What changed in this filing

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Item 1. Financial Statements

2024-07-11 compared with 2024-04-26 · 107 added, 80 removed, 196 unchanged (49% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

February 29, 2024

November 30, 2023

2 unchanged sentences

Total current assets

Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities

4 unchanged sentences

Total Liabilities

Commitments and contingencies

Stockholders’ deficit

Stockholders’ equity (deficit)

Preferred stock, authorized 100,000 shares, $ .001 par value, 100,000 and 0 shares

issued and outstanding, respectively

Common stock, authorized 1,000,000,000

shares, $ .001

par value, 464,333,691

and 514,333,691

shares issued and outstanding at February 29, 2024 and November 30, 2023 respectively

Common stock, authorized 1,000,000,000 shares, $ .001 par value, 502,233,691 and 514,333,691

shares issued and outstanding at May 31, 2024 ended November 30, 2023, respectively

Treasury stock

Additional paid in capital

Accumulated deficit

Accumulated earnings (deficit)

( 4,187,611 )

( 2,113,921 )

Total stockholders’ deficit

Total stockholders’ (deficit) equity

( 2,345,831 )

( 1,038,946 )

Total liabilities and stockholders’ deficit

Total liabilities and stockholders’ equity

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

1 unchanged sentence

Three Months Ended

February 29, 2024

February 28, 2023

Six Months Ended

Operating expenses

1 unchanged sentence

Legal and professional

Impairment of assets

Total operating expenses

Loss from operations

( 1,348,812 )

( 2,023,997 )

Other expense

2 unchanged sentences

$ ( 1,374,590 )

$ ( 539,140 )

$ ( 2,073,690 )

$ ( 567,131 )

Loss per share

Weighted average shares outstanding - basic

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months Ended February 29, 2024 and February 28, 2023

the Three and Six Months Ended May 31, 2024 and May 31, 2023

Total Stockholders’

Preferred Shares

Common Shares

Additional Paid in

Total Stockholders’

Balance at November 30, 2023

9 unchanged sentences

$ ( 1,191,596 )

Balance at November 30, 2022

Shares issued for cash

Shares to be purchased from shareholders

Cash received for shares to be issued

( 1,374,590 )

Balance at May 31, 2024

$ ( 435,000 )

$ ( 4,187,611 )

$ ( 2,345,831 )

Balance at November 30, 2022

$ ( 123,759 )

Balance at February 28, 2023

1 unchanged sentence

$ ( 151,750 )

Shares issued for cash

Purchase of treasury shares

Contribution from settlement of related party liabilities

Balance at May 31, 2023

$ ( 435,000 )

$ ( 690,890 )

$ ( 435,000 )

$ ( 690,890 )

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

February 29, 2024

February 28, 2023

Three Months Ended

February 29, 2024

February 28, 2023

Six Months Ended

Cash flows from operating activities

$ ( 2,073,690 )

Adjustments to reconcile net loss to net cash provided for (used in) operating activities:

$ ( 567,131 )

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of note discount

Impairment of assets

Changes in operating assets and liabilities

2 unchanged sentences

Accrued payroll - related party

Net cash provided for (used in) operating activities

Cash flows from investing activities

Purchase of intangible assets

Net cash used in investing activities

Net cash used in operating activities

Cash flows from financing activities

Cash received for shares issued

Cash received for shares to be issued

Treasury repurchase

Payment for cancelled shares

Proceeds from related party loan

Payments on related party loan

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of the period

Cash, end of the period

Cash, beginning of period

Cash, end of period

Cash paid for income taxes

Cash paid for interest

The accompanying

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

Supplemental schedule for non-cash investing and financing activities

Contribution from settlement of related party liabilities

Original issue discount on convertible note

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

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16 unchanged sentences

partners of the United States.

To implement this vision, the Company intends to operate four key business units as set forth below:

To implement this vision, the Company intends to operate three key business divisions as set forth below:

Mining, Processing & Refining:

a business engaged in sourcing, extraction, processing, refining, transporting and selling primary

minerals and metals;

a business engaged in sourcing, extraction, processing, transporting and selling primary minerals and metals;

Scrap & Recycling:

a business engaged in the collection, processing, transporting and selling of scrap, recycled and reused metals;

Government and Policy:

a business engaged in aligning USMM’s business with U.S.

Government and Defense Industrial Base:

a business engaged in aligning with U.S.

policy to facilitate participation in U.S.

government programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S.

National Defense Stockpile.

programs such as the creation and management of a Strategic Minerals Reserve as an enhancement of the U.S.

government’s National

Defense Stockpile.

2 – Going Concern

2 unchanged sentences

The Company had limited revenues and incurred losses during

the period ended February 29, 2024 and year ended November 30, 2023.

the six months ended May 31, 2024 and year ended November 30, 2023.

These conditions raise substantial doubt about the Company’s

21 unchanged sentences

Intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company operates as a single segment.

Company operates as a single segment.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

48 unchanged sentences

issued and if the additional common shares were dilutive.

Company had no additional dilutive securities outstanding at February 29, 2024 or February 28, 2023.

Company had no additional dilutive securities outstanding at May 31, 2024 or May 31, 2023.

stock transactions shall be deemed to be those transactions carried out by the Company which involve shares of the Company that grant

2 unchanged sentences

Issued Accounting Standards

the period ended February 29, 2024, there were several new accounting pronouncements issued by the FASB.

the six months ended May 31, 2024, there were several new accounting pronouncements issued by the FASB.

Each of these pronouncements,

14 unchanged sentences

5 — Equity Transactions

the three months ended February 29, 2024, the Company repurchased 50,000,000

shares owned by a shareholder for $ 5,000 .

These shares are being held in Treasury until cancelled.

the three months ended February 29, 2024, the Company received $ 553,100 for the issuance of 32,100,000 shares.

These shares have not

yet been issued.

the three months ended February 29, 2024, the Company terminated two consultants which resulted in the need to cancel 11,500,000 shares

pursuant to each of their consulting agreements.

the six months ended May 31, 2024, the Company repurchased 50,000,000 shares of common stock owned by a shareholder for $ 5,000 .

shares are being held in Treasury until cancelled.

the six months ended May 31, 2024, the Company issued 37,900,000 shares of common stock for cash received of $ 722,935 .

the six months ended May 31, 2024, the Company received $ 50,020 cash for the issuance of 700,000 shares of common stock.

have not been issued.

the six months ended May 31, 2024, the Company terminated two consultants which resulted in the need to cancel 11,500,000

shares pursuant to each of their consulting agreements.

These shares have not yet been cancelled.

When the shares are cancelled, the Company will pay the former consultants $ 1,150 .

6 — Related Party Transactions

the three months ended February 29 2024, the Company’s Executive Chairman loaned the Company $ 20,500 This

loan is recorded as a related party loan on the balance sheet.

At the periods ending February 29, 2024 and November 30 2023, the

balance due to the Executive Chairman was $ 619,500 and

the six months ended May 31, 2024, the Company’s Executive Chairman loaned the Company $ 127,500 .

The Company repaid $ 86,000

during the same time period.

This loan is recorded as a related party loan on the balance sheet.

At the periods ending May 31, 2024

and November 30 2023, the balance due to the Executive Chairman was $ 641,500

and $ 600,000 ,

respectively.

1 unchanged sentence

interest rate.

During the three months ended February 29, 2024, the Company paid $ 17,351 in

interest to the Executive Chairman.

At February 29, 2024, accrued interest payable due related to the loans from the Executive Chairman totaled $ 6,969 .

Note 7 – Note Payable

During the three months ended February 29, 2024, the Company entered into

a financing agreement for payment of D & O insurance.

The total note was $ 104,160 for 10 months.

During the three months ended February

29, 2024, the Company paid the downpayment of $ 26,227 and three monthly payments of $ 8,265 each.

During the six months ended May 31, 2024, the Company recorded $ 11,128 interest expense.

During the six months ended

May 31, 2024, the Company paid $ 17,352

in interest to the Executive Chairman.

At May 31, 2024, accrued interest payable due related to the loans from the Executive

Chairman totaled $ 11,128 .

7 – Note Payable

the six months ended May 31, 2024, the Company entered into a financing agreement for payment of D&O insurance.

The total note

was $ 104,160 for 10 months.

During the six months ended May 31, 2024, the Company paid the downpayment of $ 26,227 and six monthly payments

of $ 8,265 each.

The note has an interest rate of 12.99 %.

At May 31, 2024, the remaining balance on the loan

is $ 36,609 .

8 — Convertible Notes Payable

November 2023, the Company executed a series of 10% Convertible Notes payable to an institutional investor in the aggregate

principal amount of $ 1,080,000 .

Each of the four notes being in the amount of $ 270,000

and containing an original issue discount of $ 20,000

and legal fees of $ 10,000 .

On November 28, 2023, the Company received the first tranche amounting to $ 270,000

less $ 20,000

OID and $ 10,000

legal fees with a net receipt of $ 240,000 .

At the periods ended February 29, 2024 and November 30, 2023, the net balance of the Convertible Note payable was $ 255,000 and

$ 250,000 , respectively.

During the three months ended February 29, 2024, the Company recorded $ 6,750

interest expense and $ 5,000 OID

amortization which was recorded as interest expense.

November 2023, the Company executed a series of 10 % Convertible Notes payable to an institutional investor in the aggregate principal

amount of $ 1,080,000 .

The maturity date is November 30, 2024.

Each of the four notes being in the amount of $ 270,000 and containing an

original issue discount of $ 20,000 and legal fees of $ 10,000 .

On November 28, 2023, the Company received the first tranche amounting

to $ 270,000 less $ 20,000 OID and $ 10,000 legal fees with a net receipt of $ 240,000 .

At the periods ended May 31, 2024 and November 30,

2023, the net balance of the Convertible Note payable was $ 260,000 and $ 250,000 , respectively.

During the six months ended May 31, 2024,

the Company recorded $ 13,500 interest expense and $ 10,000 OID amortization which was recorded as interest expense.

9 — Subsequent Events

to February 29, 2024, the Company received $ 100,320 for the purchase of 4,200,000 shares of common stock.

to May 31, 2024, the Company has received $ 681,780 for the purchase of 12,112,500 shares of common stock.

to May 31, 2024, the Company, on June 26, 2024, appointed Mr.

Douglas MacLellan, a seasoned international business executive, to the

Board of Directors.

He will be an independent director and will chair the Audit and Compensation Committees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements