UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2020

☐ 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, Los Angeles, CA		90067
(Address of principal executive offices)		(Zip Code)

(310) 772-2209

(Registrant’s telephone number, including area code)

______________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of exchange

on which registered

Common Stock

CCOB

OTC Pink

Preferred Stock

N/A

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 9, 2021, there were 87,075,750 shares of common stock outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with:

·	Risks related to our business, including:
	·	we have a history of losses;
	·	our auditors have raised substantial doubts about our ability to continue as a going concern;
	·	we have a working capital deficit and need to raise additional capital to continue our business model;
	·	the adverse impact of COVID-19 on our company; and
	·	our reliance on our sole officer and director.
·	Risks related to regulation applicable to our industry, including:
	·	compliance with existing laws and regulations and possible future changes in laws and regulations; and
	·	any failure to protect personal data;
·	Risks related to the ownership of our securities, including:
	·	the applicability of penny stock rules; and
	·	material weaknesses in our internal control over financial reporting; and

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K/A for the fiscal year ended November 30, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2021 and our other filings with the SEC. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

All references in this report to the “Company”, “Century Cobalt”, “we”, “us,” or “our” are to Century Cobalt Corp., a Nevada corporation and our wholly-owned subsidiary Emperium 1 Holdings Corp., a Nevada corporation.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and nine-month period ended August 31, 2020 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

CENTURY COBALT CORP.
CONSOLIDATED BALANCE SHEETS

	August 31, 2020			November 30, 2019
	(Unaudited)
Assets
Current assets:
Cash	$	79		$	4,076
Prepaid expenses		122,950			101,849
Total current assets		123,029			105,925

Other assets
Resource property		248,000			248,000
Total other assets		248,000			248,000

Total Assets	$	371,029		$	353,925

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	265,175		$	107,188
Accounts payable - related parties		182,856			97,195
Accrued interest		75,681			39,179
Accrued interest - related parties		60,778			38,519
Due to related parties		60,823			60,823
Notes payable - current portion		174,575			174,575
Notes payable to related parties - current portion		280,869			267,500
Convertible note, net of discount of $14,383 and $8,615 at August 31, 2020 and November 30, 2019, respectively		256,474			122,018
Total current liabilities		1,357,231			906,997

Long term liabilities:

Convertible note, net of discount of $-0- and $29,750 at August 31, 2020 and November 30, 2019, respectively		-			99,591
Total long term liabilities		-			99,591

Total liabilities		1,357,231			1,006,588

Commitments and contingencies		-			-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 20,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of August 31, 2020 and November 30, 2019		-			-
Common stock, $0.001 par value, 3,500,000,000 shares authorized, 79,061,929 and 78,941,929 issued and outstanding as of August 31, 2020 and November 30, 2019		79,062			78,942
Additional paid-in capital		2,270,384			2,261,538
Common stock payable		366,128			247,358
Accumulated other comprehensive loss		(24,876	)		(15,254	)
Accumulated deficit		(3,676,900	)		(3,225,247	)
Total stockholders' equity (deficit)		(986,202	)		(652,663	)

Total Liabilities and Stockholders' equity (deficit)	$	371,029		$	353,925

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

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CENTURY COBALT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	August 31, 2020			August 31, 2019			August 31, 2020			August 31, 2019

Operating expenses:
Accounting and legal	$	4,693		$	4,255		$	14,678		$	32,941
Transfer agent and filing fees		4,508			6,866			14,365			17,147
Consulting		75,600			115,025			205,067			186,513
Exploration		33,228			-			100,527			32,923
General and administrative		14,230			19,758			36,573			62,604
Total operating expenses		132,259			145,904			371,210			332,128

Net operating income (loss)		(132,259	)		(145,904	)		(371,210	)		(332,128	)

Other income (expense):
Interest expense		(26,924	)		(24,759	)		(80,443	)		(49,164	)
Debt forgiveness		-			-			-			14,251
Total Other income (expense)		(26,924	)		(24,759	)		(80,443	)		(34,913	)

Net loss	$	(159,183	)	$	(170,663	)	$	(451,653	)	$	(367,041	)

Basic and diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		79,061,929			77,248,120			78,996,911			76,806,038

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

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CENTURY COBALT CORP.
CONSOLIDATED STATEMENTS OF COMPREHSIVE LOSS (UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	August 31, 2020			August 31, 2019			August 31, 2020			August 31, 2019

Net loss	$	(159,183	)	$	(170,663	)	$	(451,653	)	$	(367,041	)
Other comprehensive gain (loss):
Foreign currency translation adjustment		(21,556	)		-			(9,622	)		-
Total comprehensive loss	$	(180,739	)	$	(170,663	)	$	(461,275	)	$	(367,041	)

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

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CENTURY COBALT CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

														Accumulated
									Additional		Common			Other						Total
	Common Stock				Preferred Stock				Paid-In		Stock			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Payable			Loss			Deficit			Deficiency

For the nine months ended August 31, 2019

Balance at November 30, 2018		74,142,211	$	74,142		-	$	-	$	1,815,625	$	55,120		$	-		$	(2,577,305	)	$	(632,418	)

Conversion of debt to common stock		3,105,909		3,106						338,543											341,649
Shares earned for stock options										14,932											14,932
Discount on convertible notes payable										12,654											12,654
Common Stock to be issued												102,008									102,008
Net loss																		(367,041	)		(367,041	)

Balance at August 31, 2019 (unaudited)		77,248,120	$	77,248		-	$	-	$	2,181,754	$	157,128		$	-			(2,944,346	)	$	(528,216	)

For the three months ended August 31, 2019

Balance at May 31, 2019 (unaudited)		77,248,120	$	77,248		-	$	-	$	2,163,128	$	85,120		$	-			(2,773,683	)	$	(448,187	)

Shares earned for stock options		-								5,972											5,972
Discount on convertible notes payable										12,654											12,654
Common Stock to be issued												72,008									72,008
Net loss															-			(170,663	)		(170,663	)

Balance at August 31, 2019 (unaudited)		77,248,120	$	77,248		-	$	-	$	2,181,754	$	157,128		$	-			(2,944,346	)	$	(528,216	)

For the nine months ended August 31, 2020

Balance at November 30, 2019		78,941,929	$	78,942		-	$	-	$	2,261,538	$	247,358		$	(15,254	)	$	(3,225,247	)	$	(652,663	)

Issuance of common stock for stock subscription		120,000		120						5,860		(5,980	)								-
Shares earned for stock options										2,986											2,986
Common Stock to be issued												124,750									124,750
Other comprehensive income (loss)															(9,622	)					(9,622	)
Net loss															-			(451,653	)		(451,653	)

Balance at August 31, 2020 (unaudited)		79,061,929	$	79,062		-	$	-	$	2,270,384	$	366,128		$	(24,876	)		(3,676,900	)	$	(986,202	)

For the three months ended August 31, 2020

Balance at May 31, 2020 (unaudited)		79,061,929	$	79,062		-	$	-	$	2,270,384	$	347,528		$	(3,320	)		(3,517,717	)	$	(824,063	)

Shares payable for services												18,600									18,600
Other comprehensive income (loss)															(21,556	)					(21,556	)
Net loss																		(159,183	)		(159,183	)

Balance at August 31, 2020 (unaudited)		79,061,929	$	79,062		-	$	-	$	2,270,384	$	366,128		$	(24,876	)		(3,676,900	)	$	(986,202	)

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

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CENTURY COBALT CORP.
CONSOLDIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

	For the Nine Months Ended
	August 31, 2020			August 31, 2019
				(Restated)
Cash flows from operating activities:
Net income (loss)	$	(451,653	)	$	(367,041	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of debt		-			(14,250	)
Stock based compensation		22,321			113,086
Debt discount interest		23,982			1,454
Changes in operating assets and liabilities:
Prepaid expenses		(21,101	)		(136,161	)
Accounts payable		157,676			55,206
Accounts payable expenses - related parties		85,661			34,819
Accrued expenses		34,208			24,723
Accrued expenses - related parties		22,254			22,987
Net cash used in operating activities		(126,652	)		(265,177	)

Cash flows from financing activities
Proceeds from stock subscriptions		105,415			-
Proceeds from notes payable		-			50,000
Proceeds from notes payable to related parties		12,580			72,000
Proceeds from convertible notes payable		2,050			190,025
Net cash provided by financing activities		120,045			312,025

Net increase (decrease) in cash		(6,607	)		46,848
Effect of foreign exchange adjustment		2,610			-
Cash - beginning of the year		4,076			1,172
Cash - end of the year	$	79		$	48,020

Supplemental disclosures:
Interest paid	$	-		$	-
Income taxes	$	-		$	-

Non-cash transactions:
Discount on convertible notes payable	$	-		$	12,654
Conversion of notes payable and accrued interest to common stock	$	-		$	341,649
Issuance of common stock for stock subscription	$	5,980		$	-

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

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CENTURY COBALT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2020

NOTE 1 – NATURE OF OPERATIONS

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business, and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three and nine months ended August 31, 2020 are not necessarily indicative of the results of operations for the full year. These unaudited financial statements and related footnotes should be read in conjunction with the amended consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended November 30, 2019 filed with the Securities and Exchange Commission on May 13, 2021.

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 (“US 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 August 31, 2020 and November 30, 2019, respectively, the Company had $79 and $4,076 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.

Prepaid Expenses

The Company considers all items incurred for future services to be prepaid expenses.

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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.

Valuation of Long-Lived and Intangible Assets

We assess the impairment of long-lived assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future.

Concentrations of Credit Risk

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

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. After December 15, 2018, the scope of Topic 718, Compensation—Stock Compensation, was expanded to include share-based payments issued to nonemployees for goods and services. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

Total stock-based compensation amounted to $18,600 and $80,319 for the three months ended August 31, 2020 and 2019, respectively, and $22,321 and $113,086 for the nine months ended August 31, 2020 and 2019, respectively.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2020, 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.

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Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The convertible debt to common shares and unissued stock earned could potentially amount to approximately 13,881,000 additional shares issued by the Company. The Company's convertible notes and unissued shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses for the three and nine months ended August 31, 2020 and 2019.

Foreign Currency Translation

The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign transactions into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign transactions into the U.S. dollar reporting currency at the exchange rate on the date of the transaction. Accumulated translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss).

Recent Accounting Pronouncements

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. This analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective as of November 5, 2018. The adoption of this final rule did not have a material impact on the financial statements.

In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Income Statement Reporting, Comprehensive Income (Topic 220). Effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has adopted 2018-02 and determined there was no material impact on the financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the effect ASU 2019-12 will have on the consolidated financial statements and related disclosures.

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In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

Mineral Properties

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

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

Capitalization

Only assets with a cost of $5,000 and a useful life of over 1 year 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 $3,676,900 as of August 31, 2020. Management continues to seek funding from its shareholders and other qualified investors.

NOTE 4 – PREPAID EXPENSES

Prepaid expenses include the prepayment of the annual mining claims renewal fees and the OTCBB prepaid listing fees.

Prepaid expenses are as follows:

	August 31, 2020		November 30, 2019
Annual mining claims renewal fees	$	122,950	$	99,683
Listing Fees		-		2,166
Total	$	122,950	$	101,849

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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. The value of the claims was $248,000 at August 31, 2020 and November 30, 2019 and recorded at resource property in the accompanying consolidated balance sheets. The Company perform an annual impairment test at November 30, 2019 and determined an impairment charge was not necessary.

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. As of August 31, 2020 and November 30, 2019, respectively, the Company has invested $248,000 into the above-mentioned mineral claims. These amounts are reported in the accompanying consolidated balance sheet.

On April 1, 2019, the Company signed a six-month Option Agreement for sole and exclusive right and option to explore and evaluate the battery material (manganese + nickel + copper + cobalt) potential for property in the Chamberlain area of South Dakota, USA. The optionor provides the property free and clear of all liens, charges, encumbrances, claims, rights, or interest of any person subject to incurring or funding expenditures up to an aggregate of $10,000 within six months of signing this agreement. On April 1, 2019, the Company granted to the optionor 163,132 unregistered shares of the Company stock worth $20,000 or $0.1226 per shares (based on the 30-day average closing price as of April 1, 2019). At the end of the six-month period, the Company has the right to extend the option period for 3 months by issuing the optionor an additional $20,000 of unregistered shares of the Company’s common based on the 30 days average closing price on the date of the extension. At any time during the option periods, both parties agree to work towards signing a binding Exploration and Development Agreement in the event the initial exploration results on the subject properly prove encouraging. The Company may terminate the agreement with 30 days written notice to the optionor. The options expired in October 2019 and was not renewed

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NOTE 6 – NOTES PAYABLE

Notes payable consisted of the following at August 31, 2020:

Date of Note	Principal Amount at Issuance ($)		Interest Rate			Maturity Date	Interest Accrued ($)
May 1, 2016 (1)		-		8	%	May 1, 2017		-
October 20, 2016 (2)		5,000		8	%	October 20, 2017		1,546
January 9, 2017 (2)		9,000		8	%	January 9, 2018		2,623
April 24, 2017 (2)		10,000		8	%	April 24, 2018		2,685
June 19, 2017 (2)		7,000		8	%	June 19, 2018		1,794
September 18, 2017 (2)		6,000		8	%	September 18, 2018		1,418
January 5, 2018 (2)		10,000		8	%	January 5, 2019		2,124
April 17, 2018 (2)		30,000		8	%	April 17, 2019		5,701
July 27, 2018 (2)		31,700		12	%	July 27, 2019		7,983
August 15, 2018 (2)		108,000		12	%	August 15, 2019		26,523
September 7, 2018 (2)		15,000		12	%	July 31, 2020		3,570
September 12, 2018 (2)		20,500		12	%	August 15, 2020		4,845
September 27, 2018 (2)		10,000		12	%	July 31, 2020		2,314
October 10, 2018 (2)		42,000		12	%	July 31, 2020		9,541
November 20, 2018 (2)		7,905		12	%	July 31, 2020		1,690
November 20, 2018 (2)		7,970		12	%	July 31, 2020		1,703
December 18, 2018 (2)		25,000		12	%	July 31, 2020		5,112
January 24, 2019 (2)		42,000		12	%	August 15, 2020		8,078
February 18, 2019 (2)		20,000		12	%	February 18, 2020		3,682
March 6, 2019 (2)		10,000		12	%	August 15, 2020		1,788
May 3, 2019 (2)		25,000		12	%	July 31, 2020		3,994
July 1, 2019		33,423		10	%	September 30, 2020		5,582
July 15, 2019		33,423		10	%	September 30, 2020		5,453
July 31, 2019		33,423		10	%	September 30, 2020		5,307
August 30, 2019 (3)		106,952		10	%	April 16, 2021		12,886
September 3, 2019		20,054		10	%	September 30, 2020		2,997
September 4, 2019 (3)		26,738		10	%	April 16, 2021		3,186
October 8, 2019		10,695		10	%	September 30, 2020		1,496
November 6, 2019		4,011		10	%	September 30, 2020		529
July 10, 2020		13,369		5	%	June 18, 2021		95
March 3, 2020		2,139		10	%	April 16, 2021		213
Grand Total		726,300						136,459

(1)	On January 8, 2019, the Company agreed to convert principal and interest of $341,650 into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. In-addition, the Company recognized $14,251 income from debt forgiveness for the portion of the Promissory note accrued interest not converted to the Company’s common stock. The Company calculated the fair value of the beneficial conversion feature on the debt modification as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of modification. The fair value of the conversion provision in connection with the note on the date of modification was $-0-.
(2)	The Company is not compliant with the repayment terms of the notes payable.
(3)	Interest partially paid by Company prior to November 30, 2019 for $3,883.

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Convertible notes payable consisted of the following at August 31, 2020:

On July 30, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($253,900) for funding working capital requirements. The promissory note has a maturity date of October 30, 2020, an interest rate of 10% and a conversion rate of $0.08 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn six installments against the loan facility for an aggregate of $130,633. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,654, and was recorded as debt discount. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $156,391 and $141,458 at August 31, 2020 and November 30, 2019, respectively.

On August 14, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($241,220) for funding working capital requirements. The promissory note has a maturity date of April 30, 2021, an interest rate of 10% and a conversion rate of $0.03 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn two installments against the loan facility for an aggregate of $129,340. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $34,853, and was recorded as debt discount. The debt discount was amortized through the term of the note. During the three months ended May 31, 2020, the Company received a third installment for $2,050. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. The unpaid balance including accrued interest was $152,114 and $135,144 at August 31, 2020 and November 30, 2019, respectively.

As of August 31, 2020, the total short-term loans - convertible amounted to $308,505 which includes $37,649 of accrued interest. The conversion price of the note was fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion option of the note was not considered a derivative liability. The beneficial conversion features of certain convertible notes are at a price below fair market value. The Company recorded interest expense on the debt discount of $7,994 and $1,454 for the three months ended August 31, 2020 and 2019, respectively, $23,982 and $1,454 for the nine months ended August 31, 2020 and 2019, respectively, in the accompanying consolidated statements of operations. The unamortized debt discount was $14,383 and $38,365 at August 31, 2020 and November 30, 2019, respectively.

Notes payable and convertible notes payable transactions during the nine months ended August 31, 2020 consisted of the following:

Balance, November 30, 2019	$	692,164
Borrowings		12,580
Plus, foreign exchange adjustment		21,556
Balance, August 31, 2020	$	726,300

Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following:

Fiscal year ended November 30, 2020	$	590,471
Fiscal year ended November 30, 2021		135,829
Total	$	726,300

NOTE 7 – RELATED PARTY TRANSACTIONS

On August 31, 2020, notes payable owing to related parties was $280,869 (November 30, 2019: $267,500) and accrued interest owing to related parties was $60,778 (November 30, 2019: $38,519).

As at August 31, 2020, accounts payable and compensation owing to stockholders and officers of the Company were $182,856 (November 30, 2019: $97,195).

As at August 31, 2020, the Company owed $60,823 to its President and Director (November 30, 2019: $60,823).

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On September 11, 2018, the Company signed a Consulting Agreement for the Company’s Chief Operating Officer (COO) beginning August 1, 2018 through December 31, 2020. Effective April 1, 2018, the COO is compensated £200 (approximately $250) for each day performing services to the Company (approximately one day per week). Effective August 1, 2018, the COO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $10,000 or $0.04 per share. On February 1, 2019 the CCO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $36,750 or $0.147 share. On August 1, 2019 the CCO was compensated with 250,000 unregistered shares of the Company’s common stock valued at $24,375 or $0.0975 share. The cash compensation amounted to $-0- and $7,341 for the three months ended August 31, 2020 and 2019, respectively, and $4,578 and $15,063 for the nine months ended August 31, 2020 and 2019, respectively.

On September 17, 2018, the Company signed a three-year Consulting Agreement for the Company’s President. Effective June 1, 2018, the President is compensated $8,500 per month for an aggregate of $102,000 per year. Effective August 1, 2018, the President was compensated with 5,000,000 unregistered shares of the Company’s common stock valued at $200,000 or $0.04 per share. In addition, on August 1 of each year for this agreement, the President will be compensated with 1,000,000 unregistered shares of the Company’s common stock. On August 1, 2018, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $40,000 or $0.04 share. On August 1, 2019, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $97,500 or $0.975 share. Effective August 1, 2019, the President compensation was increased to $15,000 per month for an aggregate of $180,000 per year. On August 1, 2020, 1,000,000 unregistered shares of the Company’s common stock were earned by the Company’s President. The shares were valued at $18,600 or $0.0186 share. The cash compensation amounted to $45,000 and $32,000 for the three months ended August 31, 2020 and 2019, respectively, and $135,000 and $83,000 for the nine months ended August 31, 2020 and 2019, respectively.

NOTE 8 – CAPITAL STOCK

The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share. As of August 31, 2020, no rights have been assigned to the preferred shares and the rights will be established upon issuance.

As at August 31, 2020, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share.

On January 8, 2019, the Company agreed to convert principal and interest of $341,650 from a Related Party Promissory Note Payable into 3,105,909 unregistered shares of the Company’s common stock to fully satisfy the obligation. The common stock was valued at $0.11 per share. The Company recognized a gain of $14,251 for debt forgiveness on the notes payable in the accompanying consolidated statements of operations.

On February 1, 2019, the Company granted 250,000 at $0.147 per share, valued at $36,750, unregistered common shares pursuant to a consulting agreement for the Company’s Chief Operating Officer (COO). As of August 31, 2020, the shares have not been issued to the COO.

On April 1, 2019, the Company granted 163,132 at $0.1226 per share, valued at $20,000, unregistered common shares as per an option agreement to explore and evaluate the battery materials in South Dakota. See Note 5. As of August 31, 2020, the shares have not been issued to the individual.

On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or .0998 per share. The consultant has earned 25,699 shares valued at $735 or $0.286 per share for the nine months ended August 31, 2020 and 80,052 shares valued at $7,633 or $0.0953 per share at November 30, 2019, for an aggregate of 105,751 shares valued at $8,362 or $0.07913 per share. As of August 31, 2020, the shares have not been issued to the consultant.

On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. As of August 31, 2020, the shares have not been issued to the Company’s president.

On August 1, 2019, the Company granted 250,000 at $0.0975 per share, valued at $24,375, unregistered common shares for services to the Company for the Company’s Chief Operating Officer (COO). As of August 31, 2020, the shares have not been issued to the Company’s COO.

On October 8, 2019, the Company issued a stock subscription for 120,000 unregistered shares of the Company’s common stock to an investor. The shares were valued at $5,980 or $0.05 per share. The subscription amount was funded on October 9, 2019. On April 27, 2020, the Company issued 120,000 unregistered shares of the Company’s common stock to the investor. The Company used the proceeds for working capital.

On November 13, 2019, the Company issued a stock subscription for 1,693,809 unregistered shares of the Company’s common stock to an investor. The shares were valued at $40,652 or $0.024 per share. The subscription amount was funded on November 13, 2019. The shares were issued to the investor on November 26, 2019. The Company used the proceeds for working capital.

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On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. As of August 31, 2020, the shares have not been issued to the investor. The Company used the proceeds for working capital.

On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. As of August 31, 2020, the shares have not been issued to the Company’s president.

On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. As of August 31, 2020, the shares have not been issued to the investor. The Company used the proceeds for working capital.

As of August 31, 2020, the Company had 79,061,929 (November 30, 2019: 78,941,929) common shares issued and outstanding.

NOTE 9 – MATERIAL CONTRACTS

On January 9, 2019, the Company entered an agreement with a consultant to head the Company’s Advisory Board to provide essential prospective on technology and public policy developments that are shaping the cobalt markets. In addition, the consultant will provide press releases, additional messaging and focus on exploring potential relationships with major cobalt users. The agreement terminates on December 31, 2019. After December 31, 2019, the agreement automatically renews unless the Company or consultant provide 30 days written notice. The consultant is compensated with a $5,000 retainer which commences the first of the month following the completion of the Company’s next capital raise. In addition, the Company granted the consultant a three-year option to purchase 250,000 shares of the Company’s unregistered common stock at $0.10 per share. The option vested as to 100,000 shares on the grant date, vests 100,000 shares on August 9, 2019 and 50,000 on January 9, 2020. The fair value of the option was $23,891. The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value option with the following assumptions:

Risk-free interest rate		2.54	%
Expected life (in years)		3
Expected volatility		310.6	%
Grant date fair value	$	.097

On March 11, 2019, the Company signed a twelve-month lease agreement for a four-bedroom living unit. The lease starts on April 1, 2019 and ends on March 31, 2020. The monthly rental is $1,200 and an aggregate of $14,400 over the term of the lease. The lease terminated on March 31, 2020 and was not renewed.

On April 2, 2019, the Company signed a twelve-month lease agreement for office space. The lease starts on 1 July, 2019 and ends on 30 June, 2020. The monthly rental is $730 and an aggregate of $8,761 over the term of the lease. The lease was renewed on a twelve-month lease agreement ending on June 30, 2021 for $770 per month and an aggregate of $9,240 over the term of the lease.

The rent expense recognized was $4,727 and $6,910 for three months ended August 31, 2020 and 2019, respectively, and $12,950 and $18,090 for the nine months ended August 31, 2020 and 2019, respectively.

On September 14, 2019, the Company entered an agreement with a consultant as the Company's Business Development Director including such other management advisory services as may be reasonably requested by the Company. The agreement terminates on August 31, 2021. The consultant is compensated with $4,000 a month beginning September 1, 2019. For three months ended August 31, 2020, the Consultant has earned $12,000 and for nine months ended August 31, 2020, the Consultant has earned $36,000.

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NOTE 10 – SUBSEQUENT EVENTS

Subsequent to August 31, 2020, the Company has drawn an additional six (6) installments for $158,876 under a loan agreement dated On June 18, 2020 with a related party. The loan bears interest at 5% and has a maturity date of June 18, 2021. As of June 9, 2021, the Company has drawn seven (7) installments under the agreement for an aggregate of $168,456.

On December 1, 2020, Lester Kemp resigned as COO of the Company. Mr. Kemp will continue to the support the Company in other capacities.

On January 11, 2021, the Company issued a stock subscription for 176,966 unregistered shares of the Company’s common stock to pay a past due balance from one of the Company’s vendors. The shares were valued at $5,309 or $0.03 per share. The shares were issued to the vendor on April 19, 2021.

On March 17, 2021 the Company signed an option agreement together with Block Commodities Limited to acquire a 70 percent interest in a Medicinal Cannabis license granted to Magnus Cannabis Group Limited (“Magnus”) by the government of Zimbabwe. Block Commodities Ltd. is listed on the Aquis Stock Exchange, trading with ticker code BLCC.PL (“BLCC”).

The acquiring parties will each hold 35 percent. The stake in the Magnus license, will secure supply of medicinal grade cannabis for the production of Nutraceuticals.

The option is for an exclusivity period of 90 days to complete the Acquisition. The proposed terms of the Acquisition are as follows:

	·	Payment of an Option fee of £50,000 (approximately $69,000), to be apportioned equally between the acquiring parties, and

	·	Payment by BLCC of £1,500,000 (approximately $2,095,000) through the issue of 2,142,857,142 fully paid ordinary shares in BLCC (valued at 0.07p, per share) upon exercise of the option, and contemporaneously the payment by CCOB of £1.5m of CCOB fully paid ordinary shares, price based on a 30-day VWAP (using the US$/GB£ closing middle market exchange rate published by Bloomberg on the day immediately prior to completion).

On March 18, 2021, the Company issued 2,000,000 unregistered shares of the Company’s common stock to the Company’s CEO. The shares were earned on August 1, 2018 and August 1, 2019 from a consulting agreement with the Company’s CEO. The shares were valued at $137,500 or $0.0688 per share.

On May 21, 2021, the Company issued 1,750,000 unregistered shares of the Company’s common stock to the Company’s COO. The shares were earned on May 21, 2021 from a consulting agreement with the Company’s COO. The shares were valued at $40,425 or $0.0231 per share.

On May 21, 2021, the Company issued 1,000,000 unregistered shares of the Company’s common stock to the Company’s CEO. The shares were earned on August 1, 2020 from a consulting agreement with the Company’s CEO. The shares were valued at $18,600 or $0.0186 per share.

The Company has evaluated all events occurring subsequently to these financial statements through June 9, 2021 and determined there were no other items to disclose.

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NOTE 11 – RESTATEMENT

The August 31, 2019 financial statements are being restated to reclassify the annual mining claim renewal fee from other assets to current assets and reclassify two promissory notes payable from long-term to short-term, correcting current assets, resource property, notes payable, notes payable – related party, long-term notes payable and long-term notes payable to related parties.

The following table summarizes changes made to the August 31, 2019 statements of cash flow:

	Nine Months Ended August 31, 2019
Cash flows from operating activities:	As Reported			Adjustment			As Restated
Net income (loss)		(367,041	)		-			(367,041	)
Adjustments to reconcile net loss to net cash used in operating activities:					-
Forgiveness of debt		(14,250	)		-			(14,250	)
Stock based compensation		113,086			-			113,086
Debt discount interest		1,454			-			1,454
Changes in operating assets and liabilities:					-
Prepaid expenses		(3,251	)		(132,910	)		(136,161	)
Accounts Payable		55,206			-			55,206
Accounts payable expenses - related parties		34,819			-			34,819
Accrued expenses		24,723			-			24,723
Accrued expenses - related parties		22,987			-			22,987
Net cash used in operating activities		(132,267	)		(132,910	)		(265,177	)

Cash flows from investing activities:
Acquisition of resource properties		(132,910	)		132,910			-
Net cash used in investing activities		(132,910	)		132,910			-

Cash flows from financing activities
Proceeds from notes payable to related parties		20,000			52,000			72,000
Proceeds from notes payable		-			50,000			50,000
Proceeds from notes payable - long term to related parties		52,000			(52,000	)		-
Proceeds from notes payable - long term		50,000			(50,000	)		-
Proceeds from convertible notes payable		190,025			-			190,025
Net cash provided by financing activities		312,025			-			312,025

Net increase (decrease) in cash		46,848			-			46,848
Cash - beginning of the year		1,172			-			1,172
Cash - end of the year		48,020			-			48,020

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

The following discussion of our financial condition and results of operations for the three and nine months ended August 31, 2020 and 2019 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our Annual Report on Form 10-K/A for the fiscal year ended November 30, 2019, as filed with the SEC on May 13, 2021, this report, and our other filings with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.

General Overview

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

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

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

Our name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 16, 2010, on which date we adopted the new stock symbol "FASV".

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

Our Current Business

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 feasibility study on the property.

Century Cobalt’s, acreage, known as the “Emperium Cobalt Project,” as noted above totals 12,980 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. As of March 2020, the Company’s land position has been reduced to 694 claims.

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On March 17, 2021 we executed on an opportunity to expand our asset base and change our strategic focus. Pursuant to this, the company, together with Block Commodities Limited, it entered into an option agreement to acquire 70 percent interest (the “Acquisition”) in a Medicinal Cannabis license granted to Magnus Cannabis Group (Private) Limited (“Magnus”) by the government of Zimbabwe. Block Commodities Ltd. is listed on the Aquis Stock Exchange, trading with ticker code BLCC.PL (“BLCC”).

The acquiring parties will each hold 35 percent. The stake in the Magnus license, will secure supply of medicinal grade cannabis for the production of Nutraceuticals.

The option is for an exclusivity period of 90 days to complete the Acquisition. The proposed terms of the Acquisition are as follows:

	·	Payment of an Option fee of £50,000 (approximately $69,000), to be apportioned equally between the acquiring parties, and

	·	Payment by BLCC of £1,500,000 (approximately $2,095,000) through the issue of 2,142,857,142 fully paid ordinary shares in BLCC (calculated at 0.07p per share) upon exercise of the option, and contemporaneously the payment by CCOB of £1.5m of CCOB fully paid ordinary shares, price based on a 30-day VWAP (using the US$/GB£ closing middle market exchange rate published by Bloomberg on the day immediately prior to completion).

We believe that this opportunity will enhance shareholder value over the longer term.

Given the foregoing, we had been exploring further options regarding the monetization of its Emperium Cobalt Project, which may include the sub-licensing or sale of the assets. Further to these efforts, on March 17, 2021, we signed an MOU and entered into discussions with UK-based Technology Minerals Limited (“Technology Minerals”) for Technology Minerals to acquire the Company’s entire interest (“the assets”) in the Emperium Cobalt Project.

Technology Minerals is comprised of mining assets and a major recycling group, laying the foundations for the UK’s first meaningful green circular economy in the battery industry and is currently in the process of becoming a UK-listed Company on the on the Standard List of the London Stock Exchange, by way of a Reverse Take Over.

Technology Minerals will extract the raw materials required for Li-ion Battery cathodes and then help solve the ecological issue of spent Li-ion batteries by recycling them for reuse by battery manufacturers.

To date, as noted herein, Century Cobalt has focused on exploring and developing its large Emperium Cobalt Project to take advantage of the growing demand for secure, domestic cobalt supplies, but the Directors believe that a sale of its assets to Technology Minerals represents an attractive and quicker route to monetize the Project.

If the negotiations are successful and the sale of the Project is completed, the Company will change its strategic direction and focus on the above noted medicinal cannabis license opportunity in partnership with its UK listed partner, Block Commodities Limited.

Results of Operations

Three Months Ended August 31, 2020 Compared to the Three Months Ended August 31, 2019

Revenue

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

Net loss

We had a net loss of $159,183 for the three-month period ended August 31, 2020 which was $11,480 lower than the net loss of $170,663 for the three-month period ended August 31, 2019. The change in our net loss over the two periods are primarily a result of an approximate $39,000 decrease in consulting fees and stock-based compensation paid primarily to our president and COO, , an approximately $5,000 decrease in general administrative expenses from travel, rent expense, and other expenses and an approximate $2,000 decrease in professional fees from reduced public company reporting activity , offset by an approximate $33,000 increase in exploration fees for potential mining operations and an approximate $2,000 increase in interest expense from our new loans to support the business.

Nine Months Ended August 31, 2020 Compared to the Nine Months Ended August 31, 2019

Revenue

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

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Net loss

We had a net loss of $451,653 for the nine-month period ended August 31, 2020 which was $84,612 higher than the net loss of $367,041 for the nine-month period ended August 31, 2019. The change in our net loss over the two periods are primarily a result of an approximate $68,000 increase in exploration fees for potential mining operations, an approximate $31,000 increase in interest expense from our new loan to support the business, an approximate $18,000 increase in consulting fees and stock-based compensation paid primarily to our president and COO, and an $14,000 debt forgiveness during the nine months ended August 31, 2019, offset by an approximately $29,000 decrease in general administrative expenses from travel, rent expense, and other expenses and an approximate $18,000 decrease in professional fees from reduced public company reporting activity.

Liquidity and Capital Resources

Our balance sheet as of August 31, 2020 reflects current assets of $123,029. We had cash in the amount of $79 and working capital deficit of $1,234,202 as of August 31, 2020. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2020 was $126,652, a $138,525 decrease from the $265,177 net cash outflow during the nine months ended August 31, 2019 as a result of the Company’s decreased activity from our operations.

Financing Activities

Cash provided by financing activities during the nine months ended August 31, 2020 was $120,045 as compared to $312,025 in cash provided by financing activities during the nine months ended August 31, 2019 from two stock subscriptions and promissory notes payable from corporations and related parties.

We estimate that our operating expenses and working capital requirements for the 12 months ended November 30, 2021 to be as follows:

Estimated Net Expenditures During The Next Twelve Months

Expense	Cost

General and administrative expenses	$	25,000
Management and administrative costs	$	300,000
Legal Fees	$	10,000
Auditor Fees	$	15,000
Exploration	$	150,000
Total	$	500,000

Of the $500,000 that we require for the next 12 months, we had $79 in cash as of August 31, 2020 and a working capital deficit of $1,234,202. 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.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

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Future Financings

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

We incorporate by reference the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K/A for the fiscal year ended November 30, 2019 as filed with the SEC on May 13, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 1, 2018, the Company granted 1,000,000 unregistered common shares, at $0.04 per share, valued at $40,000, to the Company’s president pursuant to a consulting agreement for annual share compensation. The Shares were issued to the Company’s president on March 18, 2021.

On February 1, 2019, the Company granted 250,000 at $0.147 per share, valued at $36,750, unregistered common shares pursuant to a consulting agreement for the Company’s Chief Operating Officer (COO). As of June 9, 2021, the shares have not been issued to the COO.

On April 1, 2019, the Company granted 163,132 at $0.1226 per share, valued at $20,000, unregistered common shares as per an option agreement to explore and evaluate the battery materials in South Dakota. See Note 5. As of June 9, 2021, the shares have not been issued to the individual.

On June 5, 2019, the Company entered into an agreement with a consultant to provide finance and accounting services to the Company. The Consultant is compensated with a combination of cash and unregistered shares of the Company’s common stock. In addition, the consultant was granted 50,000 shares of the Company’s common stock valued at $4,990 or .0998 per share. As of June 9, 2021, the consultant has earned an aggregate of 557,253 shares valued at $15,535 or $0.0279 per share. As of June 9, 2021, the shares have not been issued to the consultant.

On August 1, 2019, the Company granted 1,000,000 unregistered common shares, at $0.0975 per share, valued at $97,500, to the Company’s president pursuant to a consulting agreement for annual share compensation. The Shares were issued to the Company’s president on March 18, 2021.

On August 1, 2019, the Company granted 250,000 at $0.0975 per share, valued at $24,375, unregistered common shares for services to the Company for the Company’s Chief Operating Officer (COO). As of June 9, 2021, the shares have not been issued to the Company’s COO.

On October 8, 2019, the Company issued a stock subscription for 120,000 unregistered shares of the Company’s common stock to an investor. The shares were valued at $5,980 or $0.05 per share. The subscription amount was funded on October 9, 2019. The shares were issued to the investor on April 27, 2020. The Company used the proceeds for working capital.

On December 23, 2019, the Company issued a stock subscription for 912,310 unregistered shares of the Company’s common stock to an investor. The shares were valued at $45,616 or $0.05 per share. The subscription amount was funded on December 24, 2019. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.

On February 3, 2020, the Company issued a stock subscription for 2,174,545 unregistered shares of the Company’s common stock to an investor. The shares were valued at $59,800 or $0.0275 per share. The subscription amount was funded on February 7, 2020. The shares were issued on May 21, 2021 to the investor. The Company used the proceeds for working capital.

On August 1, 2020, the Company granted 1,000,000 unregistered common shares, at $0.0186 per share, valued at $18,600, to the Company’s president pursuant to a consulting agreement for annual share compensation. The shares were issued on May 21, 2021 to the Company’s president.

On May 21, 2021, the Company awarded 1,750,000 unregistered common shares, at $0.0231 per share, valued at $45,425, to the Company’s former COO as a bonus for services to the Company. The shares were issued on May 21, 2021 to the Company’s former COO.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Description

(3)		(i) Articles of Incorporation; (ii) By-laws

3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).

3.2		By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)

3.3		Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).

3.4		Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).

3.5		Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).

3.6		Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on June 25, 2018).

(10)		Material Contracts

10.1		2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).

10.2		Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).

10.3		Assignment Agreement dated effective August 7, 2018 between Oriental Rainbow Group Ltd. and Century Cobalt Corp. (incorporated by reference to our Current Report filed on Form 8-K on August 14, 2018).

10.4		Consulting Agreement with Alexander Stanbury, dated September 14, 2018. (incorporated by reference to Exhibit 10.10 to our Quarterly Report filed on Form 10-Q on October 22, 2018).

10.5		Consulting Agreement with Lester Kemp, dated September 11, 2018. (incorporated by reference to Exhibit 10.11 to our Quarterly Report filed on Form 10-Q on October 22, 2018).

10.6		On September 14, 2019, the Company entered a consulting agreement with Mathew McGahan for Business Development including other management advisory services (incorporated to our Annual Report filed on Form 10-K/A on May 13, 2021).

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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CENTURY COBALT CORP.
		(Registrant)

Dated: June 9, 2021		/s/ Alexander Stanbury
		Alexander Stanbury
		President, Chief Executive Officer, Treasurer, Secretary and Director
`		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Century Cobalt Corp. 10-Q