UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2018

Or

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

For the transition period from  ________________to ________________

Commission File Number 000-54327

 
CENTURY COBALT CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
98-0579157
(State or other jurisdiction of incorporation or organization)
 
(IRS 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)

FIRST AMERICAN SILVER CORP.
(Former name, former address and former fiscal year, if changed since last report)

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. [X] YES [  ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 [X]  NO

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

Large accelerated filer  
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
Emerging growth company
[X]

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) [X] YES [  ] NO
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

74,142,211 common shares issued and outstanding as of October 22, 2018
 
 

TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
3
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
12
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
17
     
Item 4.
Controls and Procedures
17
     
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
17
     
Item 1A.
Risk Factors
17
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
     
Item 3.
Defaults Upon Senior Securities
18
     
Item 4.
Mine Safety Disclosures
18
     
Item 5.
Other Information
18
     
Item 6.
Exhibits
18
     
SIGNATURES
 
20
 

2

 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Our unaudited interim financial statements for the three and nine month periods ended August 31, 2018 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
 
 
3

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
BALANCE SHEETS
AUGUST 31, 2018


   
August 31, 2018
   
November 30, 2017
 
   
(unaudited)
       
ASSETS
           
             
Current Assets
           
Cash
 
$
165
   
$
541
 
Prepaid expenses
   
236,528
     
-
 
Total Current Assets
   
236,693
     
541
 
                 
Other Assets
               
Resource property
   
378,000
     
-
 
Reclamation bond
   
-
     
591
 
Total Other Assets
   
378,000
     
591
 
                 
Total Assets
 
$
614,693
   
$
1,132
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Current Liabilities
               
Accounts payable
 
$
53,688
   
$
106,328
 
Accounts payable – related parties
   
32,635
     
7,085
 
Accrued interest – related parties
   
60,282
     
39,017
 
Due to related parties
   
97,513
     
34,817
 
Notes payable to related parties – current portion
   
479,566
     
329,866
 
Total Current Liabilities
   
723,684
     
517,113
 
                 
Stockholders’ Equity (Deficit)
               
Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding
   
-
     
-
 
Common stock, par value $0.001, 3,500,000,000 shares authorized, 65,392,211 shares issued and outstanding (62,892,211  – 2017)
   
65,392
     
62,892
 
Additional paid-in capital
   
1,429,375
     
1,206,875
 
Common stock payable
   
310,120
     
15,120
 
Accumulated deficit
   
(1,913,878
)
   
(1,800,868
)
Total Stockholders’ Equity (Deficit)
   
(108,991
)
   
(515,981
)
                 
Total Liabilities and Stockholders' Equity (Deficit)
 
$
614,693
   
$
1,132
 



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

4

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2018 AND 2017
(unaudited)


   
Three Months
Ended
August 31, 2018
   
Three Months
Ended
August 31, 2017
   
Nine Months
Ended
August 31, 2018
   
Nine Months
Ended
August 31, 2017
 
                                 
REVENUES
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
OPERATING EXPENSES
                               
Accounting and legal
   
21,222
     
3,707
     
40,133
     
14,056
 
Transfer agent and filing fees
   
5,196
     
1,410
     
10,730
     
7,871
 
Consulting
   
48,063
     
-
     
79,743
     
-
 
Exploration
   
9,842
     
-
     
9,842
     
-
 
General and administrative
   
35,886
     
413
     
51,297
     
505
 
TOTAL OPERATING EXPENSES
   
120,209
     
5,530
     
191,745
     
22,432
 
                                 
LOSS FROM OPERATIONS
   
(120,209
)
   
(5,530
)
   
(191,745
)
   
(22,432
)
                                 
OTHER INCOME (EXPENSES)
                               
Interest expense
   
(7,785
)
   
(6,500
)
   
(21,265
)
   
(18,743
)
Forgiveness of debt
   
-
     
-
     
100,000
     
-
 
TOTAL OTHER INCOME (EXPENSE)
   
(7,785
)
   
(6,500
)
   
78,735
     
(18,743
)
                                 
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX
   
(127,994
)
   
(12,030
)
   
(113,010
)
   
(41,175
)
                                 
PROVISION FOR INCOME TAX
   
-
     
-
     
-
     
-
 
                                 
NET INCOME (LOSS)
 
$
(127,994
)
 
$
(12,030
)
 
$
(113,010
)
 
$
(41,175
)
                                 
LOSS PER SHARE: BASIC AND DILUTED
 
$
0.00
   
$
(0.00
)
 
$
0.00
   
$
(0.00
)
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
                               
BASIC AND DILUTED
   
63,496,607
     
62,806,567
     
63,096,676
     
62,806,567
 




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

5

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2018 AND 2017
(unaudited)


   
Nine Months
Ended
August 31, 2018
   
Nine Months
Ended
August 31, 2017
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
 
$
(113,010
)
 
$
(41,175
)
Adjustment for non-cash working capital item
               
Forgiveness of debt
   
(100,000
)
   
-
 
Write off of reclamation bond
   
591
     
-
 
Consulting fees issued for stock
   
18,889
     
-
 
Changes in operating assets and liabilities:
               
Prepaid expenses
   
(5,417
)
   
-
 
Accounts payable
   
72,910
     
(3,276
)
Accrued expenses
   
21,265
     
18,743
 
Due to related parties
   
62,696
     
-
 
Net Cash Used in Operating Activities
   
(42,076
)
   
(25,708
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from notes payable
   
149,700
     
26,000
 
Net Cash Provided by Financing Activities
   
149,700
     
26,000
 
                 
CASH FLOWS USED IN INVESTING ACTIVITIES
               
Acquisition of resource property
   
(108,000
)
   
-
 
Net Cash Provided by Financing Activities
   
(108,000
)
   
-
 
                 
Net Increase (Decrease) in Cash and Cash Equivalents
   
(376
)
   
292
 
Cash and Cash Equivalents, Beginning of Period
   
541
     
592
 
                 
Cash and Cash Equivalents, End of Period
 
$
165
   
$
884
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for income taxes
 
$
-
   
$
-
 
Cash paid for interest
 
$
-
   
$
-
 

NON CASH TRANSACTIONS
           
Common stock issued for mineral property
 
$
270,000
   
$
-
 
Common stock issued for consulting fees
 
$
250,000
   
$
-
 




The accompanying notes are an integral part of these financial statements
 

6

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2018
(unaudited)


NOTE 1 – NATURE OF OPERATIONS

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 2018 and November 30, 2017, respectively, the Company had $165 and $541 of unrestricted cash to be used for future business operations.

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

7

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2018


NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2018, there have been no interest or penalties incurred on income taxes.

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

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

8

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2018
 
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
 
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

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

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

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

NOTE 3 – GOING CONCERN

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

The Company’s activities to date have been supported by debt and equity financing.  It has sustained losses in all previous reporting periods with an inception to date loss of approximately $1,913,000 as of August 31, 2018. Management continues to seek funding from its shareholders and other qualified investors.

The results for the three and nine months ended August 31, 2018 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended November 30, 2017, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2018 and for the related periods presented.
 
9

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2018


NOTE 4 – PREPAID EXPENSES

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

Prepaid expenses are as follows:

Description
 
August 31, 2018
   
November 30, 2017
 
             
Consulting
 
$
231,111
   
$
-
 
Listing Fees
   
5,417
     
-
 
Total
 
$
236,528
   
$
-
 

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.  Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres.
 
Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares (issued) of common stock (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 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.

NOTE 6 – NOTES PAYABLE TO RELATED PARTIES

Notes payable consisted of the following at August 31, 2018:

Date of Note
   
Note Amount
   
Interest Rate
     
Maturity Date
   
Collateral
   
Interest Accrued
 
                                         
May 1, 2016
   
$
292,866
     
8
%
   
May 1, 2017  (Default)
   
None
   
$
54,690
 
October 20, 2016
   
$
5,000
     
8
%
   
October 20, 2017 (Default)
   
None
   
$
745
 
January 9, 2017
   
$
9,000
     
8
%
   
January 9, 2018 (Default)
   
None
   
$
1,182
 
April 24, 2017
   
$
10,000
     
8
%
   
April 24, 2018 (Default)
   
None
   
$
1,083
 
June 19, 2017
   
$
7,000
     
8
%
   
June 19, 2018 (Default)
   
None
   
$
672
 
September 18, 2017
   
$
6,000
     
8
%
   
September 18, 2018 (Default)
   
None
   
$
456
 
January 5, 2018
   
$
10,000
     
8
%
   
January 5, 2019
   
None
   
$
522
 
July 27, 2018
   
$
31,700
     
12
%
   
July 27, 2019
   
None
   
$
364
 
August 15, 2018
   
$
108,000
     
12
%
   
August 15, 2019
   
None
   
$
568
 
Total
   
$
479,566
                           
$
60,282
 

 
10

CENTURY COBALT CORP.
(FORMERLY FIRST AMERICAN SILVER CORP.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2018


NOTE 6 – NOTES PAYABLE TO RELATED PARTIES (continued)

Notes payable transactions during the nine months ended May 31, 2018 consisted of the following:

Balance, November 30, 2017
 
$
329,866
 
Borrowings
   
149,700
 
Balance, August 31, 2018
 
$
479,566
 

NOTE 7 – FORGIVENESS OF DEBT

During the period ended August 31, 2018, a creditor of the Company waived a stale balance owing by the Company in the amount of $100,000.

NOTE 8 – RELATED PARTY TRANSACTIONS

Notes payable owing to a related party is $479,566 (2017: $329,866).

Accrued interest owing to a related party is $60,282 (2017: $39,017).

Accounts payable owing to stockholder of $32,635 (2017: $7,085).

As at August 31, 2018, the Company owed $97,513 to its former President and Director (2017: $34,817).

During the three and nine months ended August 31, 2018, the Company paid $25,500 in consulting fees to it’s President.

NOTE 9 – CAPITAL STOCK

The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share.  As of May 31, 2018 no rights have been assigned to the preferred shares and the rights will be established upon issuance.

As at August 31, 2018, the Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share.

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

On August 7, 2018, the Company issued 2,500,000 common shares as per a property acquisition agreement.

As of August 31, 2018, we had 65,392,211 (November 30, 2017: 62,892,211) common shares outstanding.

NOTE 10 – SUBSEQUENT EVENTS

On September 10, 2018, we issued 500,000 common shares to retire common stock payable.

On September 13, 2018, we issued 250,000 common shares to retire common stock payable.

On September 18, 2018, we issued 5,500,000 common shares to retire common stock payable.

On October 19, 2018, we issued 2,500,000 common shares to retire common stock payable .
 
Subsequent to the period end, the Company has received an aggregate of $87,500 of loans which are unsecured, non-interest bearing and have no specific terms of repayment.
 
11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
FORWARD LOOKING STATEMENTS
 
 
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean First American Silver Corp., unless otherwise indicated.
 
General Overview
 
We were incorporated in the State of Nevada on April 29, 2008, under the name "Mayetok, Inc.".  As Mayetok, Inc. we were engaged in the development of a website to market vacation properties in the Ukraine.
 
On June 8, 2010, we initiated a one (1) old for 35 new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 to 3,500,000,000 shares of common stock and the issued and outstanding increased from 2,200,000 shares of common stock to 77,000,000 shares of common stock, all with a par value of $0.001.
 
Also on June 8, 2010, we changed our name from "Mayetok, Inc." to "First American Silver Corp.", by way of a merger with our wholly owned subsidiary First American Silver Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties. As of June 2010, we had abandoned our former business plan of seeking to market vacation properties.
 
Our name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 16, 2010, on which date we adopted the new stock symbol "FASV".
 
On June 18, 2018, we changed our name from "First American Silver Corp." to “Century Cobalt Corp”, by way of a merger with our wholly owned subsidiary Century Cobalt Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties. Our name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 18, 2018, on which date we adopted the new stock symbol "CCOB”
 
12

 
Our Current Business
 
On August 7, 2018, we entered into an assignment agreement with Oriental Rainbow Group Ltd., in regards to the acquisition of certain mineral claims in Lemhi County, Idaho known as the “Idaho Cobalt Belt”.
 
Oriental Rainbow and Plateau Ventures LLC had entered into a purchase agreement dated September 4, 2017, wherein Oriental Rainbow had acquired from Plateau a 100% interest in the property, subject to certain subsequent payments and conditions.  The claims comprising the property (649 claims) initially totaled approximately 12,980 acres, subject to an option under the purchase agreement for the acquisition of additional claims.  Such option had been exercised with additional claims acquired, resulting in a total of 695 claims comprising approximately 13,900 acres.

Oriental Rainbow has assigned its interest in the property to us in consideration for 2,500,000 restricted shares of common stock (the “Consideration Shares”). We have assumed all of Oriental Rainbow’s obligations under the purchase agreement, which material obligations include: the issuance of up to 500,000 restricted shares of common stock to Plateau upon listing on a recognized stock exchange; and paying Plateau $1,000,000 in four equal staged payments upon completion of a positive feasiblity study on the property.
 
On September 14, 2018, we entered into a consulting agreement with Alexander Stanbury, whereby Mr. Stanbury agreed to provide consulting services to us regards to his position is our President and Chief Executive Officer. The agreement has a three year term, commencing August 1, 2018.  As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Stanbury by issuing 5,000,000 restricted common shares of our capital stock.  In addition, Mr. Stanbury will be receiving a salary of $102,000 per annum and shall be entitled to receive an additional 1,000,000 common shares on each anniversary of the effective date of the agreement.   Prior to August 1, 2018, the Company had a verbal agreement with Mr. Stanbury whereby he would bill the Company $8,500 per month which included June 2018 and July 2018.

Prior thereto on September 11, 2018 we entered into a consulting agreement with Lester Kemp, whereby Mr. Kemp agreed to provide services as our Chief Technical Officer. The agreement has term expiring December 31, 2020, with the term having commenced on August 1, 2018. As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Kemp by issuing 250,000 restricted common shares of our capital stock.  In addition, Mr. Kemp shall be entitled to receive an additional 250,000 common shares after six months from the effective date of the agreement.
 
Results of Operations
 
Three Months Ended August 31, 2018 Compared to the Three Months Ended August 31, 2017

We had a net loss of $127,994 for the three month period ended August 31, 2018 which was $115,964 more than the net loss of $12,030 for the three month period ended August 31, 2017. The change in our results over the two periods is a result of increases in exploration, consulting, professional and general and administrative expenses.

The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended August 31, 2018 and August 31, 2017:

   
Three Months
Ended
August 31, 2018
   
Three Months
Ended
August 31, 2017
   
Change Between
Three Month
Periods Ended
August 31, 2018 and
August 31, 2017
 
                         
Accounting and legal
 
$
21,222
   
$
3,707
   
$
17,515
 
Consulting fees
   
48,063
     
-
     
48,063
 
Transfer agent and filing fees
   
5,196
     
1,410
     
3,786
 
Exploration
   
9,842
     
-
     
9,842
 
General and administrative
   
35,886
     
413
     
35,473
 
Interest/Other (income) expense
   
7,785
     
6,500
     
1,285
 
Net loss
 
$
127,994
   
$
12,030
   
$
115,964
 
 
13

 
Nine months Ended August 31, 2018 Compared to the Nine months Ended August 31, 2017
 
We had a net loss of $113,010 for the nine month period ended August 31, 2018, which was $71,835 more than the net loss of $41,175 for the nine month period ended August 31, 2017. The change in our results over the two periods is a result of increases in exploration, consulting, professional and general and administrative expenses.
 
The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended August 31, 2018 and August 31, 2017:
 
   
Nine months
Ended
August 31, 2018
   
Nine months
Ended
August 31, 2017
   
Change Between
Nine month
Periods Ended
August 31, 2018 and
August 31, 2017
 
                         
Accounting and legal
 
$
40,133
   
$
14,056
   
$
26,077
 
Consulting fees
   
79,743
     
-
     
79,743
 
Transfer agent and filing fees
   
10,730
     
7,871
     
2,859
 
Exploration
   
9,843
     
-
     
9,843
 
General and administrative
   
51,297
     
505
     
50,792
 
Interest/Other (income) expense
   
(78,735
)
   
18,743
     
(94,478
)
Net loss
 
$
113,010
   
$
41,175
   
$
71,835
 
 
Revenue
 
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
 
Liquidity and Capital Resources
 
Our balance sheet as of August 31, 2018 reflects current assets of $236,693.  We had cash in the amount of $165 and a working capital deficit in the amount of $486,991 as of August 31, 2018 We have insufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
 
Working Capital
 
   
At
August 31, 2018
   
At
November 30 2017
 
                 
Current assets
 
$
236,693
   
$
541
 
Current liabilities
   
723,684
     
517,113
 
Working capital
 
$
(486,991
)
 
$
(516,572
)

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

Cash Flows
 
 
 
Nine months Ended
 
 
 
August 31, 2018
   
August 31, 2017
 
                 
Net cash (used in) operating activities
 
$
(42,076
)
 
$
(25,708
)
Net cash (used in) investing activities
   
(108,000
)
 
Nil
 
Net cash provided by (used in) financing activities
   
149,700
     
26,000
 
Net (decrease) in cash during period
 
$
(376
)
 
$
292
 
 
14

 
 
Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2018 was $42,076, an increase of $16,368 from the $25,708 net cash outflow during the nine months ended August 31, 2017.

Investing Activities

Cash used in investing activities during the nine months ended August 31, 2018 was $108,000, which was a $108,000 increase from the $Nil cash used in investing activities during the nine months ended August 31, 2017.   The  increase was a result of expenditures related to the acquisition of a resource property.

Financing Activities

Cash used in financing activities during the nine months ended August 31, 2018 was $149,700 as compared to $26,000 in cash provided by financing activities during the nine months ended August 31, 2017.

We estimate that our operating expenses and working capital requirements for the next 12 months to be as follows:

Estimated Net Expenditures During The Next Twelve Months

Payments due under property purchase agreement
  $ 108,000  
General and administrative expenses
    180,000  
Professional fees
    60,000  
Total
  $ 348,000  

To date we have relied on proceeds from the sale of our shares in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares.  We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be approximately $2,000 per month.   Due to our current cash position of approximately $165 as of August 31, 2018, we estimate that we have insufficient cash to sustain our basic operations for the next twelve months.

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

Future Financings

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). Our company has adopted a December 31 fiscal year end.
 

15

Cash and Cash Equivalents

Our company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 2018 and November 30, 2017, respectively, we had $165 and $541 of unrestricted cash to be used for future business operations.

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

Concentrations of Credit Risk

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

Stock-based Compensation

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

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

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is our company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2018, there have been no interest or penalties incurred on income taxes.

Use of Estimates

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

Revenue Recognition

Our company is in the exploration stage and has yet to realize revenues from operations. Once our company has commenced operations, we will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by our customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
 
16


 
Basic Income (Loss) Per Share

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

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

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

C hanges in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

On September 14, 2018, we entered into a consulting agreement with Alexander Stanbury, whereby Mr. Stanbury agreed to provide consulting services to us regards to his position is our President and Chief Executive Officer. The agreement has a three year term, commencing August 1, 2018.  As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Stanbury by issuing 5,000,000 restricted common shares of our capital stock.  In addition, Mr. Stanbury will be receiving a salary of $102,000 per annum and shall be entitled to receive an additional 1,000,000 common shares on each anniversary of the effective date of the agreement.   Prior to August 1, 2018, the Company had a verbal agreement with Mr. Stanbury whereby he would bill the Company $8,500 per month which included June 2018 and July 2018.
 

17

Prior thereto on September 11, 2018 we entered into a consulting agreement with Lester Kemp, whereby Mr. Kemp agreed to provide services as our Chief Technical Officer. The agreement has term expiring December 31, 2020, with the term having commenced on August 1, 2018. As compensation for entering into the agreement and providing such consulting services, we have agreed to compensate Mr. Kemp by issuing 250,000 restricted common shares of our capital stock.  In addition, Mr. Kemp shall be entitled to receive an additional 250,000 common shares after six months from the effective date of the agreement.

Pursuant to the above consulting agreements, we have issued an aggregate of 5,250,000 shares of our common stock to two non- US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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
          
 
10.6
   
2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).
          
 
10.8
   
Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
          
 
10.9
   
$7,000 Convertible Promissory Note dated October 15, 2015 issued to Consorcio Empresarial Vesubio SA  (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
 
18

 
 
 
 
Exhibit
Number
   
 
Description
          
  10.10     Consulting Agreement with Alexander Stanbury dated September 14, 2018
         
  10.11     Consulting Agreement with Lester Kemp dated September 11, 2018
         
 
(31
)
 
Rule 13a-14(a) / 15d-14(a) Certifications
          
 
31.1
*
 
Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
          
 
(32
)
 
Section 1350 Certifications
          
 
32.1
*
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
          
 
101
*
 
Interactive Data File
          
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
   
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herewith
 
19

 
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:  October 22, 2018
  /s/ Alexander Stanbury  
   
Alexander Stanbury
   
President, Chief Executive Officer, Treasurer, Secretary and Director
   
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 
 
20
Exhibit 10.10
 
Exhibit 10.11

Exhibit 31.1
 
CERTIFICATION
 
I, Alexander Stanbury, certify that:
 
1.
I have reviewed this report on Form 10-Q

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
Dated:  October 22, 2018
  /s/ Alexander Stanbury  
   
Alexander Stanbury
   
President, Chief Executive Officer, Treasurer, Secretary and Director
   
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 
Exhibit 32.1

CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of First American Silver Corp. (the “Company”) for the period ended August 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alexander Stanbury, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
Dated:  October 22, 2018
  /s/ Alexander Stanbury  
   
Alexander Stanbury
   
President, Chief Executive Officer, Treasurer, Secretary and Director
   
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.