensation of $18,000. Net cash used in operating activities was $900,536 for the nine months ended August 31, 2023, primarily due to a net loss of $8,002,041, an increase in accounts receivable of $100,270, a decrease in settlement liability of $125,000, gain on debt forgiveness of $35,399, and gain on settlement of $275,000, partially offset by an increase in accounts payable and accrued expenses of $304,706, stock-based compensation of $7,328,400, and non-cash directors’ compensation of $13,000.

 

Investing Activities

 

There were no investing activities in the nine months ended August 31, 2024. Investing activities of $126,536 in the nine months ended August 31, 2023 were for the Company’s pilot plant.

 

Financing Activities

 

For the nine months ended August 31, 2024, net cash provided by financing activities was $1,982,684, consisting of a $1,373,400 increase in the line of credit from USMC and $618,000 as an initial advance on a convertible note from USMC, offset by a $8,716 partial payment on a loan from the Chief Executive Officer of the Company. For the nine months ended August 31, 2023, net cash provided by financing activities was $1,109,983, consisting of an $898,935 advance to the Company from USMC that was later converted to a note and a $231,048 increase in the line of credit from USMC, offset by a $20,000 partial payment on a loan from the Chief Executive Officer of the Company.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies and Procedures

 

Our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as filed with the SEC on February 28, 2024.

 

Recently Adopted Accounting Pronouncements

 

Our recently adopted accounting pronouncements are more fully described in Note 3 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

 

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.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

 

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective as of August 31, 2024 due to the material weaknesses in internal control over financial reporting described below.

 

Material Weaknesses in Internal Control over Financial Reporting

 

A material weakness, as defined in the standards established by Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

 

The Company has determined that its internal control over financial reporting was ineffective due to the following material weaknesses:

 

Inadequate segregation of duties consistent with control objectives;
Insufficient formal policies and procedures; and
Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.

 

Management’s Plan to Remediate the Material Weakness

 

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

 

Continue to establish appropriate segregation of duties to achieve internal control objectives; and
Continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.

 

We engaged a third-party financial operations consulting firm to assist with the preparation of SEC reporting through the period ended August 31, 2023.

 

Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

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 August 31, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

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

 

Except as set forth below there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company

 

On each of June 20, 2024, July 19, 2024, and August 19, 2024, 16,667 shares were issued to a consultant pursuant to a consulting agreement for services provided to the Company.

 

The above issuance did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended August 31, 2024, no director, officer or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

 

ITEM 6. EXHIBITS

 

Exhibit

Number

  Description
31.1*   Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
31.2*   Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
32.1*   Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
32.2*   Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
101.INS   Inline XBRL Instance 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 Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

36

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

PUREBASE CORPORATION

 

By:  /s/ A. Scott Dockter  
  A. Scott Dockter  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: October 15, 2024  

 

By:  /s/ Stephen Gillings  
  Stephen Gillings  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
Date: October 15, 2024  

 

37

 

 

 

Exhibit 31.1

 

PUREBASE CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, A. Scott Dockter, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of PureBase Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
   
  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ A. Scott Dockter  
  A. Scott Dockter  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: October 15, 2024  

 

 

 

 

Exhibit 31.2

 

PUREBASE CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Stephen Gillings, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of PureBase Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
   
  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ Stephen Gillings  
  Stephen Gillings  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
  Date: October 15, 2024  

 

 

 

 

Exhibit 32.1

 

PUREBASE CORPORATION

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report on Form 10-Q of PureBase Corporation as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the registrant.

 

By: /s/ A. Scott Dockter  
  A. Scott Dockter  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
Date: October 15, 2024  

 

 

 

 

Exhibit 32.2

 

PUREBASE CORPORATION

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report on Form 10-Q of PureBase Corporation as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the registrant.

 

By: /s/ Stephen Gillings  
  Stephen Gillings  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
Date: October 15, 2024  

 

 
v3.24.3
Cover - shares
9 Months Ended
Aug. 31, 2024
Oct. 15, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Aug. 31, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --11-30  
Entity File Number 000-55517  
Entity Registrant Name PUREBASE CORPORATION  
Entity Central Index Key 0001575858  
Entity Tax Identification Number 27-2060863  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 8631 State Highway 124  
Entity Address, City or Town Ione  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 95640  
City Area Code (209)  
Local Phone Number 274-9143  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   250,413,997
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Aug. 31, 2024
Nov. 30, 2023
Current Assets:    
Cash and cash equivalents $ 31,246 $ 5,572
Accounts receivable 74,244
Prepaid expenses and other assets 16,783 15,434
Right of use asset 9,950
Total Current Assets 132,223 21,006
Property and equipment, net 749,589 750,716
Right of use asset 39,799
Total Assets 881,812 811,521
Current Liabilities:    
Accounts payable and accrued expenses 74,036 361,013
Interest payable, related party 59,103 120,011
Settlement liability 618,000
Line of credit 720,135 346,735
Lease liability 10,413 40,880
Note payable to officer 8,716
Convertible notes payable, related party 37,000 19,000
Total Current Liabilities 900,687 1,514,355
Interest payable, related party, net of current portion 17,235
Convertible notes payable; related party, net of current portion 618,000 1,525,676
Total Liabilities 1,535,922 3,040,031
Commitments and Contingencies (Note 9)
Stockholders’ Deficit:    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at August 31, 2024 and November 30, 2023
Common stock, $0.001 par value; 520,000,000 shares authorized; 250,397,330 and 230,863,005 shares issued and outstanding, at August 31, 2024 and November 30, 2023, respectively 250,397 230,863
Additional paid in capital 62,935,171 60,271,605
Accumulated deficit (63,839,678) (62,730,978)
Total Stockholders’ Deficit (654,110) (2,228,510)
Total Liabilities and Stockholders’ Deficit $ 881,812 $ 811,521
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 31, 2024
Nov. 30, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 520,000,000 520,000,000
Common stock, shares issued 250,397,330 230,863,005
Common stock, shares outstanding 250,397,330 230,863,005
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Income Statement [Abstract]        
Revenue, net $ 204,314 $ 207,243 $ 310,036 $ 325,875
Cost of goods sold 47,178 44,080 80,253 93,149
Gross margin 157,136 163,163 229,783 232,726
Operating expenses        
Selling, general and administrative 406,379 288,487 1,248,141 1,168,142
Stock based compensation 4,191 2,000 16,573 7,328,400
Total operating expenses 410,570 290,487 1,264,714 8,496,542
Loss from operations (253,434) (127,324) (1,034,931) (8,263,816)
Other income (expense)        
Other income 310,401
Interest expense related party $ (23,404) $ (24,702) $ (71,369) $ (46,226)
Interest Expense, Operating and Nonoperating, Related Party [Extensible Enumeration] Related Party [Member] Related Party [Member] Related Party [Member] Related Party [Member]
Total other income (expense), net $ (23,404) $ (24,702) $ (71,369) $ 264,175
Loss before provision for income taxes (276,838) (152,026) (1,106,300) (7,999,641)
Provision for income taxes 2,400 2,400
Net loss $ (276,838) $ (152,026) $ (1,108,700) $ (8,002,041)
Loss per share - basic $ (0.00) $ (0.00) $ (0.00) $ (0.03)
Loss per share - diluted $ (0.00) $ (0.00) $ (0.00) $ (0.03)
Weighted average number of common shares outstanding - basic 250,370,337 231,171,483 243,684,800 230,687,604
Weighted average number of common shares outstanding - diluted 250,370,337 231,171,483 243,684,800 230,687,604
v3.24.3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Nov. 30, 2022 $ 230,753 $ 52,840,436 $ (53,643,649) $ (572,460)
Balance, shares at Nov. 30, 2022 230,753,005      
Stock based compensation – options 5,485,013 5,485,013
Settlement shares surrendered $ (300) 300
Settlement shares surrendered, shares   (300,000)      
Net loss (5,830,799) (5,830,799)
Balance at Feb. 28, 2023 $ 230,453 58,325,749 (59,474,448) (918,246)
Balance, shares at Feb. 28, 2023 230,453,005      
Balance at Nov. 30, 2022 $ 230,753 52,840,436 (53,643,649) (572,460)
Balance, shares at Nov. 30, 2022 230,753,005      
Net loss         (8,002,041)
Balance at Aug. 31, 2023 $ 230,863 60,204,728 (61,645,690) (1,210,099)
Balance, shares at Aug. 31, 2023 230,863,005      
Balance at Feb. 28, 2023 $ 230,453 58,325,749 (59,474,448) (918,246)
Balance, shares at Feb. 28, 2023 230,453,005      
Stock based compensation – options 1,841,389 1,841,389
Net loss (2,019,216) (2,019,216)
Conversion of board of director accrued debt $ 310 35,690 36,000
Conversion of board of director accrued debt, shares   310,000      
Balance at May. 31, 2023 $ 230,763 60,202,828 (61,493,664) (1,060,073)
Balance, shares at May. 31, 2023 230,763,005      
Stock based compensation – options $ 100 1,900 2,000
Net loss (152,026) (152,026)
Balance at Aug. 31, 2023 $ 230,863 60,204,728 (61,645,690) (1,210,099)
Balance, shares at Aug. 31, 2023 230,863,005      
Balance at Nov. 30, 2023 $ 230,863 60,271,605 (62,730,978) (2,228,510)
Balance, shares at Nov. 30, 2023 230,863,005      
Stock based compensation – options 4,191 4,191
Net loss (490,972) (490,972)
Shares issued for services $ 300 23,700 24,000
Shares issued for services, shares   300,000      
Convertible debt converted into common stock, related party $ 8,878 1,604,009 1,612,887
Convertible debt converted into common stock, related party, shares   8,877,923      
Balance at Feb. 29, 2024 $ 240,041 61,903,505 (63,221,950) (1,078,404)
Balance, shares at Feb. 29, 2024 240,040,928      
Balance at Nov. 30, 2023 $ 230,863 60,271,605 (62,730,978) (2,228,510)
Balance, shares at Nov. 30, 2023 230,863,005      
Net loss         (1,108,700)
Balance at Aug. 31, 2024 $ 250,397 62,935,171 (63,839,678) (654,110)
Balance, shares at Aug. 31, 2024 250,397,330      
Balance at Feb. 29, 2024 $ 240,041 61,903,505 (63,221,950) (1,078,404)
Balance, shares at Feb. 29, 2024 240,040,928      
Stock based compensation – options 4,191 4,191
Net loss (340,890) (340,890)
Stock based compensation - shares, shares   100,000      
Shares issued for services $ 50 3,950 4,000
Shares issued for services, shares   50,001      
Convertible debt converted into common stock, related party $ 10,256 1,015,384 1,025,640
Convertible debt converted into common stock, related party, shares   10,256,400      
Balance at May. 31, 2024 $ 250,347 62,927,030 (63,562,840) (385,463)
Balance, shares at May. 31, 2024 250,347,329      
Stock based compensation – options 4,191 4,191
Net loss (276,838) (276,838)
Shares issued for services $ 50 3,950 4,000
Shares issued for services, shares   50,001      
Balance at Aug. 31, 2024 $ 250,397 $ 62,935,171 $ (63,839,678) $ (654,110)
Balance, shares at Aug. 31, 2024 250,397,330      
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Cash Flows Operating Activities:    
Net loss $ (1,108,700) $ (8,002,041)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock based compensation 16,573 7,328,400
Stock issued for services 32,000
Director compensation accrued as convertible debt 18,000 13,000
Depreciation 1,127
Gain on debt forgiveness (35,399)
Gain on settlement (275,000)
Right of use asset and liability, net (618) 872
Changes in operating assets and liabilities:    
Accounts receivable (74,244) (100,270)
Prepaid expenses and other assets (5,349) (9,804)
Accounts payable and accrued expenses (174,126) 304,706
Settlement liability (618,000) (125,000)
Interest payable, related party (43,673)
Net Cash Used In Operating Activities (1,957,010) (900,536)
Cash Flows Investing Activities:    
Purchase of property and equipment (126,536)
Net Cash Used In Investing Activities (126,536)
Cash Flows Financing Activities:    
Advances from related party for convertible note 618,000 898,935
Proceeds from line of credit 1,373,400 231,048
Payments on notes payable to officer (8,716) (20,000)
Net Cash Provided By Financing Activities 1,982,684 1,109,983
Net Increase In Cash and Cash Equivalents 25,674 82,911
Cash and Cash Equivalents - Beginning of Period 5,572 19,055
Cash and Cash Equivalents – End of Period 31,246 101,966
Supplemental Cash Flow Information:    
Interest paid
Income taxes paid 2,400 2,400
Noncash operating and financing activities:    
Forgiveness of accounts payable due to USMC (15,853)
Vendors paid on behalf of the Company by USMC 8,320
Expenses paid on behalf of the Company by USMC 36,893 7,533
Convertible debt and accrued interest converted to common stock, related party 2,638,527
Director compensation - accrued as convertible debt converted to common stock $ 18,000 $ 36,000
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2024
May 31, 2024
Feb. 29, 2024
Aug. 31, 2023
May 31, 2023
Feb. 28, 2023
Aug. 31, 2024
Aug. 31, 2023
Pay vs Performance Disclosure [Table]                
Net Income (Loss) $ (276,838) $ (340,890) $ (490,972) $ (152,026) $ (2,019,216) $ (5,830,799) $ (1,108,700) $ (8,002,041)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Aug. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
ORGANIZATION AND BUSINESS OPERATIONS
9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Corporate Overview

 

PureBase Corporation (“PureBase” or the “Company”) was incorporated in the State of Nevada on March 2, 2010. The Company is an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States through its two subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”), and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“PureBase AM”), respectively.

 

The Company’s headquarters is in Ione, California.

 

Agricultural Sector

 

The Company develops specialized sun protectants. The Company has developed and will seek to develop additional products derived from mineralized materials of kaolin clay.

 

Construction Sector

 

The Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company is developing an SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction materials sector.

 

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial minerals. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also officers, directors, and owners of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by US Mine, LLC. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also owners of US Mine, LLC.

 

 

v3.24.3
GOING CONCERN AND LIQUIDITY
9 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN AND LIQUIDITY

NOTE 2 – GOING CONCERN AND LIQUIDITY

 

The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2024, the Company had a significant accumulated deficit of $63,839,678 and a working capital deficit of $768,464. For the nine months ended August 31, 2024, the Company had a loss from operations of $1,108,700 and negative cash flows from operations of $1,957,010. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2024. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded and plans to continue funding these losses primarily with additional infusions of cash from advances from USMC and the sale of equity and convertible notes. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

 

The Company’s plan, through the continued promotion of its products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company issued a promissory note to USMC on February 8, 2024 and received a new line of credit from USMC on March 7, 2024, and is currently exploring several other options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities to USMC and other third parties.

 

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in the form of a line of credit up to $1,000,000, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

 

On February 8, 2024, the Company issued a two-year $618,000 unsecured convertible note to USMC for the payment of the plaintiff’s attorney fees for the settlement of the Calvanico lawsuit (see Note 6). The note bears interest at 8% per annum and any outstanding principal and accrued interest are convertible into shares of the Company’s common stock at a conversion price of $0.08 per share at the sole discretion of the noteholder. As of the date hereof, there have been $618,000 in advances from USMC under the note.

 

On March 7, 2024, the Company entered into a $1,000,000 line of credit agreement with USMC, pursuant to a grid note issued in connection with the line of credit. The note bears interest at 8% per annum and any outstanding principal and accrued interest are convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the line of credit. Currently, there are no other arrangements or agreements for financing with USMC and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease its operations completely.

 

 

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2023, in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. The results of the nine months ended August 31, 2024, (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2024.

 

Principles of Consolidation

 

These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries PureBase AG and PureBase AM. Intercompany accounts and transactions have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected.

 

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.

 

Revenue

 

The Company accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of control to the customer.

 

 

Practical Expedients

 

As part of ASC Topic 606, the Company has adopted practical expedients including:

 

  Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
  Unsatisfied and Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period.
  Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
  Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value provided to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice.

 

Disaggregated Revenue

 

Revenue consists of the following by product offering for the nine months ended August 31, 2024:

 

SCHEDULE OF DISAGGREGATED REVENUE 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

  

SulFe Hume Si

ADVANTAGE

   Total 
                  
$95,374   $214,662   $-   $310,036 

 

Revenue consists of the following by product offering for the nine months ended August 31, 2023:

 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

   SulFe Hume Si ADVANTAGE   Total 
                  
$66,825   $207,570   $51,480   $325,875 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of August 31, 2024 and November 30, 2023.

 

Accounts Receivable

 

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of August 31, 2024 and November 30, 2023, the Company has determined that no allowance for credit losses was necessary.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

 

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT 

Equipment 3-5 years
Autos and trucks 5 years
SCM plants 30 years

 

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $547,907 in property and equipment that it acquired on May 1, 2020. As of August 31, 2024, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company has $202,809 in costs for its pilot plant which has begun manufacturing sample quantities of the Company’s SCM product for testing by third-parties. The Company has begun recording depreciation related to the pilot plant. The Company also has $67,164 in other fixed assets which are fully depreciated.

 

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2024 and 2023.

 

Shipping and Handling

 

The Company incurs shipping and handling costs which are charged back to the customer. There were no net amounts incurred or included in general and administrative expenses for the three and nine months ended August 31, 2024 and 2023.

 

Advertising and Marketing Costs

 

The Company expenses advertising and marketing costs as incurred and such costs are recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Advertising and marketing expenses were $5,311 and $651 for the three months ended August 31, 2024 and 2023, respectively. Advertising and marketing expenses were $19,761 and $3,294 for the nine months ended August 31, 2024 and 2023, respectively.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value Measurements

 

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
   
Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
   
Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Fair Value of Financial Instruments

 

The carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.

 

Loss Per Common Share

 

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and nine months ended August 31, 2024 and 2023. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and nine months ended August 31, 2024 and 2023.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss even though the exercise price could be less than the average market price of the common stock:

 

SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE 

   Three Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

   Nine Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

Stock-Based Compensation

 

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the accompanying condensed consolidated statements of operations.

 

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

 

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options as noted above.

 

Leases

 

With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The Company leases its corporate offices. The lease is classified as an operating lease. The Company is a party to a two-year lease with USMC for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 7). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month, with automatic one-month renewals. The remaining weighted average term is 0.20 years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

 

In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the condensed consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact on the accompanying unaudited condensed consolidated financial statements and related disclosures.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

 

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the condensed consolidated statements of operations.

 

Exploration Stage

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of August 31, 2024, the Company was not engaged in any mine exploration.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Mineral Rights

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.

 

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. As of August 31, 2024 and November 30, 2023, the Company did not have any capitalized mineral rights.

 

Recent Accounting Pronouncements

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2024 and for interim reporting periods thereafter. The Chief Executive Officer is the CODM of the Company. The Company views its operations and manages its business as one operating segment.

 

v3.24.3
MINING RIGHTS
9 Months Ended
Aug. 31, 2024
Extractive Industries [Abstract]  
MINING RIGHTS

NOTE 4 – MINING RIGHTS

 

Snow White Mine located in San Bernardino County, CA – Deposit

 

On November 28, 2014, US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. On December 1, 2014, USMC assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement provides for the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and Bureau of Land Management. An initial deposit of $50,000 was paid to the Company and held in escrow and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to the closing of the sale from US Mining and Minerals Corporation to the Company. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property interest and mining claims on or about October 15, 2015. Mr. Bremer agreed to transfer title to the Company upon payment of $575,000 plus expenses to Mr. Bremer, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company, which is paid by USMC on behalf of the Company.

 

 

NOTE 4 – MINING RIGHTS (CONTINUED)

 

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust (the “Trust”), pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”) from the Trust. The Purchase Price plus 5% interest is payable in cash at closing. On April 14, 2022, the agreement was amended to extend the closing date to April 14, 2023. On April 7, 2023, the agreement was amended to extend the closing date to April 1, 2024. On July 12, 2024 the agreement was amended to extend the closing date to July 12, 2026.

 

v3.24.3
PROPERTY AND EQUIPMENT
9 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following at:

 

SCHEDULE OF PROPERTY AND EQUIPMENT 

   August 31, 2024   November 30, 2023 
         
Furniture and equipment  $6,952   $6,952 
Machinery and equipment   35,151    35,151 
Automobiles and trucks   25,061    25,061 
Pilot plant   202,809    130,716 
Construction in process   547,907    620,000 
Property and equipment, gross   817,880    817,880 
Less: accumulated depreciation   (68,291)   (67,164)
Property and equipment, net  $749,589   $750,716 

 

There was $1,127 and $0 depreciation expense for the three months ended August 31, 2024 and 2023, respectively. There was $1,127 and $0 depreciation expense for the nine months ended August 31, 2024 and 2023, respectively.

 

v3.24.3
NOTES PAYABLE
9 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

 

Bayshore Capital Advisors, LLC

 

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,401 of accrued and unpaid interest, which was recorded in Other income on the Statement of Operations. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0 and $255, respectively. There was no interest expense for the three months ended August 31, 2024 and 2023.

 

A. Scott Dockter – Chief Executive Officer

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the nine months ended August 31, 2024, the Company made payments totaling $8,716 towards the outstanding balance of the note. Total interest expense on the note was $198 and $768 for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0 and $8,716 as of August 31, 2024, and November 30, 2023, respectively. There was $42,263 and $42,065 of accrued interest as of August 31, 2024, and November 30, 2023, respectively.

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

Convertible Promissory Notes – USMC

 

August 30, 2022

 

On August 30, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $470,862 to USMC, with a maturity date of August 30, 2024 (“Tranche #7”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #7 was $0 and $5,805 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #7 was $3,999 and $17,673 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $470,862 and accrued interest through January 31, 2024 of $33,476 were converted into 1,293,175 shares of the Company’s common stock.

 

November 29, 2022

 

On November 29, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $140,027 to USMC, with a maturity date of August 30, 2024 (“Tranche #8”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #8 was $0 and $1,803 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #8 was $1,189 and $5,256 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $140,027 and accrued interest through January 31, 2024 of $8,210 were converted into 380,095 shares of the Company’s common stock.

 

February 28, 2023

 

On February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $308,320 to USMC, with a maturity date of February 28, 2025 (“Tranche #9”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #9 was $0 and $3,970 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #9 was $2,619 and $7,771 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $308,320 and accrued interest through January 31, 2024 of $14,233 were converted into 827,060 shares of the Company’s common stock.

 

May 31, 2023

 

On May 31, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $412,533 to USMC, with a maturity date of May 31, 2025 (“Tranche #10”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #10 was $0 and $8,318 for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #10 was $5,606 and $8,318 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $412,533 and accrued interest through January 31, 2024 of $22,152 were converted into 4,346,855 shares of the Company’s common stock.

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

June 30, 2023

 

On June 30, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $193,935 to USMC, with a maturity date of June 30, 2025 (“Tranche #11”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #11 was $0 and $2,635 for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #11 was $2,635 and $2,635 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $193,935 and accrued interest through January 31, 2024 of $9,139 were converted into 2,030,738 shares of the Company’s common stock.

 

February 8, 2024

 

On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three and nine months ended August 31, 2024 was $10,506 and $17,235, respectively. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.08 per share.

 

Lines of Credit –USMC

 

July 10, 2023

 

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provided for the issuance of up to an aggregate of $1,000,000 from USMC under an unsecured convertible grid promissory note (See Note 12) until July 2024. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of May 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0 and $18,856 for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

 

March 7, 2024

 

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558 and $16,840 respectively.

 

 

NOTE 6 – NOTES PAYABLE (CONTINUED)

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the “Guzy Director Agreement”) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew (the “Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will be converted into the Company’s common stock at a price per share equal to the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted average price (“VWAP”) of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Mr. Guzy converted $24,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share and 150,000 shares of common stock at $0.08 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were no cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Dr. Kurtis converted $12,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $25,000 is owed to Dr. Kurtis.

 

On September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto (“the Barto Agreement”) pursuant to which Mr. Barto will serve as a director. Mr. Barto will be notified within 30 days before the end of the twelve months whether his contract will be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date Mr. Barto is on the board. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Mr. Barto under the Barto Director Agreement were deferred and debt in the amount of $12,000 is owed to Mr. Barto.

 

 

v3.24.3
LEASES
9 Months Ended
Aug. 31, 2024
Leases  
LEASES

NOTE 7 – LEASES

 

The following table presents net lease cost and other supplemental lease information:

 

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION 

  

Nine Months Ended

August 31, 2024

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $30,467 
Current leases – right of use assets  $9,950 
Current liabilities – operating lease liabilities  $10,413 

 

  

Nine Months Ended

August 31, 2023

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $28,978 
Non-current liabilities – right of use assets  $49,749 
Current liabilities – operating lease liabilities  $40,371 
Non-current liabilities – operating lease liabilities  $10,413 

 

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2024:

 

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

Fiscal Year  Operating Leases 
Remainder of 2024  $10,500 
Amount representing interest   (87)
Present value of net future minimum lease payments  $10,413 

 

 

v3.24.3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
9 Months Ended
Aug. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following amounts as of:

 

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 

   August 31, 2024   November 30, 2023 
         
Accounts payable  $16,182   $314,502 
Accrued compensation   34,441    39,080 
Miscellaneous accrued expenses   23,413    - 
Accrued consultants   -    7,431 
Accounts payable and accrued expenses  $74,036   $361,013 

 

v3.24.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Office and Rental Property Leases

 

The Company is leasing office space from USMC, which is owned by the Company’s majority stockholders and directors, A. Scott Dockter and John Bremer (See Note 12).

 

Mineral Properties

 

The Company’s mineral rights require various annual lease payments (See Note 4).

 

Legal Matters

 

On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believed Calvanico was owed nothing because it took the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by the Company and because Calvanico never exercised his stock options. The Company and Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico’s breach of contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico’s employment agreement with the Company. At a July 18, 2023, teleconference regarding a determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico’s brief in support of attorney fees was due and timely filed on August 15, 2023. The Company’s brief in opposition was due and timely filed on September 19, 2023. Calvanico’s reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay $618,000 in six equal monthly payments of $103,000 with the first payment made February 8, 2024. $618,000 in payments have been made as of August 31, 2024.

 

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleged breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint sought damages of approximately $400,000 and, although the Company vigorously defended such claims and believed that there was little to no risk of liability, it accrued $400,000 for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter was fully settled and was thus dismissed by the Court on May 2, 2023, and the Company paid Superior Soils $125,000. The settlement resulted in $275,000 other income in the period ended May 31, 2023 as $400,000 had been accrued previously.

 

Contractual Matters

 

On November 1, 2013, the Company entered into an agreement with USMC, in which USMC provides various technical evaluations and mine development services for the Company regarding the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC.

 

On October 12, 2018, the Company entered into a material supply agreement with USMC, pursuant to which USMC provides designated natural resources to the Company at predetermined prices (See Note 12).

 

v3.24.3
STOCKHOLDERS’ EQUITY
9 Months Ended
Aug. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

Note 10 - STOCKHOLDERS’ EQUITY

 

On February 27, 2023, 300,000 shares of the Company’s common stock were surrendered to the Company in a settlement agreement.

 

On January 31, 2024, the Company issued 8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal and $87,211 in interest accrued through January 31, 2024.

 

On February 23, 2024, the board of directors authorized the immediate issuance of 300,000 shares of common stock and the issuance of 16,667 shares of common stock monthly from March 2024 through January 2025 and 16,663 shares of common stock in February 2025 pursuant to a consulting agreement. 400,002 shares of common stock have been issued as of August 31, 2024.

 

On March 31, 2024, the Company issued 10,256,400 shares of common stock to USMC in exchange for $1,000,000 of the July 10, 2023 line of credit and $25,640 in interest accrued through March 31, 2024.

 

v3.24.3
STOCK-BASED COMPENSATION
9 Months Ended
Aug. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

Note 11 – STOCK-BASED COMPENSATION

 

The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.

 

2017 Equity Incentive Plan

 

On November 10, 2017, the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved ten million shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of August 31, 2024, options to purchase an aggregate of 4,468,787 shares of common stock have been granted under the Option Plan. 200,000 options have expired as of August 31, 2024.

 

 

Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

 

The Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment agreements with certain employees prior to the adoption of the Option Plan.

 

On April 8, 2023, the Company granted a director an option to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $26,623. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

On August 10, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $17,987. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

On September 13, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $16,267. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

 

On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.09 per share and a fair value of $16,762. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

 

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS 

Grant Date  Number of Options   Stock Price   Exercise Price   Expected Volatility   Risk-free Interest Rate   Dividend Rate   Expected Term  Fair Value 
04/08/2023   350,000   $0.08   $0.10    202.26%   3.72%   0.00%  3.50 years  $26,623 
08/10/2023   200,000   $0.10   $0.15    201.69%   4.47%   0.00%  3.50 years  $17,987 
09/13/2023   200,000   $0.10   $0.15    198.67%   4.64%   0.00%  3.50 years  $16,267 
12/13/2023   200,000   $0.09   $0.09    206.88%   4.18%   0.00%  3.00 years  $16,762 

 

The Company granted options to purchase an aggregate of 200,000 shares of common stock during the nine months ended August 31, 2024, and granted options to purchase an aggregate of 550,000 shares of common stock during the nine months ended August 31, 2023.

 

The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2024 was $0. The weighted average non-vested grant date fair value of non-vested options during the nine months ended August 31, 2024 was $16,762.

 

 

Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

 

Compensation based stock option activity for qualified and unqualified stock options is summarized as follows:

 

SCHEDULE OF STOCK OPTION ACTIVITY 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Outstanding at November 30, 2022   128,688,187   $0.53 
Granted   -    - 
Exercised   -    - 
Expired or cancelled   -    - 
Outstanding at August 31, 2023   128,688,187   $0.53 
           
Outstanding at November 30, 2023   129,438,187   $0.53 
Granted   200,000    0.09 
Exercised   -    - 
Expired or cancelled   (200,000)   0.099 
Outstanding at August 31, 2024   129,438,187   $0.53 

 

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2024:

 

SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE 

        Weighted-   Weighted-     
        Average   Average     
Exercise   Outstanding   Remaining Life   Exercise   Number 
Price   Options   In Years   Price   Exercisable 
                  
$0.09    200,000    3.54   $0.09    - 
 0.099    200,000    0.42    0.099    200,000 
 0.10    995,000    2.19    0.10    995,000 
 0.12    50,000    4.32    0.12    50,000 
 0.15    400,000    4.24    0.15    400,000 
 0.24    2,223,787    2.91    0.24    2,223,787 
 0.36    200,000    2.20    0.36    200,000 
 0.38    116,000,000    4.34    0.38    116,000,000 
 2.50    8,669,400    3.01    2.50    8,669,400 
 3.00    500,000    1.75    3.00    500,000 
      129,438,187    4.18   $0.53    129,238,187 

 

The compensation expense attributed to the issuance of the options is recognized as vested options.

 

The stock options granted are exercisable over various terms from three to ten years from the grant date and vest over various terms from the grant date to five years.

 

Total compensation expense related to the options was $16,573 and $7,328,400 for the nine months ended August 31, 2024 and 2023, respectively. As of August 31, 2024, there was $4,189 compensation cost related to non-vested stock options.

 

As of August 31, 2024, the aggregate intrinsic value of the total outstanding and exercisable options was $0, which was based on an estimated fair value of the Company’s common stock of $0.045 as of such date and which represents the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.

 

 

v3.24.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Aug. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 12 – RELATED PARTY TRANSACTIONS

 

Bayshore Capital Advisors, LLC

 

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closed bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,401 of accrued and unpaid interest. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0 and $255, respectively. There was no interest expense for the three months ended August 31, 2024 and 2023.

 

US Mine Corporation

 

The Company entered into a contract mining agreement with USMC, a company which A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, each own 33%, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the nine months ended August 31, 2024 and 2023, the Company made $68,801 and $81,444 purchases from USMC, respectively. Technical evaluations of $2,957 and $1,351 were rendered by USMC for the nine months ended August 31, 2024 and 2023, respectively. All purchases have been paid or will be paid by the Company to USMC.

 

In addition, during the nine months ended August 31, 2024 and 2023, USMC paid $36,893 and $15,853, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company. All expenses paid by USMC on behalf of the Company were paid by the Company to USMC. The Company had a balance due to USMC of $33,701 and $0 on August 31, 2024 and November 30, 2023, respectively.

 

During the nine months ended August 31, 2024 and 2023, USMC made cash advances to the Company of $1,991,400 and $1,125,000, respectively, which are recorded as part of due to affiliates and convertible notes payable, related party on the Company’s condensed consolidated balance sheets.

 

USMC Notes

 

The Company has entered into various securities purchase agreements with USMC pursuant to which USMC may purchase the Company’s unsecured convertible promissory notes (See Note 6). The outstanding balance on the convertible notes due to USMC was $618,000 and $1,525,676 on August 31, 2024 and November 30, 2023, respectively. Interest expense on the convertible notes due to USMC totaled $10,506 and $22,790 for the three months ended August 31, 2024 and 2023, respectively. Interest expense on the convertible notes due to USMC totaled $33,284 and $41,654 for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the Company issued 8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal and $87,211 in interest accrued through January 31, 2024. On February 8, 2024, the Company issued an unsecured convertible promissory note for $618,000, of which $103,000 was funded on that date, $103,000 was funded March 1, 2024, $103,000 was funded April 1, 2024, $103,000 was funded May 1, 2024, $103,000 was funded July 1, 2024, and $103,000 was funded August 1, 2024 (see Note 6).

 

USMC Lines of Credit

 

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provided for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024 (See Note 6). The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of August 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0 and $18,856 for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $720,135 in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558 and $16,840, respectively.

 

USMC Mining Agreements

 

On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. The Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC will adjust the cost to the Company to conform to the more favorable terms. The initial term of the Supply Agreement was three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. For the three months ended August 31, 2024 and 2023, the Company purchased $42,626 and $47,080, respectively, under the Supply Agreement. For the nine months ended August 31, 2024 and 2023, the Company purchased $68,801 and $81,444, respectively, under the Supply Agreement. Since April 22, 2020, the Company has purchased $570,063 of materials under the Supply Agreement.

 

US Mine LLC

 

On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to one hundred million of certain raw clay materials. The Materials Extraction Agreement is effective until one hundred million tons of material are extracted. As compensation for the right, the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner will be subject to 15% interest per annum compounded monthly.

 

On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement (the “Amendment”). Pursuant to the Amendment, as further amended on June 17, 2022, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. For the three and nine months ended August 31, 2023, the Company expensed $0 and $7,326,402, respectively, in stock-based compensation expense related to the issuance of the option on October 16, 2021, to US Mine LLC under the Amendment.

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

Transactions with Officers

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the nine months ended August 31, 2024 and 2023, the Company paid $8,716 and $20,000, respectively, towards the outstanding balance of the note. Total interest expense on the note was $16 and $156 for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on the note was $198 and $768 for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0 and $8,716 as of August 31, 2024 and November 30, 2023, respectively. There was $42,263 and $42,065 of accrued interest as of August 31, 2024 and November 30, 2023, respectively.

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into the Guzy Director Agreement (See Note 6) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as 0% debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were no cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into the Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis’ resignation or removal will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $25,000 owed to Dr. Kurtis.

 

On September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto being on the board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $12,000 owed to Mr. Barto.

 

On June 9, 2023, the Company entered into an agreement with Karen Scrivener, an advisory board member, pursuant to which Dr. Scrivener will provide certain strategic advisory services to the Company. As compensation therefor, Dr. Scrivener was issued 100,000 shares of the Company’s common stock on June 9, 2023, at a fair value of $0.08 per share.

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

On February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to which Joe Thomas, an advisory board member, will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued 300,000 shares of the Company’s common stock upon signing the agreement and will be issued 16,667 shares of the Company’s common stock for each thirty-day period completed for eleven months and 16,663 shares of the Company’s common stock for the twelfth month. 400,002 shares have been issued as of August 31, 2024 under such agreement.

 

Leases

 

On October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7). The lease was amended to extend the term for an additional two years to November 1, 2024, and to add an additional 700 square feet of office space for a total monthly rental of $3,500.

 

v3.24.3
CONCENTRATION OF CREDIT RISK
9 Months Ended
Aug. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF CREDIT RISK

NOTE 13 – CONCENTRATION OF CREDIT RISK

 

Cash Deposits

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of August 31, 2024, and November 30, 2023, the Company had no deposits over the FDIC insured limit.

 

Revenues

 

Three customers accounted for 98% of the total revenue for the nine months ended August 31, 2024, as set forth below:

 

SCHEDULE OF CONCENTRATION OF CREDIT RISK 

Customer A   55%
Customer B   31%
Customer C   12%

 

Four customers accounted for 98% of total revenues for the nine months ended August 31, 2023, as set forth below:

 

Customer A     45 %
Customer B     20 %
Customer C     17 %
Customer D     16 %

 

Accounts Receivable

 

One customer accounted for 100% of the accounts receivable as of August 31, 2024.

 

Two customers accounted for 100% of the accounts receivable as of August 31, 2023, as set forth below:

 

Customer A     82 %
Customer B     18 %

 

Vendors

 

One supplier accounted for 100% of purchases during the nine months ended August 31, 2024.

 

Three suppliers accounted for 61% of purchases during the nine months ended August 31, 2023 as set forth below:

 

Vendor A     36 %
Vendor B     15 %
Vendor C     10 %
         

 

v3.24.3
SUBSEQUENT EVENTS
9 Months Ended
Aug. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after August 31, 2024 through the date the condensed consolidated financial statements were filed. During this period the Company did not have any material reportable subsequent events.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2023, in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. The results of the nine months ended August 31, 2024, (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2024.

 

Principles of Consolidation

Principles of Consolidation

 

These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries PureBase AG and PureBase AM. Intercompany accounts and transactions have been eliminated upon consolidation.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected.

 

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.

 

Revenue

Revenue

 

The Company accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of control to the customer.

 

 

Practical Expedients

 

As part of ASC Topic 606, the Company has adopted practical expedients including:

 

  Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
  Unsatisfied and Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period.
  Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
  Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value provided to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice.

 

Disaggregated Revenue

 

Revenue consists of the following by product offering for the nine months ended August 31, 2024:

 

SCHEDULE OF DISAGGREGATED REVENUE 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

  

SulFe Hume Si

ADVANTAGE

   Total 
                  
$95,374   $214,662   $-   $310,036 

 

Revenue consists of the following by product offering for the nine months ended August 31, 2023:

 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

   SulFe Hume Si ADVANTAGE   Total 
                  
$66,825   $207,570   $51,480   $325,875 

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of August 31, 2024 and November 30, 2023.

 

Accounts Receivable

Accounts Receivable

 

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of August 31, 2024 and November 30, 2023, the Company has determined that no allowance for credit losses was necessary.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

 

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT 

Equipment 3-5 years
Autos and trucks 5 years
SCM plants 30 years

 

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $547,907 in property and equipment that it acquired on May 1, 2020. As of August 31, 2024, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company has $202,809 in costs for its pilot plant which has begun manufacturing sample quantities of the Company’s SCM product for testing by third-parties. The Company has begun recording depreciation related to the pilot plant. The Company also has $67,164 in other fixed assets which are fully depreciated.

 

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2024 and 2023.

 

Shipping and Handling

Shipping and Handling

 

The Company incurs shipping and handling costs which are charged back to the customer. There were no net amounts incurred or included in general and administrative expenses for the three and nine months ended August 31, 2024 and 2023.

 

Advertising and Marketing Costs

Advertising and Marketing Costs

 

The Company expenses advertising and marketing costs as incurred and such costs are recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Advertising and marketing expenses were $5,311 and $651 for the three months ended August 31, 2024 and 2023, respectively. Advertising and marketing expenses were $19,761 and $3,294 for the nine months ended August 31, 2024 and 2023, respectively.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value Measurements

Fair Value Measurements

 

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
   
Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
   
Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.

 

Loss Per Common Share

Loss Per Common Share

 

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and nine months ended August 31, 2024 and 2023. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and nine months ended August 31, 2024 and 2023.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss even though the exercise price could be less than the average market price of the common stock:

 

SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE 

   Three Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

   Nine Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the accompanying condensed consolidated statements of operations.

 

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

 

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options as noted above.

 

Leases

Leases

 

With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The Company leases its corporate offices. The lease is classified as an operating lease. The Company is a party to a two-year lease with USMC for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 7). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month, with automatic one-month renewals. The remaining weighted average term is 0.20 years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

 

In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the condensed consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact on the accompanying unaudited condensed consolidated financial statements and related disclosures.

 

Income Taxes

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

 

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the condensed consolidated statements of operations.

 

Exploration Stage

Exploration Stage

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of August 31, 2024, the Company was not engaged in any mine exploration.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Mineral Rights

Mineral Rights

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.

 

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. As of August 31, 2024 and November 30, 2023, the Company did not have any capitalized mineral rights.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2024 and for interim reporting periods thereafter. The Chief Executive Officer is the CODM of the Company. The Company views its operations and manages its business as one operating segment.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF DISAGGREGATED REVENUE

Revenue consists of the following by product offering for the nine months ended August 31, 2024:

 

SCHEDULE OF DISAGGREGATED REVENUE 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

  

SulFe Hume Si

ADVANTAGE

   Total 
                  
$95,374   $214,662   $-   $310,036 

 

Revenue consists of the following by product offering for the nine months ended August 31, 2023:

 

CROP WHITE II  

SHADE

ADVANTAGE

(WP)

   SulFe Hume Si ADVANTAGE   Total 
                  
$66,825   $207,570   $51,480   $325,875 
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT 

Equipment 3-5 years
Autos and trucks 5 years
SCM plants 30 years
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss even though the exercise price could be less than the average market price of the common stock:

 

SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE 

   Three Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 

 

   Nine Months Ended, 
   August 31, 2024   August 31, 2023 
Convertible Notes   17,399,292    6,656,110 
Stock Options   129,438,187    128,688,187 
Total   146,837,479    135,344,297 
v3.24.3
PROPERTY AND EQUIPMENT (Tables)
9 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

 

SCHEDULE OF PROPERTY AND EQUIPMENT 

   August 31, 2024   November 30, 2023 
         
Furniture and equipment  $6,952   $6,952 
Machinery and equipment   35,151    35,151 
Automobiles and trucks   25,061    25,061 
Pilot plant   202,809    130,716 
Construction in process   547,907    620,000 
Property and equipment, gross   817,880    817,880 
Less: accumulated depreciation   (68,291)   (67,164)
Property and equipment, net  $749,589   $750,716 
v3.24.3
LEASES (Tables)
9 Months Ended
Aug. 31, 2024
Leases  
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

The following table presents net lease cost and other supplemental lease information:

 

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION 

  

Nine Months Ended

August 31, 2024

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $30,467 
Current leases – right of use assets  $9,950 
Current liabilities – operating lease liabilities  $10,413 

 

  

Nine Months Ended

August 31, 2023

 
Lease cost     
Operating lease cost (cost resulting from lease payments)  $31,500 
Short term lease cost   - 
Sublease income   - 
Net lease cost  $31,500 
      
Operating lease – operating cash flows (fixed payments)  $31,500 
Operating lease – operating cash flows (liability reduction)  $28,978 
Non-current liabilities – right of use assets  $49,749 
Current liabilities – operating lease liabilities  $40,371 
Non-current liabilities – operating lease liabilities  $10,413 
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2024:

 

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

Fiscal Year  Operating Leases 
Remainder of 2024  $10,500 
Amount representing interest   (87)
Present value of net future minimum lease payments  $10,413 
v3.24.3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
9 Months Ended
Aug. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following amounts as of:

 

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 

   August 31, 2024   November 30, 2023 
         
Accounts payable  $16,182   $314,502 
Accrued compensation   34,441    39,080 
Miscellaneous accrued expenses   23,413    - 
Accrued consultants   -    7,431 
Accounts payable and accrued expenses  $74,036   $361,013 
v3.24.3
STOCK-BASED COMPENSATION (Tables)
9 Months Ended
Aug. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS 

Grant Date  Number of Options   Stock Price   Exercise Price   Expected Volatility   Risk-free Interest Rate   Dividend Rate   Expected Term  Fair Value 
04/08/2023   350,000   $0.08   $0.10    202.26%   3.72%   0.00%  3.50 years  $26,623 
08/10/2023   200,000   $0.10   $0.15    201.69%   4.47%   0.00%  3.50 years  $17,987 
09/13/2023   200,000   $0.10   $0.15    198.67%   4.64%   0.00%  3.50 years  $16,267 
12/13/2023   200,000   $0.09   $0.09    206.88%   4.18%   0.00%  3.00 years  $16,762 
SCHEDULE OF STOCK OPTION ACTIVITY

Compensation based stock option activity for qualified and unqualified stock options is summarized as follows:

 

SCHEDULE OF STOCK OPTION ACTIVITY 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Outstanding at November 30, 2022   128,688,187   $0.53 
Granted   -    - 
Exercised   -    - 
Expired or cancelled   -    - 
Outstanding at August 31, 2023   128,688,187   $0.53 
           
Outstanding at November 30, 2023   129,438,187   $0.53 
Granted   200,000    0.09 
Exercised   -    - 
Expired or cancelled   (200,000)   0.099 
Outstanding at August 31, 2024   129,438,187   $0.53 
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2024:

 

SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE 

        Weighted-   Weighted-     
        Average   Average     
Exercise   Outstanding   Remaining Life   Exercise   Number 
Price   Options   In Years   Price   Exercisable 
                  
$0.09    200,000    3.54   $0.09    - 
 0.099    200,000    0.42    0.099    200,000 
 0.10    995,000    2.19    0.10    995,000 
 0.12    50,000    4.32    0.12    50,000 
 0.15    400,000    4.24    0.15    400,000 
 0.24    2,223,787    2.91    0.24    2,223,787 
 0.36    200,000    2.20    0.36    200,000 
 0.38    116,000,000    4.34    0.38    116,000,000 
 2.50    8,669,400    3.01    2.50    8,669,400 
 3.00    500,000    1.75    3.00    500,000 
      129,438,187    4.18   $0.53    129,238,187 
v3.24.3
CONCENTRATION OF CREDIT RISK (Tables)
9 Months Ended
Aug. 31, 2024
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION OF CREDIT RISK

Three customers accounted for 98% of the total revenue for the nine months ended August 31, 2024, as set forth below:

 

SCHEDULE OF CONCENTRATION OF CREDIT RISK 

Customer A   55%
Customer B   31%
Customer C   12%

 

Four customers accounted for 98% of total revenues for the nine months ended August 31, 2023, as set forth below:

 

Customer A     45 %
Customer B     20 %
Customer C     17 %
Customer D     16 %

 

Accounts Receivable

 

One customer accounted for 100% of the accounts receivable as of August 31, 2024.

 

Two customers accounted for 100% of the accounts receivable as of August 31, 2023, as set forth below:

 

Customer A     82 %
Customer B     18 %

 

Vendors

 

One supplier accounted for 100% of purchases during the nine months ended August 31, 2024.

 

Three suppliers accounted for 61% of purchases during the nine months ended August 31, 2023 as set forth below:

 

Vendor A     36 %
Vendor B     15 %
Vendor C     10 %
         
v3.24.3
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)
9 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Entity incorporation, state or country code NV
Entity incorporation, date of incorporation Mar. 02, 2010
v3.24.3
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2024
May 31, 2024
Feb. 29, 2024
Aug. 31, 2023
May 31, 2023
Feb. 28, 2023
Aug. 31, 2024
Aug. 31, 2023
Mar. 31, 2024
Mar. 07, 2024
Feb. 08, 2024
Nov. 30, 2023
Accumulated deficit $ 63,839,678           $ 63,839,678         $ 62,730,978
Working capital deficit 768,464           768,464          
Loss from operations 276,838 $ 340,890 $ 490,972 $ 152,026 $ 2,019,216 $ 5,830,799 1,108,700 $ 8,002,041        
Cash used in operating activities             1,957,010 $ 900,536        
Common Stock [Member]                        
Loss from operations            
Unsecured Convertible Note [Member] | Common Stock [Member]                        
Outstanding principal and acrued interest                   8.00% 8.00%  
US Mining and Minerals Corp [Member]                        
Debt issued amount                   $ 720,135 $ 618,000  
Conversion price                   $ 0.08 $ 0.08  
US Mining and Minerals Corp [Member] | Unsecured Convertible Promissory Notes [Member]                        
Debt issued amount $ 1,000,000           $ 1,000,000   $ 1,000,000 $ 1,000,000 $ 618,000  
v3.24.3
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Product Information [Line Items]        
Revenue, net $ 204,314 $ 207,243 $ 310,036 $ 325,875
CROP WHITE II [Member]        
Product Information [Line Items]        
Revenue, net     95,374 66,825
SHADE ADVANTAGE (WP) [Member]        
Product Information [Line Items]        
Revenue, net     214,662 207,570
SulFe Hume Si ADVANTAGE [Member]        
Product Information [Line Items]        
Revenue, net     $ 51,480
v3.24.3
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT (Details)
Aug. 31, 2024
Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
Autos and Trucks [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
Scm Plants [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 30 years
v3.24.3
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE (Details) - shares
3 Months Ended 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities 146,837,479 135,344,297 146,837,479 135,344,297
Convertible Debt Securities [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities 17,399,292 6,656,110 17,399,292 6,656,110
Share-Based Payment Arrangement, Option [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities 129,438,187 128,688,187 129,438,187 128,688,187
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended 9 Months Ended
Oct. 01, 2020
USD ($)
ft²
Aug. 31, 2024
USD ($)
ft²
Aug. 31, 2023
USD ($)
Aug. 31, 2024
USD ($)
ft²
Aug. 31, 2023
USD ($)
Nov. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]            
Cash equivalents   $ 0   $ 0   $ 0
Allowance for doubtful accounts receivable   0   0   0
Property and equipment, gross   817,880   817,880   817,880
Accumulated depreciation, amortization   68,291 $ 67,164 68,291 $ 67,164 67,164
Selling, general and administrative   406,379 288,487 1,248,141 1,168,142  
Advertising and marketing expenses   $ 5,311 651 $ 19,761 3,294  
Area of land | ft²   700   700    
Payments for rent       $ 3,500    
Weighted average term   2 months 12 days   2 months 12 days    
Weighted average borrowing rate   5.00%   5.00%    
US Mine Corporation [Member]            
Property, Plant and Equipment [Line Items]            
Area of land | ft² 700 1,000   1,000    
Payments for rent $ 1,500          
Shipping and Handling [Member]            
Property, Plant and Equipment [Line Items]            
Selling, general and administrative   $ 0 $ 0 $ 0 $ 0  
Construction in Progress [Member]            
Property, Plant and Equipment [Line Items]            
Property and equipment, gross   547,907   547,907   620,000
Pilot Plant [Member]            
Property, Plant and Equipment [Line Items]            
Property and equipment, gross   $ 202,809   $ 202,809   $ 130,716
v3.24.3
MINING RIGHTS (Details Narrative)
9 Months Ended
Apr. 01, 2020
USD ($)
Oct. 15, 2015
USD ($)
Dec. 01, 2014
USD ($)
a
Placer
Nov. 28, 2014
USD ($)
Aug. 31, 2024
USD ($)
ft²
Aug. 31, 2023
USD ($)
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]            
Acres of land | ft²         700  
Payment for purchased property         $ 126,536
Purchase and Sale Agreement [Member] | Snow White Pozzolan Mine [Member]            
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]            
Purchase price $ 836,000          
Investment Interest Rate 5.00%          
Snow White Mine [Member] | California, San Bernardino [Member] | Purchase Agreement [Member] | US Mining and Minerals Corp [Member]            
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]            
Acres of land | a     280      
Number of placer mining claim | Placer     5      
Escrow deposit     $ 50,000 $ 600,000    
Payment for extend to close purchase agreement     $ 25,000      
Snow White Mine [Member] | California, San Bernardino [Member] | Purchase Agreement [Member] | US Mining and Minerals Corp [Member] | Mr. John Bremer [Member]            
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]            
Payment for purchased property   $ 575,000        
Royalty payment   $ 3,500        
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Aug. 31, 2024
Nov. 30, 2023
Aug. 31, 2023
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 817,880 $ 817,880  
Less: accumulated depreciation (68,291) (67,164) $ (67,164)
Property and equipment, net 749,589 750,716  
Furniture and Fixtures [Member]      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 6,952 6,952  
Machinery and Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 35,151 35,151  
Automobiles And Trucks [Member]      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 25,061 25,061  
Pilot Plant [Member]      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 202,809 130,716  
Construction in Progress [Member]      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 547,907 $ 620,000  
v3.24.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 1,127 $ 0 $ 1,127
v3.24.3
NOTES PAYABLE (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Feb. 08, 2024
Jan. 31, 2024
Sep. 11, 2023
Jun. 30, 2023
May 31, 2023
Apr. 14, 2023
Mar. 01, 2023
Feb. 28, 2023
Nov. 29, 2022
Aug. 13, 2021
Apr. 08, 2021
Feb. 26, 2016
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Mar. 07, 2024
Nov. 30, 2023
Jul. 10, 2023
Feb. 04, 2023
Aug. 30, 2022
Aug. 31, 2017
Convertible notes payable                           $ 37,000   $ 37,000     $ 19,000        
Brady Barto [Member]                                              
Officers compensation       $ 1,000                                      
Director Agreement [Member] | Jeffrey Guzy [Member]                                              
Outstanding principal and acrued interest                       0.00%                      
Debt conversion, converted instrument, amount             $ 24,000                                
Officers compensation               $ 1,500       $ 1,000                      
Director Agreement [Member] | Jeffrey Guzy [Member] | Share Price 0.15 [Member]                                              
Conversion price             $ 0.15                                
Debt conversion, converted instrument, shares issued             80,000                                
Director Agreement [Member] | Jeffrey Guzy [Member] | Share Price 0.08 [Member]                                              
Conversion price             $ 0.08                                
Debt conversion, converted instrument, shares issued             150,000                                
Director Agreement [Member] | Mr Guzy [Member]                                              
Officers compensation                               0              
Director Agreement [Member] | Kimberly Kurtis [Member]                                              
Officers compensation                     $ 1,000                        
Conversion of stock amount             $ 12,000                                
Conversion of stock, shares             80,000                                
Stock price per share             $ 0.15                                
Convertible notes payable                           25,000   25,000              
Due to officers                     $ 200,000                        
Director Agreement [Member] | Brady Barto [Member]                                              
Officers compensation       $ 1,000                                      
Stock price per share       $ 0.15                                      
Due to officers                           12,000   12,000              
Convertible Promissory Notes [Member]                                              
Debt issuance date   on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000                                          
Convertible Promissory Notes [Member] | US Mine Corporation [Member]                                              
Outstanding principal and acrued interest   8.00%                                          
Debt maturity date   Feb. 07, 2026                                          
Interest expenses                           10,506   17,235              
Debt issued amount   $ 618,000                                          
Conversion price   $ 0.08                                          
Convertible Promissory Notes [Member] | US Mine Corporation [Member] | Tranche #7 [Mmeber]                                              
Outstanding principal and acrued interest                                           5.00%  
Accrued interest     $ 470,862                                        
Interest expenses                           0 $ 5,805 3,999 $ 17,673            
Debt issued amount                                           $ 470,862  
Conversion price                                           $ 0.39  
Debt conversion, converted instrument, amount     $ 33,476                                        
Debt conversion, converted instrument, shares issued     1,293,175                                        
Convertible Promissory Notes [Member] | US Mine Corporation [Member] | Tranche #8 [Mmeber]                                              
Outstanding principal and acrued interest                   5.00%                          
Debt maturity date                   Aug. 30, 2024                          
Accrued interest     $ 140,027                                        
Interest expenses                           0 1,803 1,189 5,256            
Debt issued amount                   $ 140,027                          
Conversion price                   $ 0.39                          
Debt conversion, converted instrument, amount     $ 8,210                                        
Debt conversion, converted instrument, shares issued     380,095                                        
Convertible Promissory Notes [Member] | US Mine Corporation [Member] | Tranche #9 [Mmeber]                                              
Outstanding principal and acrued interest                 5.00%                            
Debt maturity date                 Feb. 28, 2025                            
Accrued interest     $ 308,320                                        
Interest expenses                           0 3,970 2,619 7,771            
Debt issued amount                 $ 308,320                            
Conversion price                 $ 0.39                            
Debt conversion, converted instrument, amount     $ 14,233                                        
Debt conversion, converted instrument, shares issued     827,060                                        
Convertible Promissory Notes [Member] | US Mine Corporation [Member] | Tranche #10 [ Member]                                              
Outstanding principal and acrued interest           8.00%                                  
Debt maturity date           May 31, 2025                                  
Accrued interest     $ 412,533                                        
Interest expenses                           0 8,318 5,606 8,318            
Debt issued amount           $ 412,533                                  
Conversion price           $ 0.10                                  
Debt conversion, converted instrument, amount     $ 22,152                                        
Debt conversion, converted instrument, shares issued     4,346,855                                        
Convertible Promissory Notes [Member] | US Mine Corporation [Member] | Tranche #11 [Member]                                              
Outstanding principal and acrued interest         8.00%                                    
Debt maturity date         Jun. 30, 2025                                    
Accrued interest     $ 193,935                                        
Interest expenses                           0 2,635 2,635 2,635            
Debt issued amount         $ 193,935                                    
Conversion price         $ 0.10                                    
Debt conversion, converted instrument, amount     $ 9,139                                        
Debt conversion, converted instrument, shares issued     2,030,738                                        
Unsecured Convertible Promissory Notes [Member] | US Mine Corporation [Member]                                              
Outstanding principal and acrued interest                                       8.00%      
Accrued interest $ 1,000,000                                            
Interest expenses                           0   18,856              
Debt issued amount                           1,000,000   1,000,000       $ 1,000,000      
Conversion price                                       $ 0.10      
Debt conversion, converted instrument, amount $ 25,640                                            
Debt conversion, converted instrument, shares issued 10,256,400                                            
Unsecured Convertible Promissory Notes [Member] | US Mining and Minerals Corp [Member]                                              
Interest expenses                               16,840              
Unsecured Convertible Note [Member] | Common Stock [Member]                                              
Outstanding principal and acrued interest   8.00%                               8.00%          
A. Scott Dockter [Member]                                              
Note payable balance                           0   0     8,716        
Outstanding principal and acrued interest                                             6.00%
Accrued interest                           42,263   42,263     $ 42,065        
Interest expenses                           16 156 198 768            
Debt issued amount                                             $ 197,096
Repayment of short term debt                               8,716 20,000            
Bayshore Capital Advisors, LLC [Member]                                              
Note payable balance                         $ 25,000                    
Outstanding principal and acrued interest                         6.00%                    
Debt maturity date                         Aug. 26, 2016                    
Bayshore Capital Advisors, LLC [Member]                                              
Equity method investment, ownership percentage                         10.00%                    
Cancellation amount                                         $ 25,000    
Accrued interest                                         $ 10,401    
Interest expenses                           0 $ 0 0 $ 255            
US Mining and Minerals Corp [Member]                                              
Debt issued amount   $ 618,000                               $ 720,135          
Conversion price   $ 0.08                               $ 0.08          
US Mining and Minerals Corp [Member] | Line of Credit Agreement [Member]                                              
Debt issued amount                                   $ 720,135          
US Mining and Minerals Corp [Member] | Unsecured Convertible Promissory Notes [Member]                                              
Accrued interest $ 25,640                                            
Interest expenses                           12,558                  
Debt issued amount $ 1,000,000 $ 618,000                       $ 1,000,000   $ 1,000,000   1,000,000          
US Mining and Minerals Corp [Member] | Unsecured Convertible Promissory Notes [Member] | Maximum [Member]                                              
Debt issued amount                                   $ 1,000,000          
v3.24.3
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($)
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Nov. 30, 2023
Lease cost      
Operating lease cost (cost resulting from lease payments) $ 31,500 $ 31,500  
Short term lease cost  
Sublease income  
Net lease cost 31,500 31,500  
Operating lease operating cash flows fixed payments 31,500 31,500  
Operating lease operating cash flows liability reduction 30,467 28,978  
Current leases right of use assets 9,950  
Current liabilities operating lease liabilities 10,413 40,371  
Non current liabilities right of use assets 49,749 $ 39,799
Operating Lease, Liability, Noncurrent   $ 10,413  
v3.24.3
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)
Aug. 31, 2024
Nov. 30, 2023
Leases    
Remainder of 2024 $ 10,500  
Amount representing interest (87)  
Present value of net future minimum lease payments $ 10,413 $ 40,880
v3.24.3
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)
Aug. 31, 2024
Nov. 30, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 16,182 $ 314,502
Accrued compensation 34,441 39,080
Miscellaneous accrued expenses 23,413
Accrued consultants 7,431
Accounts payable and accrued expenses $ 74,036 $ 361,013
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
9 Months Ended
May 31, 2023
Jul. 08, 2020
Mar. 29, 2019
Aug. 31, 2024
Aug. 31, 2023
Feb. 08, 2024
Feb. 06, 2024
Nov. 30, 2023
May 02, 2023
Monthly payments             $ 618,000  
Gain on settlement       $ 275,000        
Superior Soils Supplements LLC [Member]                  
Complaint seeks damages     $ 400,000            
Damages accrual $ 400,000   $ 400,000           $ 125,000
Gain on settlement $ 275,000                
Chief Financial Officer, Al Calvanico [Member]                  
Complaint seeks damages   $ 600,000              
Monthly payments             $ 618,000    
Chief Financial Officer, Al Calvanico [Member] | Six Months [Member]                  
Monthly payments       $ 618,000   $ 103,000      
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
9 Months Ended 11 Months Ended
Feb. 28, 2025
Mar. 31, 2024
Feb. 23, 2024
Jan. 31, 2024
Feb. 27, 2023
Aug. 31, 2024
Jan. 31, 2025
Mar. 07, 2024
Feb. 08, 2024
US Mining and Minerals Corp [Member]                  
Convertible notes payable       $ 1,525,676          
Accrued interest       $ 87,211          
Line of credit               $ 720,135 $ 618,000
US Mining and Minerals Corp [Member] | Unsecured Convertible Promissory Notes [Member]                  
Issuance of shares   10,256,400              
Line of credit   $ 1,000,000       $ 1,000,000   $ 1,000,000 $ 618,000
Accrued interest   $ 25,640              
US Mine Corporation [Member]                  
Issuance of shares       8,877,923          
Settlement Agreement [Member]                  
Shares surrendered back         300,000        
Consulting Agreement [Member]                  
Issuance of shares     300,000     400,002      
Consulting Agreement [Member] | Forecast [Member]                  
Issuance of shares 16,663                
Consulting Agreement [Member] | Subsequent Event [Member]                  
Issuance of shares             16,667    
v3.24.3
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS (Details) - USD ($)
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Nov. 30, 2023
Nov. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of Options 129,438,187 128,688,187 129,438,187 128,688,187
Exercise price $ 0.09    
Option 1 [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Grant Date Apr. 08, 2023      
Number of Options 350,000      
Share price $ 0.08      
Exercise price $ 0.10      
Expected Volatility 202.26%      
Risk-free Interest Rate 3.72%      
Dividend Rate 0.00%      
Expected Term 3 years 6 months      
Fair Value $ 26,623      
Option Two [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Grant Date Aug. 10, 2023      
Number of Options 200,000      
Share price $ 0.10      
Exercise price $ 0.15      
Expected Volatility 201.69%      
Risk-free Interest Rate 4.47%      
Dividend Rate 0.00%      
Expected Term 3 years 6 months      
Fair Value $ 17,987      
Option Three [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Grant Date Sep. 13, 2023      
Number of Options 200,000      
Share price $ 0.10      
Exercise price $ 0.15      
Expected Volatility 198.67%      
Risk-free Interest Rate 4.64%      
Dividend Rate 0.00%      
Expected Term 3 years 6 months      
Fair Value $ 16,267      
Option Four [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Grant Date Dec. 13, 2023      
Number of Options 200,000      
Exercise price $ 0.09      
Expected Volatility 206.88%      
Risk-free Interest Rate 4.18%      
Dividend Rate 0.00%      
Expected Term 3 years      
Fair Value $ 16,762      
v3.24.3
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Share-Based Payment Arrangement [Abstract]    
Number of Shares, Outstanding at the beginning 129,438,187 128,688,187
Weighted Average Exercise Price, Outstanding at the beginning $ 0.53 $ 0.53
Number of Shares, Granted 200,000
Weighted Average Exercise Price, Granted $ 0.09
Number of Shares, Exercised
Weighted Average Exercise Price, Exercised
Number of Shares, Expired or Cancelled (200,000)
Weighted Average Exercise Price, Expired or Cancelled $ 0.099
Number of Shares, Outstanding at the end 129,438,187 128,688,187
Weighted Average Exercise Price, Outstanding at the end $ 0.53 $ 0.53
v3.24.3
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE (Details) - $ / shares
9 Months Ended
Aug. 31, 2024
Nov. 30, 2023
Aug. 31, 2023
Nov. 30, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Outstanding Options 129,438,187 129,438,187 128,688,187 128,688,187
Weighted- Average Remaining Life in Years 4 years 2 months 4 days      
Weighted- Average Exercise Price $ 0.53 $ 0.53 $ 0.53 $ 0.53
Number of Options Exercisable 129,238,187      
Exercise Price One [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.09      
Outstanding Options 200,000      
Weighted- Average Remaining Life in Years 3 years 6 months 14 days      
Weighted- Average Exercise Price $ 0.09      
Number of Options Exercisable      
Exercise Price Two [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.099      
Outstanding Options 200,000      
Weighted- Average Remaining Life in Years 5 months 1 day      
Weighted- Average Exercise Price $ 0.099      
Number of Options Exercisable 200,000      
Exercise Price Three [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.10      
Outstanding Options 995,000      
Weighted- Average Remaining Life in Years 2 years 2 months 8 days      
Weighted- Average Exercise Price $ 0.10      
Number of Options Exercisable 995,000      
Exercise Price Four [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.12      
Outstanding Options 50,000      
Weighted- Average Remaining Life in Years 4 years 3 months 25 days      
Weighted- Average Exercise Price $ 0.12      
Number of Options Exercisable 50,000      
Exercise Price Five [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.15      
Outstanding Options 400,000      
Weighted- Average Remaining Life in Years 4 years 2 months 26 days      
Weighted- Average Exercise Price $ 0.15      
Number of Options Exercisable 400,000      
Exercise Price Six [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.24      
Outstanding Options 2,223,787      
Weighted- Average Remaining Life in Years 2 years 10 months 28 days      
Weighted- Average Exercise Price $ 0.24      
Number of Options Exercisable 2,223,787      
Exercise Price Seven [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.36      
Outstanding Options 200,000      
Weighted- Average Remaining Life in Years 2 years 2 months 12 days      
Weighted- Average Exercise Price $ 0.36      
Number of Options Exercisable 200,000      
Exercise Price Eight [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.38      
Outstanding Options 116,000,000      
Weighted- Average Remaining Life in Years 4 years 4 months 2 days      
Weighted- Average Exercise Price $ 0.38      
Number of Options Exercisable 116,000,000      
Exercise Price Nine [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 2.50      
Outstanding Options 8,669,400      
Weighted- Average Remaining Life in Years 3 years 3 days      
Weighted- Average Exercise Price $ 2.50      
Number of Options Exercisable 8,669,400      
Exercise Price Ten [Member]        
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 3.00      
Outstanding Options 500,000      
Weighted- Average Remaining Life in Years 1 year 9 months      
Weighted- Average Exercise Price $ 3.00      
Number of Options Exercisable 500,000      
v3.24.3
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 13, 2023
Sep. 13, 2023
Aug. 10, 2023
Apr. 08, 2023
Nov. 10, 2017
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Nov. 30, 2023
Nov. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Number of options, granted               200,000    
Stock options granted           129,438,187 128,688,187 129,438,187 128,688,187 129,438,187 128,688,187
Stock option exercise price               $ 0.09    
Stock option vesting term               5 years      
Compensation expense           $ 4,191 $ 2,000 $ 16,573 $ 7,328,400    
Exercise price per share                  
Minimum [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock option exercisable term               3 years      
Maximum [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock option exercisable term               10 years      
Share-Based Payment Arrangement, Option [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock options granted           200,000 550,000 200,000 550,000    
Weighted average grant date fair value of options granted, vested               $ 0      
Weighted average grant date fair value of options, non-vested           $ 16,762   $ 16,762      
Equity Option [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Compensation expense               $ 16,573 $ 7,328,400    
Non vested stock options               4,189      
Director [Member] | Share-Based Payment Arrangement, Option [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock options granted   200,000 200,000 350,000              
Stock option exercise price   $ 0.15 $ 0.15 $ 0.10              
Stock options fair value   $ 16,267 $ 17,987 $ 26,623              
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Option [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock options granted 200,000                    
Stock option exercise price $ 0.09                    
Stock options fair value $ 16,762                    
Option Holders [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Aggregate intrinsic value of outstanding and exercisable options               $ 0      
Exercise price per share               $ 0.045      
2017 Equity Incentve Plan [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Number of options, granted         10,000,000     4,468,787      
Number of options, expired               200,000      
2017 Equity Incentve Plan [Member] | Employment Agreement [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Stock options granted         500,000            
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative)
3 Months Ended 9 Months Ended
Mar. 31, 2024
USD ($)
shares
Feb. 16, 2024
shares
Feb. 08, 2024
USD ($)
$ / shares
Jan. 31, 2024
USD ($)
shares
Sep. 11, 2023
USD ($)
$ / shares
shares
Jun. 09, 2023
$ / shares
shares
Apr. 14, 2023
USD ($)
Mar. 01, 2023
USD ($)
Feb. 04, 2023
USD ($)
Oct. 06, 2021
$ / shares
shares
Aug. 13, 2021
USD ($)
$ / shares
May 27, 2021
USD ($)
$ / shares
Apr. 08, 2021
USD ($)
$ / shares
Oct. 01, 2020
USD ($)
ft²
Apr. 22, 2020
USD ($)
Feb. 26, 2016
USD ($)
Aug. 31, 2024
USD ($)
ft²
shares
May 31, 2024
shares
Feb. 29, 2024
shares
Aug. 31, 2023
USD ($)
Feb. 28, 2023
shares
Aug. 31, 2024
USD ($)
ft²
$ / shares
shares
Aug. 31, 2023
USD ($)
$ / shares
shares
Mar. 07, 2024
USD ($)
$ / shares
Nov. 30, 2023
USD ($)
Jul. 10, 2023
USD ($)
$ / shares
Apr. 06, 2023
shares
Oct. 06, 2022
shares
Apr. 06, 2022
shares
Aug. 31, 2017
USD ($)
Cash advance                                           $ 1,991,400 $ 1,125,000              
Common shares to purchase | shares                                           200,000              
Share-based payment arrangement noncash expense                                 $ 4,191     $ 2,000   $ 16,573 $ 7,328,400              
Exercise price | $ / shares                                                        
Shares issued for services | shares   16,667                                                        
Operating lease monthly rent expense                                           $ 3,500                
Area of land | ft²                                 700         700                
Common Stock [Member]                                                            
Issuance of shares common stock | shares                                         300,000                  
Shares issued for services | shares   16,663                             50,001 50,001 300,000                      
Shares issued | shares                                 400,002         400,002                
A. Scott Dockter [Member]                                                            
Notes payable                                 $ 0         $ 0     $ 8,716          
Accrued interest rate                                                           6.00%
Interest expense                                 16     156   198 $ 768              
Debt issued amount                                                           $ 197,096
Accrued interest                                 42,263         42,263     42,065          
Repayment of short term debt                                           8,716 20,000              
Chief Executive Officer [Member]                                                            
Interest expense                                           198                
Scrivener Agreement [Member]                                                            
Shares issued for services | shares   300,000                                                        
US Mining and Minerals Corp [Member]                                                            
Debt amount       $ 1,525,676                                                    
Interest accrued       87,211                                                    
Debt issued amount     $ 618,000                                         $ 720,135            
Conversion price | $ / shares     $ 0.08                                         $ 0.08            
US Mining and Minerals Corp [Member] | Line of Credit Agreement [Member]                                                            
Debt issued amount                                               $ 720,135            
USMC Notes [Member]                                                            
Debt amount     $ 103,000 $ 1,525,676                         618,000         618,000     1,525,676          
Interest expense                                 10,506     22,790   33,284 41,654              
Issuance of shares common stock | shares       8,877,923                                                    
Unsecured convertible promissory notes, outstanding     $ 618,000                                                      
Extraction agreement description     funded on that date, $103,000 was funded March 1, 2024, $103,000 was funded April 1, 2024, $103,000 was funded May 1, 2024, $103,000 was funded July 1, 2024, and $103,000 was funded August 1, 2024                                                      
USMC Notes [Member] | US Mining and Minerals Corp [Member]                                                            
Interest accrued       $ 87,211                                                    
USMC Line of Credit [Member]                                                            
Accrued interest rate                                               8.00%   8.00%        
Interest expense                                 0         18,856                
Issuance of shares common stock | shares 10,256,400                                                          
Debt issued amount $ 1,000,000                                                 $ 1,000,000        
Conversion price | $ / shares                                               $ 0.08   $ 0.10        
Accrued interest $ 25,640                                                          
USMC Line of Credit [Member] | Line of Credit Agreement [Member]                                                            
Interest expense                                 12,558         16,840                
Debt issued amount                                               $ 720,135            
USMC Line of Credit [Member] | Maximum [Member]                                                            
Debt issued amount                                               $ 1,000,000            
Bayshore Capital Advisors, LLC [Member]                                                            
Notes payable                               $ 25,000                            
Accrued interest rate                               6.00%                            
Notes payable maturity date                               Aug. 26, 2016                            
Notes payable cancellation amount                 $ 25,000                                          
Notes payable accrued and unpaid interest                 $ 10,401                                          
Note payable interest expense                                 0     0   0 255              
US Mine Corporation [Member]                                                            
Payment for purchases made                                           68,801 81,444              
Payment to technical evaluation                                           2,957 1,351              
Cash advance                                           36,893 15,853              
Debt outstanding                                 $ 33,701         $ 33,701     $ 0          
Operating lease monthly rent expense                           $ 1,500                                
Lease extension term                           2 years                                
Area of land | ft²                           700     1,000         1,000                
Operating lease monthly rent expense                           $ 3,500                                
US Mine Corporation [Member] | Material Supply Agreement [Member]                                                            
Payments for inventory                             $ 570,063   $ 42,626     $ 47,080   $ 68,801 $ 81,444              
US Mine Corporation [Member] | Material Supply Agreement [Member] | Kaolin Clay for Supplementary Cementitious Materials [Member]                                                            
Payments to materials and products for agriculture, per ton                             25                              
US Mine Corporation [Member] | Material Supply Agreement [Member] | Bagged Products for Clay [Member]                                                            
Payments to materials and products for agriculture, per ton                             145                              
Royalty fee, per ton                             $ 5                              
US Mine LLC [Member]                                                            
Share-based payment arrangement noncash expense                                 0         7,326,402                
US Mine LLC [Member] | Materials Extraction Agreement [Member]                                                            
Accrued interest rate                       2.50%                                    
Extraction agreement description                       On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to one hundred million of certain raw clay materials. The Materials Extraction Agreement is effective until one hundred million tons of material are extracted.                                    
Conversion price | $ / shares                       $ 0.43                                    
Convertible note payable                       $ 50,000,000                                    
Debt conversion description                       The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner will be subject to 15% interest per annum compounded monthly.                                    
Common shares to purchase | shares                   116,000,000                                        
Common stock exercise price | $ / shares                   $ 0.38                                        
Options vested and expected to vest outstanding number | shares                                                     29,000,000 29,000,000 58,000,000  
Jeffrey Guzy [Member] | Director Agreement [Member]                                                            
Accrued interest rate                         0.00%                                  
Notes payable accrued and unpaid interest             $ 24,000                                              
Cash fee               $ 1,500         $ 1,000                                  
Exercise price | $ / shares                         $ 0.10                                  
Kimberly Kurtis [Member] | Director Agreement [Member]                                                            
Debt outstanding                                 25,000         25,000                
Cash fee                     $ 1,000                                      
Exercise price | $ / shares                     $ 0.15                                      
Due to officers                     $ 200,000                                      
Brady Barto [Member]                                                            
Debt amount                                 12,000         12,000                
Common shares to purchase | shares         200,000                                                  
Cash fee         $ 1,000                                                  
Common stock, share price | $ / shares         $ 0.15                                                  
Brady Barto [Member] | Director Agreement [Member]                                                            
Cash fee         $ 1,000                                                  
Due to officers                                 $ 12,000         $ 12,000                
Dr Scrivener [Member] | Scrivener Agreement [Member]                                                            
Shares issued for services | shares           100,000                                                
Share price | $ / shares           $ 0.08                                                
v3.24.3
SCHEDULE OF CONCENTRATION OF CREDIT RISK (Details)
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 55.00% 45.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 31.00% 20.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer C [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 12.00% 17.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer D [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   16.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   82.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   18.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   36.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   15.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   10.00%
v3.24.3
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($)
9 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Concentration Risk [Line Items]    
FDIC insured amount $ 250,000  
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 98.00% 98.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 100.00%  
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage   100.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Supplier [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 100.00%  
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Three Suppliers [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage   61.00%

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