Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2018

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission file number 000-54327

Century Cobalt Corp.

(Exact name of registrant as specified in its charter)

Nevada		98-0579157
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10100 Santa Monica Blvd., Suite 300, Century City, CA		90067
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (310) -772-2209

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

Title of Each Class		Name of Each Exchange On Which Registered
None		N/A

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

Common Stock, $0.001 par value

(Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Yes ☐ No ☒

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if smaller reporting company)		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on May 30, 2018 was $1,348,440 based on a $0.022 based on the last sales price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date:  77,248,120 as of April 11, 2019

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	34
Item 9A.	Controls and Procedures	34
Item 9B.	Other Information	35
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
Item 14.	Principal Accounting Fees and Services	41
Item 15.	Exhibits, Financial Statement Schedules	42

 

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PART 1

ITEM 1. BUSINESS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "company" mean Century Cobalt Corp., unless the context clearly requires or states otherwise.

CORPORATE OVERVIEW

We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties.

The address of our principal executive office is located at 10100 Santa Monica Blvd., Suite 300, Century City, CA 90067 USA.

Our common stock is quoted on the OTC Bulletin Board under the symbol "CCOB".

CORPORATE HISTORY

We were incorporated in the State of Nevada on April 29, 2008, under the name "Mayetok, Inc.".  As Mayetok, Inc. we were engaged in the development of a website to market vacation properties in the Ukraine.

On June 8, 2010, we initiated a one (1) old for 35 new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 to 3,500,000,000 shares of common stock and the issued and outstanding increased from 2,200,000 shares of common stock to 77,000,000 shares of common stock, all with a par value of $0.001.

Also on June 8, 2010, we changed our name from "Mayetok, Inc." to "First American Silver Corp.", by way of a merger with our wholly owned subsidiary First American Silver Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties.

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On June 18, 2018, we changed our name from "First American Silver Corp." to “Century Cobalt Corp.”, by way of a merger with our wholly owned subsidiary Century Cobalt Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing cobalt mineral properties. Our name change became effective with the Over-the-Counter Markets at the opening of trading on June 18, 2018, on which date we adopted the new stock symbol "CCOB”.

OUR CURRENT BUSINESS

On August 7, 2018, we entered into an assignment agreement with Oriental Rainbow Group Ltd., in regards to the acquisition of certain mineral claims in Lemhi County, Idaho known as the “Idaho Cobalt Belt”.

Oriental Rainbow and Plateau Ventures LLC had entered into a purchase agreement dated September 4, 2017, wherein Oriental Rainbow had acquired from Plateau a 100% interest in the property, subject to certain subsequent payments and conditions.  The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims.  Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres.

Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares of common stock (the “Consideration Shares”). We have assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted shares of common stock to Plateau upon listing on a recognized stock exchange; paying pending BLM fees for the claims in the amount of $108,000; and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasiblity study on the property.

Century Cobalt’s, acreage, known as the “Emperium Cobalt Project,” as noted above totals 13,900 Acres  / 5,625 Hectares, making it larger than the combined land claims of the 5 largest publicly traded companies currently active in the Idaho Cobalt Belt. The project is located approximately 16 miles (26 km) southwest of Salmon, Idaho.

Property Information:

The Idaho Cobalt Belt is a northwest-southeast trending belt of cobalt- and copper-bearing mineral deposits and prospects.

The belt is at least 40 miles long (64 km) and up to 6 miles (10 km) wide.

Between 1902 and 1968, millions of tonnes of ore were mined in the Idaho Cobalt Belt within the Blackbird Mining area.

Total past production from the Blackbird Mine (to the immediate west of our Emperium Cobalt Project) was roughly 2.4 million tons of ore containing 19 thousand tons of cobalt, with the mine reaching its maximum production in 1958 at annual output of 2,000 tons cobalt.

As the only primary cobalt mine in the US to date, the mine site became a superfund site and was cleaned up in the 1990s.

2019 Exploration Program

The company completed a preliminary 2018 exploration program in the Idaho Cobalt Belt. During the 2018 campaign, the location of two known historic mineral prospects on our property were confirmed and sampled.  In addition, a number of previously unknown prospects were also discovered by our exploration team and sampled. By 2018 year-end the Century field crew had collected over 800 soil samples and 150 rock samples, with the majority of the samples being sent for analysis to ALS Labs in Reno (NV). The results so far include:

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Rock Samples:

0.1525% Co, 3.27 g/t Au, 27.7 g/t Ag, 4.38% Cu

149ppm Co, 12.9 g/t Au, 162 g/t Ag, 1.224% Cu

255 ppm Co, 4.89 g/t Au, 80.3 g/t Ag, 17.15% Cu

337ppm Co, 1.2 g/t Au, 62.2 g/t Ag, 16.85% Cu

6.93 g/t Au, 2690 g/t Ag, 2.62 % Cu, 5.53% Pb, 3.54% Zn

0.769 g/t Au, 522 g/t Ag, 13.15% Pb, 12% Zn

Soils Samples:

0.1175% Co, 11 ppm Cu and 299 ppm As

1.525% Cu, 0.2 g/t Au, 5.8g/t Ag and 1430 ppm As

0.998% Cu, 5 g/t Ag and 1630 ppm As

0.628% Cu, 0.188 g/t Au, 1.5g/t Ag and 1320 ppm As

0.278% Cu, 0.28 g/t Au, 13g/t Ag and 2180 ppm As

Cobalt Plus Co-Products

These early results confirm the strong Cobalt potential of the properties, while the findings for Copper (Cu), Gold (Au) and Silver (Ag), along with Lead (Pb) and Zinc (Zn) suggests co-products that could ultimately positively impact project economics.  Additionally, Arsenic (As), (like cobalt, a US Government-designated Critical Mineral), will be assessed as a potential co-product. Essential for the production of Gallium-Arsenide semiconductor chips, Arsenic is a key raw material for solar panels, telecoms applications, infrared and optical applications.

2019 Exploration Program

The company has recently completed a Satellite Thermal Study over its entire licence area, the results of which will be integrated into the company’s geological database and combined with the soil and rock samples to further define areas of interest.

To commence the company’s 2019 exploration program, a drone-mounted Magnetic Survey is planned in the coming months that will further enhance the Company’s growing understanding of the geology, structure and mineral potential of the licence area.  The company anticipates following up on a number of the promising targets generated so far, to identify those that warrant further investigation by trenching and drilling.

COMPETITION

The mineral exploration industry is highly competitive. We are a new exploration-stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

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Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:

·	keeping our costs low;

·	relying on the strength of our management’s contacts; and

·	using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

GOVERNMENT REGULATION

Any operations at our cobalt properties will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or to our cobalt properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property.

ENVIRONMENTAL REGULATIONS

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

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While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

RESEARCH AND DEVELOPMENT

We have not incurred any research and development expenditures over the past three fiscal years.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2019.

SUBSIDIARIES

Our sole wholly owned subsidiary is Emperium 1 Holdings Corp.

CORPORATE OFFICES

Our principal office is located at 10100 Santa Monica Blvd., Suite 300, Century City, CA 90067 USA. and is provided to us at no cost.

EMPLOYEES

We have no employees other than our chief executive officer, Alexander Stanbury with whom we entered into a service agreement on September 14, 2018.

On September 14, 2018, we entered into a consulting agreement with Alexander Stanbury, whereby Mr. Stanbury agreed to provide consulting services to us regards to his position is our President and Chief Executive Officer. The agreement has a three year term, commencing August 1, 2018.  As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Stanbury by issuing 5,000,000 restricted common shares of our capital stock.  In addition, Mr. Stanbury will be receiving a salary of $102,000 per annum and shall be entitled to receive an additional 1,000,000 common shares on each anniversary of the effective date of the agreement.

INTELLECTUAL PROPERTY

We do not own, either legally or beneficially, any patent or trademark, and have not registered any rights we may have under copyright.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 3,500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.

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The holders of our common stock:

·	Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

·	Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·	Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·	Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The shares of common stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or PARI PASSU, each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered owner and may exercise such vote either in person or by proxy. To the knowledge of our management, at the date hereof, our sole officer and director is the only person to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See "Security Ownership of Certain Beneficial Owners and Management."

We refer you to our Articles of Incorporation and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR COMPANY

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL PROPERTIES AS A GOING CONCERN.

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We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues. We had cash in the amount of $1,172 as of November 30, 2018 and a working capital deficit of $745,343. We have also incurred a cumulative net loss of $2,577,305 from our inception on April 29, 2008 through November 30, 2018. We estimate that our average monthly operating expenses will be approximately $28,500, including management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral property, we will probably find it difficult to raise debt financing from traditional lending sources. We have in the past raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in their report dated April 10, 2019, to comment about our company's ability to continue as a going concern. Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our company's ability to continue as a going concern. Although there are no assurances that management's plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence." We continue to experience net operating losses.

BECAUSE WE ARE A SHELL COMPANY, THE HOLDERS OF OUR RESTRICTED SECURITIES WILL NOT BE ABLE TO SELL THEIR SECURITIES IN RELIANCE ON RULE 144 UNTIL WE CEASE BEING A SHELL COMPANY.

We are a shell company as that term is defined by applicable federal securities laws.  Specifically, because of the nature and amount of our assets and our very limited operations, pursuant to applicable federal rules, we are considered a shell company.  Applicable provisions of Rule 144 specify that during that time that we are a shell company and for a period of one year thereafter, holders of our restricted securities may not sell those securities in reliance on Rule 144.  This restriction may have potential adverse effects on future efforts to raise capital. One year after we cease being a shell company, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule).  For us to cease being a shell company, we must have more than nominal operations or more that nominal assets or assets which do not consist solely of cash or cash equivalents.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, WE MAY NEVER DISCOVER A COMMERCIALLY EXPLOITABLE QUANTITY OF MINERALS, OUR BUSINESS MAY FAIL AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.

We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. Substantial investment will be required to move our company toward the production of minerals. This may require bringing in a partner to make the necessary investment, but there are no plans at this time for any form of partnership or merger. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

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WE HAVE NO KNOWN MINERAL RESERVES AND WE MAY NOT FIND ANY COBALT AND, EVEN IF WE FIND COBALT, IT MAY NOT BE IN ECONOMIC QUANTITIES. IF WE FAIL TO FIND ANY COBALT OR IF WE ARE UNABLE TO FIND COBALT IN ECONOMIC QUANTITIES, WE WILL HAVE TO SUSPEND OPERATIONS.

We have no known mineral reserves. Additionally, even if we find cobalt in sufficient quantity to warrant recovery, it ultimately may not be recoverable. Finally, even if any cobalt is recoverable, we do not know that this can be done at a profit. Failure to locate cobalt in economically recoverable quantities will cause us to suspend operations.

SUPPLIES NEEDED FOR EXPLORATION MAY NOT ALWAYS BE AVAILABLE. IF WE ARE UNABLE TO SECURE EXPLORATION SUPPLIES WE MAY HAVE TO DELAY OUR ANTICIPATED BUSINESS OPERATIONS.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL, WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in cobalt pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral resources and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR OPERATIONS.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

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ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The business of mineral exploration and development is subject to substantial regulation under various countries’ laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of mineral resources and related products and other matters. Amendments to current laws and regulations governing operations and activities of mineral exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties and the mineral exploration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions, which may adversely affect our exploration and development activities.

IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.

Our success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as resource exploration. These individuals are in high demand and we may not be able to attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC MARKETS MAY BE VOLATILE AND SPORADIC, WHICH COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTCQB tier of the electronic quotation system operated by OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE or Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver

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a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a "smaller reporting company", we are not required to provide the information required by this Item.

ITEM 2. PROPERTIES

Our principal office is located at 5 Cameron Drive, North Fork, Idaho, 83466 and is leased to us at a monthly cost of $1,730.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our shares of common stock are currently trading on the OTC QB (formerly the OTC Bulletin Board (OTCBB) under the Symbol "CCOB". Our common shares became quoted for trading on the OTCBB on August 13, 2009 under the symbol "MAYT". On June 18, 2018 our symbol changed to "CCOB" in connection with the change of the name of our company from First American Silver Corp. to Century Cobalt Corp.

The following table reflects the high and low bid information for our common stock obtained from yahoo finance and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC QB

Quarter Ended		High $				Low $
November 30, 2018			0.18				0.08
August 31, 2018			0.18				0.03
May 31, 2018			0.04				0.02
February 28, 2018			0.03				0.015
November 30, 2017			0.012				0.012
August 31, 2017			0.0115				0.0115
May 31, 2017			0.01				0.01
February 29, 2017			0.018				0.014

(1) Our stock was first quoted for trading on the OTC Bulletin Board on August 13, 2009, the first trade did not occur until June 25, 2010.

As of April 11, 2019, there were 31 registered holders of record of our common stock and 77,248,120 shares of our common stock were issued and outstanding.

Our common shares are issued in registered form. Our securities registrar and transfer agent is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093. Their telephone number is [phone]. The registrar and transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

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RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES

We did not sell any equity securities which were not registered under the Securities Act during the year ended November 30, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended November 30, 2018.

EQUITY COMPENSATION PLAN INFORMATION

Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2018.

ITEM 6. SELECTED FINANCIAL DATA

As a "smaller reporting company", we are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended November 30, 2018 and November 30, 2017 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.

Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

CASH REQUIREMENTS

We estimate our operating expenses and working capital requirements for the next twelve months to be as follows:

Expense		Cost
General and administrative expenses		$	25,000
Management and administrative costs		$	150,000
Legal Fees		$	10,000
Auditor Fees		$	12,000
Exploration		$	150,000
Total		$	347,000

Of the $347,000 that we require for the next 12 months, we had $1,172 in cash as of November 30, 2018, and a working capital deficit of $745,343. In order to improve our liquidity, we plan to pursue additional equity or debt financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further financings and there is no assurance that we will be successful in completing any further financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

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PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2019.

RESEARCH AND DEVELOPMENT

We have not expended any funds on research and development since inception and we do not intend to allocate any funds to research and development over the twelve months ending November 30, 2019.

RESULTS OF OPERATIONS FOR THE YEARS ENDED NOVEMBER 30, 2018 AND 2017.

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended November 30, 2018.

Our operating results for the year ended November 30, 2018 are summarized as follows in comparison to our operating results for the same period ended November 30, 2017:

		Year Ended
		November 30, 2018				November 30, 2017
Revenue		$	Nil			$	Nil
Operating Expenses		$	840,808			$	29,163
Net Loss		$	776,437			$	52,662

REVENUE

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

GENERAL AND ADMINISTRATIVE EXPENSES

Our general and administrative expenses for the year ended November 30, 2018 are outlined in the table below in comparison to our general and administrative expenses for the same period ended November 30, 2017:

		Year Ended
		November 30, 2018				November 30, 2017
Accounting and Legal		$	43,070			$	19,105
Consulting fees		$	604,800			$	0
Transfer agent and filing fees		$	15,946			$	9,508
Exploration		$	55,846			$	0
General and Administrative		$	121,146			$	550

LIQUIDITY AND FINANCIAL CONDITION

 

WORKING CAPITAL

		At November 30, 2018				At November 30, 2017				Percentage Increase/Decrease
Current assets		$	11,959			$	541				2,100	%
Current liabilities		$	757,302			$	517,113				46	%
Working capital deficiency		$	(745,343	)		$	(516,572	)			44	%

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CASH FLOWS

		Year Ended
		November 30, 2018				November 30, 2017
Net cash from (used in) operations		$	(174,444	)		$	(32,051	)
Net cash (used in) investing activities		$	(108,000	)		$	-
Net cash provided by financing activities		$	283,075			$	32,000
Increase (Decrease) In Cash During The Period		$	631			$	(51	)

We had cash in the amount of 1,172 as of November 30, 2018 as compared to $541 as of November 30, 2017. We had working capital deficiency of $745,343 as of November 30, 2018 compared to a working capital deficiency of $516,572 as of November 30, 2017.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed, but there can be no assurance that we will be able to raise any further financing.

FUTURE FINANCINGS

We will require additional funds to implement our growth strategy for our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

GOING CONCERN

We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended November 30, 2018, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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EXPLORATION STAGE COMPANY

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

BASIS OF PRESENTATION

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

ACCOUNTING BASIS

We use the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). We adopted a November 30 fiscal year end.

RISKS AND UNCERTAINTIES

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At November 30, 2018 and November 30, 2017, respectively, the Company had $1,172 and $541 of unrestricted cash to be used for future business operations.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits may exceed the insured amount.  Management believes it has little risk related to the excess deposits.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial instruments consist of cash, prepaid expenses, accounts payable, accrued professional fees, and amount due to a related party. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

CONCENTRATIONS OF CREDIT RISK

Our company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Our company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Our company believes it is not exposed to any significant credit risk on cash and cash equivalents.

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STOCK-BASED COMPENSATION

We account for employee stock-based compensation in accordance with the guidance of ASC Topic 718, COMPENSATION - STOCK COMPENSATION, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees, although our chief executive officer is entitled to receive 1,000,000 shares of common stock on annual basis.

We follow ASC Topic 505-50, formerly EITF 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING GOODS AND SERVICES," for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

INCOME TAXES

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is our company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2018, there have been no interest or penalties incurred on income taxes.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

We have yet to realize revenues from operations. Once our company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

BASIC INCOME (LOSS) PER SHARE

Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

On June 8, 2010, we affected a 35:1 forward stock split of its common shares. All share and per share data have been adjusted to reflect such stock split.

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DIVIDENDS

We have not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

MINERAL PROPERTIES

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although we have taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present.

RECENT ACCOUNTING PRONOUNCEMENTS

Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide the information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA  98125

206.353.5736

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Century Cobalt Corp.

Formerly Known As: First American Silver Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Century Cobalt Corp. as of November 30, 2018 and 2017 and the related statements of operations, changes in stockholders’ deficit and cash flows for the periods then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2018 and 2017 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MICHAEL GILLESPIE & ASSOCIATES PLLC

We have served as the Company’s auditor since 2017.

Seattle, Washington

April 10, 2019

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

CONSOLIDATED BALANCE SHEETS

NOVEMBER 30, 2018 AND 2017

		November 30, 2018				November 30, 2017
ASSETS
Current Assets
Cash		$	1,172			$	541
Prepaid expenses			10,787				-
Total Current Assets			11,959				541
Other Assets
Resource property			248,000				-
Reclamation bond			-				591
Total Other Assets			248,000				591
Total Assets		$	259,959			$	1,132
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable		$	81,280			$	101,328
Accounts payable – related parties			27,870				12,085
Accrued interest			3,415				-
Accrued interest – related parties			71,231				39,017
Due to related parties			95,640				34,817
Notes payable – current portion			10,000				-
Notes payable to related parties – current portion			467,866				329,866
Total Current Liabilities			757,302				517,113
Non-current liabilities
Notes payable			114,575				-
Notes payable to related parties			20,500				-
Total Non-current Liabilities			135,075				-
Total Liabilities			895,792
Stockholders’ Equity (Deficit)
Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding			-				-
Common stock, par value $0.001, 3,500,000,000 shares authorized, 74,142,211 shares issued and outstanding (62,892,211  – 2017)			74,142				62,892
Additional paid-in capital			1,815,625				1,206,875
Common stock payable			55,120				15,120
Accumulated deficit			(2,577,305	)			(1,800,868	)
Total Stockholders’ Equity (Deficit)			(632,418	)			(515,981	)
Total Liabilities and Stockholders' Equity (Deficit)		$	259,959			$	1,132

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

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED NOVEMBER 30, 2018 AND 2017

		Year Ended November 30, 2018				Year Ended November 30, 2017
REVENUES		$	-			$	-
OPERATING EXPENSES
Accounting and legal			43,070				19,105
Transfer agent and filing fees			15,946				9,508
Consulting			604,800				-
Exploration			55,846				-
General and administrative			121,146				550
TOTAL OPERATING EXPENSES			840,808				29,163
LOSS FROM OPERATIONS			(840,808	)			(29,163	)
OTHER INCOME (EXPENSES)
Interest expense			(35,629	)			(25,299	)
Forgiveness of debt			100,000				1,800
TOTAL OTHER INCOME (EXPENSE)			64,371				(23,499	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX			(776,437	)			(52,662	)
PROVISION FOR INCOME TAX			-				-
NET INCOME (LOSS)		$	(776,437	)		$	(52,662	)
LOSS PER SHARE: BASIC AND DILUTED		$	(0.01	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			65,218,238				62,892,211

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

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

AS OF NOVEMBER 30, 2018

																						Total
										Additional												Stockholders’
		Common Stock								Paid in				Common Stock				Accumulated				Equity
		Shares				Amount				Capital				Payable				Deficit				(Deficit)
Balance, November 30, 2016			62,892,211			$	62,892			$	1,169,618			$	15,120			$	(1,748,206	)		$	(500,576	)
Forgiveness of debt			-				-				37,257				-				-				37,257
Net loss for the year ended November 30, 2017			-				-				-				-				(52,662	)			(52,662	)
Balance, November 30, 2017			62,892,211				62,892				1,206,875				15,120				(1,800,868	)			(515,981	)
Shares issued for mineral property			3,500,000				3,500				136,500				-				-				140,000
Shares issued for services			7,750,000				7,750				472,250				-				-				480,000
Shares payable for services			-				-				-				40,000				-				40,000
Net Loss for the year ended November 30, 2018			-				-				-				-				(776,437	)			(776,437	)
Balance, November 30, 2018			74,142,211			$	74,142			$	1,815,625			$	55,120			$	(2,577,305	)		$	(632,418	)

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

 

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED NOVEMBER 30, 2018 AND 2017

		Year Ended November 30, 2018				Year Ended November 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(776,437	)		$	(52,662	)
Adjustment for non-cash working capital item
Forgiveness of debt			(100,000	)			(1,800	)
Write off of reclamation bond			591				-
Consulting fees issued for stock and stock payable			511,380				-
Changes in operating assets and liabilities:
Prepaid expenses			(2,167	)			-
Accounts payable			79,952				(2,889	)
Accounts payable – related parties			15,785				-
Accrued expenses			3,415				25,300
Accrued expenses – related parties			32,214				-
Due to related parties			60,823				-
Net Cash Used in Operating Activities			(174,444	)			(32,051	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable			283,075				32,000
Net Cash Provided by Financing Activities			283,075				32,000
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of resource property			(108,000	)			-
Net Cash Provided by Financing Activities			(108,000	)			-
Net Increase (Decrease) in Cash and Cash Equivalents			631				(51	)
Cash and Cash Equivalents, Beginning of Period			541				592
Cash and Cash Equivalents, End of Period		$	1,172			$	541
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
NON CASH TRANSACTIONS
Common stock issued for mineral property		$	140,000			$	-
Common stock issued for consulting fees		$	520,000			$	-

The accompanying notes are an integral part of these financial statements

24

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 1 – NATURE OF OPERATIONS

Century Cobalt Corp. (formerly First American Silver Corp.) was incorporated in the state of Nevada on April 29, 2008.  The Company’s principal office is located at 10100 Santa Monica Boulevard, Suite 300, Century City, California 90067.  The Company’s principal business activity is the identification and exploration of mineral properties for the purposes of discovering economical cobalt assets.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary Emperium 1 Holdings Corp.  Emperium 1 Holdings Corp. was incorporated as a wholly owned subsidiary on October 8, 2018 by the Company through the issuance of 100 common shares at $0.01 per share for proceeds of $1. As Emperium 1 Holdings Corp. is a holding company and, as such, has no accounts or activity.  The Company owns 100% of the issued and outstanding shares of Emperium 1 Holdings Corp.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.  See Note 3 regarding going concern matters.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At November 30, 2018 and November 30, 2017, respectively, the Company had $1,172 and $541 of unrestricted cash to be used for future business operations.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits may exceed the insured amount.  Management believes it has little risk related to the excess deposits.

25

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and note payable-related party. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “ Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2018, there have been no interest or penalties incurred on income taxes.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

26

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

Mineral Properties

Costs of exploration are expensed as incurred.  Mineral property acquisition costs are capitalized including licenses and lease payments.  Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Mineral properties are analyzed for impairment on an annual basis, or more often if warranted by circumstances. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present.

Capitalization

Only assets with a cost of $5,000 and a useful life of over 2 years are capitalized.  All other costs are expensed in the period incurred.

Reclassifications

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that Century Cobalt Corp., Inc. will continue as a going concern.  The Company has a working capital deficit, has not yet received revenue from sales of products or services, and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Without realization of additional debt or capital, it would be unlikely for the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by debt and equity financing.  It has sustained losses in all previous reporting periods with an inception to date loss of approximately $2,577,000 as of November 30, 2018. Management continues to seek funding from its shareholders and other qualified investors.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended November 30, 2018, filed with the Securities and Exchange Commission.

27

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 4 – PREPAID EXPENSES

Prepaid expenses include amounts paid to a consultant for future services and the OTCBB for prepaid listing fees.

Prepaid expenses are as follows:

Description		November 30, 2018				November 30, 2017
Consulting		$	8,620			$	-
Listing Fees			2,167				-
Total		$	10,787			$	-

NOTE 5 – RESOURCE PROPERTY

On August 7, 2018, we entered into an assignment agreement with Oriental Rainbow Group Ltd., in regards to the acquisition of certain mineral claims in Lemhi County, Idaho known as the “Idaho Cobalt Belt”.

 

Oriental Rainbow and Plateau Ventures LLC had entered into a purchase agreement dated September 4, 2017, wherein Oriental Rainbow had acquired from Plateau a 100% interest in the property, subject to certain subsequent payments and conditions.  The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims by issuing a further 500,000 common shares valued at $20,000 to Plateau Ventures LLC.  Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres.

 

Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares (issued) of common stock valued at $100,000 (the “Consideration Shares”). The Company has assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted shares of common stock, valued at $20,000, to Plateau upon listing on a recognized stock exchange (issued) and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasibility study on the property.  The vendor retains a 1% royalty on revenue derived from the sale of cobalt concentrate and other ore extracts from the property.  The Company has the option to purchase this 1% royalty at any time for $1,000,000 in cash or common shares.

NOTE 6 – FORGIVENESS OF DEBT

During the year ended November 30, 2018, a creditor of the Company waived a stale balance owing by the Company in the amount of $100,000.

 

28

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 7 – NOTES PAYABLE

Notes payable consisted of the following at November 30, 2018:

Date of Note		Note Amount				Interest Rate				Maturity Date		Collateral		Interest Accrued
May 1, 2016		$	292,866				8	%		May 1, 2017  (Default)		None		$	60,531
October 20, 2016		$	5,000				8	%		October 20, 2017 (Default)		None		$	845
January 9, 2017		$	9,000				8	%		January 9, 2018 (Default)		None		$	1,361
April 24, 2017		$	10,000				8	%		April 24, 2018 (Default)		None		$	1,282
June 19, 2017		$	7,000				8	%		June 19, 2018 (Default)		None		$	811
September 18, 2017		$	6,000				8	%		September 18, 2018 (Default)		None		$	576
January 5, 2018		$	10,000				8	%		January 5, 2019		None		$	721
April 17, 2018		$	30,000				8	%		April 17, 2019		None		$	1,493
July 27, 2018		$	31,700				12	%		July 27, 2019		None		$	1,313
August 15, 2018		$	108,000				12	%		August 15, 2019		None		$	3,800
September 7, 2018		$	15,000				12	%		July 31, 2020		None		$	415
September 12, 2018		$	20,500				12	%		August 15, 2020		None		$	532
September 27, 2018		$	10,000				12	%		July 31, 2020		None		$	210
October 10, 2018		$	42,000				12	%		July 31, 2020		None		$	704
November 20, 2018		$	7,905				12	%		July 31, 2020		None		$	26
November 20, 2018		$	7,970				12	%		July 31, 2020		None		$	26
Total		$	612,941											$	74,646

Notes payable transactions during the year ended November 30, 2018 consisted of the following:

Balance, November 30, 2017		$	329,866
Borrowings			283,075
Balance, November 30, 2018		$	612,941

Repayment schedule of notes payable is as follows:

 

Year Due		Principal				Interest				Total
2019		$	477,866			$	107,956			$	585,822
2020			135,075				30,372				165,447
Total		$	612,941			$	138,238			$	751,269

 

29

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

 

NOTE 8 – RELATED PARTY TRANSACTIONS

Notes payable owing to a related parties is $488,366 (2017: $329,866) and accrued interest owing to related parties is $71,231 (2017: $39,017).

As at November 30, 2018, accounts payable owing to stockholders and officers of the Company were $27,870 (2017: $12,085).

As at November 30, 2018, the Company owed $60,823 to its President and Director (2017: $Nil) and $34,817 to a Former President and Director (2017: $34,817).

During the year ended November 30, 2018, the Company paid $51,000 in consulting fees to it’s President and incurred $470,000 in consulting fees through the issuance of common stock.

NOTE 9 – CAPITAL STOCK

The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share.  As of November 30, 2018 no rights have been assigned to the preferred shares and the rights will be established upon issuance.

As at November 30, 2018, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share.

During the year-ended November 30, 2017, the Company recorded debt forgiveness gain of $37,257 from an amount that was owed to a former related party of the Company.  As such, the forgiveness of debt has been recorded to Additional Paid in Capital.

On August 7, 2018, the Company issued 2,500,000 common shares at $0.04 per share, valued at $100,000, as per a property acquisition agreement.

On September 10, 2018, the Company issued 500,000 at $0.04 per share, valued at $20,000, common shares as per a property acquisition agreement.

On September 13, 2018, the Company issued 250,000 at $0.04 per share, valued at $10,000, common shares pursuant to a consulting agreement.

On September 18, 2018, the Company issued 5,000,000 common shares, at $0.04 per share, valued at $200,000, pursuant to a consulting agreement.

On September 18, 2018, the Company exercised an option to acquire additional mineral properties through the issuance of 500,000 common shares at $0.04 per share for a total value of $20,000.

On October 19, 2018, the Company issued 2,500,000 common shares at $0.04 per share, valued at $100,000, pursuant to a consulting agreement.

As of November 30, 2018, the Company had 74,142,211 (November 30, 2017: 62,892,211) common shares outstanding.

30

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

 

NOTE 10 – INCOME TAXES

For the years ended November 30, 2018 and 2017, the Company has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $2,577,305 at November 30, 2018, and will begin to expire in the year 2028.

The provision for Federal income tax consists of the following as of November 30, 2018 and 2017:

		2018				2017
Federal income tax benefit attributable to:
Current operations		$	163,052			$	11,059
Less: valuation allowance			(163,052	)			(11,059	)
Net provision for Federal income taxes		$	-			$	-

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of November 30, 2018 and 2017:

		2018				2017
Deferred tax asset attributable to:
Net operating loss carryover		$	541,234			$	378,182
Less: valuation allowance			(541,234	)			(378,182	)
Net deferred tax asset		$	-			$	-

NOTE 11 – SUBSEQUENT EVENTS

On December 18, 2018, the Company received a loan of $25,000 bearing interest at 12% and due on July 31, 2020.

On January 24, 2019, the Company received a loan of $42,000 bearing interest at 12% and due on August 15, 2020.

On January 29, 2019, the Company issued 3,105,909 common shares to settle $341,650 in debt.

On February 18, 2019, the Company received a loan of $20,000 bearing interest at 12% and due on February 18, 2020.

On March 6, 2019, the Company received a loan of $10,000 bearing interest at 12% and due on August 15, 2020.

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 12 – RESTATEMENT

The August 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses.

The following table summarizes changes made to the August 31, 2018 balance sheet.

 

		August 31, 2018
		As Reported				Adjustment				As Restated
Balance Sheet:
Current Assets		$	236,693			$	(221,457	)		$	15,236
Resource Property			378,000				(130,000	)			248,000
Total assets		$	614,693			$	(351,457	)		$	263,236
Accounts payable		$	53,688			$	10,910			$	54,598
Accounts payable – related parties			32,635				12,740				45,375
Due to related party			97,513				(10,907	)			86,606
Accrued interest			-				886				886
Accrued interest – related party			60,282				2,993				63,275
Notes payable			-				41,700				41,700
Notes payable – related party			479,566				(11,700	)			467,866
Total liabilities			723,684				46,622				770,306
Common stock			65,392				-				65,392
Additional paid-in capital			1,429,375				(125,000	)			1,304,375
Common stock payable			310,120				(5,000	)			305,120
Accumulated deficit			(1,913,878	)			(268,079	)			(2,181,957	)
Total Stockholders’ Equity			(108,991	)			(398,079	)			(507,070	)
Total liabilities and stockholders’ equity		$	614,693			$	(351,457	)		$	263,236

The following table summarizes changes made to the nine months ended August 31, 2018 Statement of Operations.

		For the nine months ended August 31, 2018
		As Reported				Adjustment				As Restated
Operating expenses		$	191,745			$	264,200			$	455,945
Interest expense			21,265				3,879				25,144
Forgiveness of debt			(100,000	)			-				(100,000	)
Net Loss		$	(113,010	)		$	268,079			$	381,089

32

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CENTURY COBALT CORP.

(FORMERLY FIRST AMERICAN SILVER CORP.)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2018 AND 2017

NOTE 12 – RESTATEMENT (continued)

The May 31, 2018 financial statements are being restated to restate the value of consideration paid on the acquisition of a mineral property, allocate the expenses to the proper period according to services performed, correcting mineral properties, accounts payable, common stock, additional paid in capital and operating expenses.

The following table summarizes changes made to the May 31, 2018 balance sheet.

		May 31, 2018
		As Reported				Adjustment				As Restated
Balance Sheet:
Current Assets		$	5,924			$	(938	)		$	4,986
Deposit			591				-				591
Total assets		$	6,515			$	-			$	5,577
Accounts payable		$	69,894			$	(46,844	)		$	23,050
Accounts payable – related parties			7,085				7,425				14,510
Due to related party			38,170				11,256				49,426
Accrued interest			-				320				320
Accrued interest – related party			52,497				(610	)			51,887
Notes payable			-				10,000				10,000
Notes payable – related party			339,866				20,000				359,866
Total liabilities			507,512				1,547				509,059
Common stock			62,892				-				62,892
Additional paid-in capital			1,206,875				-				1,206,875
Common stock payable			15,120				-				15,120
Accumulated deficit			(1,785,884	)			(2,485	)			(1,788,369	)
Total Stockholders’ Equity			(500,997	)			(2,485	)			(503,482	)
Total liabilities and stockholders’ equity		$	6,515			$	-			$	5,577

The following table summarizes changes made to the six months ended May 31, 2018 Statement of Operations.

		For the six months ended May 31, 2018
		As Reported				Adjustment				As Restated
Operating expenses		$	71,536			$	2,775			$	74,311
Interest expense			13,480				(290	)			13,190
Forgiveness of debt			(100,000	)			-				(100,000	)
Net Income (Loss)		$	14,984			$	2,485			$	12,499

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On August 11, 2017, our Company accepted the resignation of KLJ & Associates, LLP as the Company’s independent registered public accounting firm.

The reports of KLJ & Associates, LLP on our financial statements as of and for the fiscal years ended November 30, 2016 and 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our ability to continue as a going concern.

During the fiscal years ended November 30, 2016 and 2015 and through August 11, 2017, there have been no disagreements with KLJ & Associates, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KLJ & Associates, LLP would have caused them to make reference thereto in connection with their report on the financial statements for such years.

On August 11, 2017 the Company engaged Michael Gillespie & Associates PLLC as its new independent registered public accounting firm.

This was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer and our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, including our president (our principal executive officer and our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of November 30, 2016, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.

Our management, including our president (our principal executive officer and our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our president (our principal executive officer and our principal financial and accounting officer) have concluded that our financial controls and procedures are effective at that reasonable assurance level.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of

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consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED FRAMEWORK. Our management has concluded that, as of November 30, 2018 our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of our company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management's report in this annual report.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting that occurred during the year ended November 30, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name		Position Held with the Company		Age		Date First Elected or Appointed
Alexander Stanbury		President, Chief Executive Officer, Secretary, Treasurer and Director		40		April 19, 2018

 

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BUSINESS EXPERIENCE

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

ALEXANDER STANBURY - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER AND DIRECTOR

Alexander Stanbury represents executive strengths across the fields of business development and consultation, corporate finance and the Natural Resources sector. Mr Stanbury has over a decade’s experience working across Sub-Saharan Africa and in 2011, he founded HASS Advisors Limited. Drawing on his experience and training, the consultancy firm provides guidance regarding growth strategies, project finance, and raising capital through institutional and private placements for companies within the Natural Resources sector.. Mr. Stanbury's prior corporate finance consultancy experience includes the origination and syndication of both private and public placements for companies within the Natural Resources sector for the boutique merchant bank Prosdocimi Limited. Earlier in his career, Mr. Stanbury served as Associate Director with the London-based investment bank Dawnay, Day Corporate Finance Limited, where he specialized in equity capital markets, M&A, and providing financial advisory services including research, analysis and transaction structuring and execution. Mr. Stanbury also gained hedge fund management experience through his time at the New York-based firm Lindemann Capital Partners LLP, and received training from the New York Institute of Finance.

Our company believes that Mr. Stanbury's professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended November 30, 2018, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and by our Bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

CODE OF ETHICS

On February 13, 2012, our board of directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our company's chief executive officer, president and chief financial officer (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

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1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.	compliance with applicable governmental laws, rules and regulations;

4.	the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and

5.	accountability for adherence to the Code of Ethics and Business Conduct.

Our Code of Ethics and Business Conduct requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Ethics and Business Conduct emphasizes that all employees have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Ethics and Business Conduct by another.

Our Code of Ethics and Business Conduct will be filed with the Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form 10-K. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Century Cobalt Corp., 11380 S. Virginia St., #2011, Reno, NV, 89511.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

·	our principal executive officer; and

·	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2018 and 2017

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

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SUMMARY COMPENSATION TABLE

 

Name and Principal Position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compen- sation ($)				Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)				All Other Compen- Sation ($)				Total ($)
Alexander Stanbury (1)		2018		$	51,000			$	Nil			$	470,000			$	Nil			$	Nil			$	Nil			$	Nil			$	521,000
President,
Chief
Executive
Officer,
Treasurer,
Secretary
and Director
Brian Goss (2)		2018		$	30,000			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil
Former President,		2017		$	Nil			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil			$	Nil
Chief
Executive
Officer,
Treasurer,
Secretary
and Director

 

(1)	Mr. Stanbury was appointed on April 19, 2018, upon the resignation of Mr. Goss.

(2)	Mr. Goss was appointed President, Chief Executive Officer, Secretary, Treasurer and as a Director on March 17, 2016 and resigned on April 19, 2018.

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

STOCK OPTION PLAN

On November 10, 2011, our directors approved the adoption of our 2011 Stock Option Plan, which permits our company to issue options to acquire up to 2,500,000 shares of our common stock by directors, officers, employees and consultants of our company.

STOCK OPTIONS/SAR GRANTS

During our fiscal year ended November 30, 2018 there were no options granted to our named officers or directors.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

No equity awards were outstanding as of the year ended November 30, 2018.

OPTION EXERCISES

During our Fiscal year ended November 30, 2018 there were no options exercised by our named officers.

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COMPENSATION OF DIRECTORS

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the SECURITIES EXCHANGE ACT OF 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER MANAGEMENT

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2018, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during fiscal 2018.

COMPENSATION COMMITTEE REPORT

None.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive officers or directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 11, 2019, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Class (1)
Alexander Stanbury		15,955,400		21%
Directors and Executive Officers as a Group		15,955,400		21%

 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed

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to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided .In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 11, 2019. As of April 11, 2019, there were 77,248,120 shares of our company's common stock issued and outstanding.

 

CHANGES IN CONTROL

 

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

 

DIRECTOR INDEPENDENCE

 

We currently act with one director, Alexander Stanbury. We have determined that he is not an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

 

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The aggregate fees billed for the most recently completed fiscal year ended November 30, 2018 and for the fiscal year ended November 30, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

		Year Ended
		November 30, 2018				November 30, 2017
Audit Fees		$	11,204			$	9,600
Audit Related Fees		$	0			Nil
Tax Fees		$	0			Nil
All Other Fees		$	11,204			$	9,600

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Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

(1) Financial statements for our company are listed in the index under Item 8 of this document

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

 

Exhibit Number			Description
	(3	)	(i) Articles of Incorporation; (ii) By-laws
	3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
	3.2		By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)
	3.3		Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
	3.4		Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).

 

	3.5		Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
	(10	)	Material Contracts
	10.1		Property Option Agreement between our company and All American Resources LLC with respect to the Mountain City claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
	10.2		Property Option Agreement between our company and All American Resources LLC with respect to the Eagan Canyon claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
	10.3		Property Option Agreement between our company and All American Resources LLC with respect to the Muncy Creek claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
	10.4		Mining Lease and Option to Purchase Agreement between our company, Pyramid Lake LLC and Anthony A. Longo dated April 15, 2011 (Incorporated by reference to our Current Report filed on Form 8-K on May 17, 2011).
	10.5		License and Assignment Agreement between Thomas J. Menning and our company dated September 16, 2011 (incorporated by reference to our Current Report filed on Form 8-K on October 14, 2011).

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	Exhibit Number		Description
	10.6		2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).
	10.8		Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
	(31	)	Rule 13a-14(a) / 15d-14(a) Certifications
	31.1	*	Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
	(32	)	Section 1350 Certifications
	32.1	*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
	101	*	Interactive Data File
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE			XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

 

*	Filed herewith.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			CENTURY COBALT CORP.
			(Registrant)
Dated: April 12, 2019			/s/ Alexander Stanbury
			Alexander Stanbury
			President, Treasurer, Secretary and Director
			(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: April 12, 2019			/s/ Alexander Stanbury
			Alexander Stanbury
			President, Chief Executive Officer, Secretary, Treasurer and Director
			(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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