PureBase Corp - Annual Report: 2013 (Form 10-K)

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Nevada	27-2060863
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
40 Warren Street, Floor 3
Charlestown, MA	02129-3608
(Address of principal executive offices)	(Zip Code)

None	N/A
Title of each class	Name of each exchange on which registered

	Large accelerated filer	o     (Do not check if a smaller reporting  company)	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

	●	the uncertainty that we will not be able to generate revenues from our website;
	●	risks related to the large number of established and well-financed entities that we are competing with;

	●	risks related to the failure to successfully manage or achieve growth of our business; and
	●	other risks and uncertainties related to our business strategy.

 

 

 

 

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

 

 

 

 

 

1.	$40,000 in connection with our development of our website and marketing efforts;
2.	$10,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and

		Year Ended				Year Ended
		December 31,				December 31,
		2013				2012
Revenue		$	-			$	-
Operating Expenses			38,900				2,900
Net Loss		$	38,900			$	2,900

 

 

 

		Year Ended				Year Ended
		December 31,				December 31,
		2013				2012
General & Administrative		$	38,900			$	2,900
Total Expenses		$	38,900				2,900

		As at				As at				Percentage
		December 30, 2013				December 30, 2012				Increase / (Decrease)
Current Assets		$	400			$	39,500				(98.98	%)
Current Liabilities		$	1,100			$	-				100	%
Working Capital		$	(700)			$	39,500				(101.77	%)

Cash Flows

		Year Ended				Year Ended				Percentage
		December 31, 2013				December 31, 2012				Increase / (Decrease)
Cash used in Operating Activities		$	(39,100	)		$	(2,900	)			1241.37	%
Cash from Financing Activities		$	-			$	22,000				(100	%)
Net Increase (Decrease) in Cash		$	(39,100	)		$	19,100				N/A

 

 

 

 

 
 

 
 

 

 

 

 

		December 31,				December 31,
		2013				2012
Assets
Current assets
Cash		$	400			$	39,500
Total current assets			400				39,500
Other assets			1,300				-
Total assets		$	1,700			$	39,500
Liabilities and Stockholders’ Equity
Liabilities
Current liabilities		$	1,100			$	-
Total liabilities		$	1,100			$	-
Commitments and contingencies (Note 5)
Stockholders’ Equity		$	-			$	-
Preferred Stock, $0.001 par value; 10,000,000 authorized, 0 shares issued and outstanding
Common Stock, $ 0.001 par value; 65,000,000 shares
authorized; 3,050,000 shares issued and outstanding		$	3,050			$	3,050
Additional paid in capital			43,950				43,950
Accumulated deficit			(46,400	)			(7,500	)
Stockholders’ equity			600				39,500
Total liabilities and stockholders’ equity		$	1,700			$	39,500

 

 

 

 

 

 

 

										Period From
										Inception,
		Year				Year				March 2, 2010 (Inception),
		Ended				Ended				through
		December 31,				December 31,				December 31,
		2013				2012				2013
Operating expenses:
General and administrative		$	38,900			$	2,900			$	46,400
Total operating expenses			38,900				2,900				46,400
Loss from operations			(38,900	)			(2,900	)			(46,400	)
Net loss		$	(38,900	)		$	(2,900	)		$	(46,400	)
Basic and Diluted Loss Per Share		$	(0.0128	)		$	(0.0006	)		$	(0.0021	)
Weighted average common shares
outstanding - basic and diluted			3,050,000				4,558,811				2,240,096

 

 

 

 

 

 

 

 

 

		$.001 Par Value								Additional								Total
		Common Stock								Paid-in				Deficit				Stockholders’
		Shares				Amount				Capital				Accumulated				Equity
Balance, March 02, 2010 (inception)			-			$	-			$	-			$	-			$	-
Issuance of common stock for cash to officer			1,400,000				1,400				12,600				-				14,000
Net loss			-				-				-				(4,200	)			(4,200	)
Balance, December 31, 2010			1,400,000				1,400				12,600				(4,200	)			9,800
Issuance of common stock for cash to third party investors			550,000				550				10,450				-				11,000
Net loss			-				-				-				(400	)			(400	)
Balance, December 31, 2011			1,950,000				1,950				23,050				(4,600	)			20,400
Issuance of common stock for cash to third party investors			1,100,000				1,100				20,900				-				22,000
Net loss			-				-				-				(2,900	)			(2,900	)
Balance, December 31, 2012			3,050,000			$	3,050			$	43,950			$	(7,500	)		$	39,500
Net loss			-				-				-				(38,900	)			(38,900	)
Balance, December 31, 2013			3,050,000			$	3,050			$	43,950			$	(46,400	)		$	600

 

 

 

 

										Period From
										Inception,
		Year				Year				March 2, 2010,
		Ended				Ended				through
		December 31,				December 31,				December 31,
		2013				2012				2013
Operating activities:
Net loss		$	(38,900	)		$	(2,900	)		$	(46,400	)
Adjustments to reconcile net loss to cash used in operating activities:
Changes in operating assets and liabilities:
Other assets			(1,300	)			-				(1,300	)
Accounts payable			1,100				-				1,100
Net cash used in operating activities			(39,100	)			(2,900	)			(46,600	)
Financing activities:
Proceeds from the issuance of common stock			-				22,000				47,000
Net cash provided by financing activities			-				22,000				47,000
Net increase in cash			(39,100	)			19,100				400
Cash, beginning of period			39,500				20,400				-
Cash, end of period		$	400			$	39,500			$	400
Cash paid for income taxes		$	-			$	-			$	-
Cash paid for interest		$	-			$	-			$	-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name		Age		Position(s) and Office(s) Held		Term of Office
Joseph C. Shea, III		42		President, Chief Executive Officer, Chief Financial Officer and Director		Since Inception To Present
Gertrude M. Shea		75		Secretary and Director		Since Inception To Present

 

 

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

	●	our principal executive officers;
	●	our most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2013; and

●

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our years ended December 31, 2013 and 2012, are set out in the following summary compensation table:

 

 

 

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (4)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Joseph C.  Shea, III (1) President, Chief Executive Officer, Chief Financial Officer and Director	2013 2012	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Gertrude Shea (2) Secretary and Director	2013 2012	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1)	Joseph C. Shea, III has been our president, chief executive officer, chief financial officer and  a director since Inception.
(2)	Gertrude Shea has been our secretary and a director since Inception.

 

 

Title of class		Name and address of beneficial owner		Amount of beneficial ownership				Percent of class*
Common		Joseph C. Shea, III 40 Warren St. 3rd Floor Charlestown, MA 02129-3608			1,400,000				45.9	%
Common		Gertrude Shea 351 Sylvan Park Road Stowe, VT 05672			50,000				1.6	%
Common		Total all executive officers and directors			1,450,000				47.5	%
Common		5% Shareholders
		None

 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2)

The percentage of class is based on 3,050,000 shares of common stock issued and outstanding as of March 31, 2014.

 

 

 

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

 

	(iv)	Any of our promoters; and
	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

		Year Ended December 31, 2013				Year Ended December 31, 2012
Audit Fees and Audit Related Fees		$	3,871			$	1,040
Tax Fees			-				-
All Other Fees			-				-
Total		$	3,871			$	1,040

 

 

Exhibit Number		Description
3.1		Articles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement, filed on May 13, 2013)
3.2		Bylaws (filed as an exhibit to our Form S-1 Registration Statement, filed on May 13, 2013)
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

By	/s/ Joseph C. Shea, III
	Joseph C. Shea, III
	President, Treasurer, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)
Date:	April 11, 2014

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