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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

OR 

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2018

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

_______________ to _______________

 

Commission File Number       333-188575

 

(Exact name of registrant as specified in its charter)

 

 

________________________________________________________

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

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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, or a smaller reporting company.  (Check one):

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☒

 

Indicate the number of shares outstanding of the issuer's common stock, as of August 31, 2018 was 141,347,173.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEX

 

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PUREBASE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

PUREBASE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS

ENDED AUGUST 31, 2018 AND 2017

(UNAUDITED)

 

The accompanying notes are an integral part of these financial statements

 

 

PUREBASE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS' EQUITY

(UNAUDITED)

 

The accompanying notes are an integral part of these financial statements

 

 

PUREBASE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2018 AND 2017

 (UNAUDITED)

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

(UNAUDITED)

AUGUST 31, 2018

 

Note 1.  Nature of Business

Purebase Corporation (the "Company") was incorporated in the State of Nevada on March 2, 2010 to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help them plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014 the Company changed its business focus to an exploration, mining and product marketing company which will focus on identifying and developing advanced stage natural resource projects which show potential to achieve full production. The business strategy of the Company is to identify, acquire, define, develop and operate world-class industrial and natural resource properties and to contract for mine development and operations services to its mining properties located initially in the Western United States and currently in California and Nevada. The Company intends to engage in the identification, acquisition, development, mining and full-scale exploitation of industrial and natural mineral properties in the United States. The Company plans to package and market such industrial and natural minerals to retail and wholesale industrial and agricultural market sectors. The Company will initially seek to develop deposits of pozzolan, white silica and potassium sulfate on its own properties or acquire such minerals from other sources. These minerals have a wide range of uses including construction, agriculture additives, animal feedstock, ceramics, synthetics, absorbents and electronics.

 

The Company's activities are subject to significant risks and uncertainties including its ability to secure additional funding to pursue its operations

 

The Company is headquartered in Ione, California. The Company's business is divided into wholly-owned and majority-owned subsidiaries which will operate as business divisions whose sole focus is to develop sector related products and to provide for distribution of those products into primarily the agricultural and construction industry sectors.

Note 2.  Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements include the accounts of Purebase Corporation and its wholly owned subsidiaries Purebase Agricultural, Inc. (fka. Purebase, Inc.) and US Agricultural Minerals, LLC ("USAM"), collectively referred to as the "Company".  All intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring entries), which in the opinion of management, are necessary to present fairly the consolidated financial position at August 31, 2018 and the consolidated results of operations of the Company for the three and nine months ended August 31, 2018 and 2017 and cash flows for the nine months ended August 31, 2018 and 2017. Operating results for the three and nine months ended August 31, 2018 are not necessarily indicative of the results that may be expected for the year ending November 30, 2018. The unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and footnotes thereto for the year ended November 30, 2017 filed on Form 10-K on February 28, 2018.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

The Company incurred a net loss of $864,919 for the nine months ended August 31, 2018 and generated negative cash flows from operations. In addition, the Company has generated insignificant revenue in conjunction with its business plan. In order to support its operations, the Company will require additional infusions of cash from the sale of equity instruments or the issuance of debt instruments, or the commencement of profitable revenue generating activities.  If adequate funds are not available or are not available on acceptable terms, the Company's ability to fund its operations, take advantage of potential acquisition opportunities, develop or enhance its properties in the future or respond to competitive pressures would be significantly limited. Such limitations could require the Company to curtail, suspend or discontinue parts of its business plan.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $11,137 and $0 at August 31, 2018 and November 30, 2017, respectively. Accounts receivable are written-off when all collection attempts have failed.

Revenue is recognized when the product has shipped and the title has transferred to the customer.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding warrants and stock options.  The outstanding warrants and stock options have been excluded from the calculation of the diluted loss per share due to their anti-dilutive effect. For the quarters ended August 31, 2018 and August 31, 2017 warrants and options to purchase 500,000 and 805,494 shares of common stock respectively, have been excluded from the computation of potential dilutive securities.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Property and equipment are carried at cost. Depreciation is computed using straight line depreciation methods over the estimated useful lives as follows:

Major additions and improvements are capitalized. Costs of maintenance and repairs which do not improve or extend the life of the associated assets are expensed in the period in which they are incurred. When there is a disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in net income.

 

 

The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.

 

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

 

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

 

Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a "final" or "bankable" feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.

 

Where proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.

 

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings.

 

 

Financial assets and liabilities recorded at fair value in the Company's condensed consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard, are as follows:

 

 

For certain of our financial instruments, including accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short-term nature. The carrying amount of the Company's notes payable approximates fair value based on prevailing interest rates.

 

 

The Company is expected to have net operating loss carryforwards that it can use to offset a certain amount of taxable income in the future. The Company is currently analyzing the amount of loss carryforwards that will be available to reduce future taxable income. The resulting deferred tax assets will be offset by a valuation allowance due to the uncertainty of its realization. The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before income taxes relates to the recognition of a valuation allowance for deferred income tax assets.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

The Company has adopted FASB ASC 740-10, "Income Taxes" which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not as a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company's policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the three and nine months ended August 31, 2018 and August 31, 2017.  The Company's net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed.

The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 350, "Intangibles – Goodwill and Other" and ASC 360, "Property and Equipment". Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. No impairment losses were recorded during the quarters ended August 31, 2018 and August 31, 2017.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU is designed to simplify several aspects of accounting for share-based payment award transactions which include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. ASU 2016-09 became effective for the Company in the quarter ending February 2018.  The adoption of this standard had no material impact on the Company's financial position or results of operations.

In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board's new revenue standard, ASU 201-09, Revenue from Contracts with Customers.  The standard should be adopted concurrently with the adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017.  The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

Note 3.  Properties

Placer Mining Claim Notices have been filed and recorded with the US Bureau of Land Management (the "BLM") relating to 50 Placer mining claims identified as "USMC 1" thru "USMC 50" covering 1,145 acres of mining property located in Lassen County, California and known as the "Long Valley Pozzolan Deposit". The Long Valley Pozzolan Deposit is a placer claims resource in which the Company holds non-patented mining rights to 1,145acres of contiguous placer claims within the boundaries of a known and qualified Pozzolan deposit. These claims were assigned to Purebase by one of its founders at his original cost basis of $0. These claims require a payment of $30,000 per year to the BLM.

 

 

This Preference Rights Lease is granted by the BLM covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by Purebase. These rights are presented at their cost of $200,000.  This lease requires a payment of $3,000 per year to the BLM.

 

 

On November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which US Mining and Minerals Corp. agreed to sell its fee simple property interest and certain mining claims to US Mine Corp. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, US Mine Corp assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the US Bureau of Land Management ("BLM").   An initial deposit of $50,000 was paid to escrow, and the agreement required the payment of an additional $600,000 at the end of the escrow period.  There was a delay in the seller receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of another $25,000, the parties agreed to extend the closing.  Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of Purebase, paid $575,000 to acquire the property on or about October, 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses. The mining claims require a minimum royalty payment of $3,500 per year.

 

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

Note 4.  Notes Payable

 

Purebase assumed a $1,000,000 promissory note on November 24, 2014 in connection with the acquisition of USAM by Purebase. The note bears simple interest at an annual rate of 5% and the principal and accrued interest were payable on May 1, 2016. Upon the occurrence of an event of default, which includes voluntary or involuntary bankruptcy, all unpaid principal, accrued interest and other amounts owing are immediately due, payable and collectible by the lender pursuant to applicable law. The balance of the note was $1,000,000 at August 31, 2018 and November 30, 2017. The Note is in default however, the Company continues to have discussions with Note Holder to extend the Note under the same terms and conditions.

 

In February 2016, Bayshore Capital, a major shareholder, advanced $25,000 to Purebase Corp for working capital at 6% per annum.  The note was payable August 26, 2016, or when the Company closes its bridge financing, whichever occurs first. The balance of the note was $28,768 at August 31, 2018. The Company is in default on this note at August 31, 2018.

 

On August 31, 2017, the Company issued a Note in the amount of $197,096 to Arthur Scott Dockter, President, CEO and a Director of the Company to consolidate the total amounts due to and assumed by Mr. Dockter. The Note to Mr. Dockter bears interest at 6% and is due and payable on demand. The balance of the note was $177,096 at August 31, 2018. As of August 31, 2018, this note had not been repaid.

Note 5.  Commitments and Contingencies

Purebase is using office space provided by U S Mine Corporation, a company that is owned by the Company's Majority Shareholders and Directors A. Scott Dockter and John Bremer.  There is currently no lease between the two Companies for its use of the office space provided.

Our mineral rights require various annual lease payments. See Note 3.

On September 21, 2016 the Company's President, David Vickers, was terminated by the Company. Subsequent to his departure, Mr. Vickers has retained legal counsel and is now alleging claims of age discrimination, fraud in the inducement, violation of California Labor Code §970 and breach of contract against the Company. On April 14, 2017, the Company was served by Mr. Vickers' attorney with a demand for arbitration of the above referenced claims. Mr. Vickers has stated a claim of approximately $850,000. The arbitration proceeding is currently scheduled for late October, 2018. The Company plans to vigorously defend these claims in arbitration.

On August 30, 2018 the Company was named as a Defendant in a Complaint filed in the Federal District Court of Arizona (Case # CV 18-2756-PHX-DJH). The Complaint was filed by Tessenderlo Kerley, Inc. alleging trademark infringement relating to the Plaintiff's trademark PURSHADE and the Company's product Purebase Shade Advantage. The Company filed its Answer on September 21, 2018 denying the allegations set forth in the Complaint. The lawsuit is in its early stages of discovery. The Company intends to vigorously defend this lawsuit.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

On November 1, 2013, Purebase entered into an agreement with US Mine Corp, which performs services relating to various technical evaluations and mine development services to Purebase with regard to the various mining properties/rights owned by Purebase. Terms of services and compensation will be determined for each project undertaken by US Mine Corp.

The Company made payments totaling $75,000 towards the purchase of the Snow White Mine.  The Company will need to pay Mr. Bremer, a director of Purebase, an additional sum of $575,000 plus expenses, in order to obtain title of this property.

The Company maintains cash accounts at financial institutions. The accounts are insured by the Federal Deposit Insurance Corporation ("FDIC"). The cash accounts, at times, may exceed federally insured limits. At August 31, 2018, no account exceeded FDIC insurance limits.

Note 6.  Stockholder's Equity

The Company's amended Articles of Incorporation authorize the issuance of up to 520,000,000 shares of $0.001 par value common stock and up to 10,000,000 shares of $0.001 par value preferred shares.  No

preferred stock was outstanding at August 31, 2018 and November 30, 2017.

On November 10, 2017 the Company's Board of Directors approved the 2017 Purebase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the "Option Plan"). The Board allocated up to 10,000,000 shares of Purebase common stock to be issued pursuant to options granted under the Option Plan. The Company plans to obtain shareholder approval within one year of its establishment. As of August 31, 2018, no options had been granted under the Option Plan.

The Company has also granted options pursuant to employment contracts entered into by the Company and the respective employee.

There were no stock options granted during the nine months ended August 31, 2018.

Employee stock-based options compensation expenses for the three-month period ended August 31, 2018 and 2017 included in general and administrative expense totaled $51,018 and $51,019, respectively. Employee stock-based options compensation expenses for the nine-month period ended August 31, 2018 and 2017 included in general and administrative expense totaled $151,946 and $334,444, respectively.

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

Common stock, stock options or other equity instruments issued to non-employees (including consultants) as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of stock options is determined using the Black-Scholes option-pricing model and is periodically re-measured as the underlying options vest.

 

The following is a schedule summarizing employee and non-employee stock option activity for the nine-months ended August 31, 2018:

 

 

The aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company's common stock for each of the respective periods.

 

As of August 31, 2018, the total unrecognized fair value compensation cost related to non-vested stock options to employees was approximately $108,137 which is expected to be recognized over approximately 0.53 years.

 

Note 7.  Related Party Transactions

 

On February 26, 2016, Bayshore Capital, a major shareholder of the Company, advanced $25,000 to the Company for working capital at 6% per annum.  The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at August 31, 2018.

 

The Company entered into a Contract Mining Agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter and John Bremer, pursuant to which USMC will provide various technical evaluations and mine development services to the Company.  Services totaling $38,805 and $44,575 were rendered by USMC for the three-months ended August 31, 2018 and 2017, respectively. Services totaling $185,932 and $119,542 were rendered by USMC for the nine months ended August 31, 2018 and 2017, respectively.

 

During the three-months ended August 31, 2018, USMC paid $2,345 of expenses to the Company's vendors and creditors on behalf of the Company and also made cash advances to the Company of $63,000. During the nine months ended August 31, 2018, USMC paid $171,212 of expenses to the Company's vendors and creditors on behalf of the Company and also made cash advances to the Company of  $667,000. The balance due to USMC is $3,521,852 and $2,497,708 at August 31, 2018 and November 30, 2017, respectively.

 

 

PUREBASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
AUGUST 31, 2018

 

On August 31, 2017, the Company issued a Note in the amount of $197,096 to Arthur Scott Dockter, President, CEO and a Director of the Company to consolidate the total amounts due to and assumed by Mr. Dockter. The Note to Mr. Dockter bears interest at 6% and is due and payable on demand. In August 2018, the Company paid Mr. Docker $20,000 against his Note. As of August 31, 2018 the principal balance due on this Note of $177,096 had not been paid.

 

Purebase is using office space provided by U S Mine Corp, a company that is owned by the Company's majority stockholders and Directors, A. Scott Dockter and John Bremer. There is currently no lease between the two Companies for its use of the office space provided.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO. IN ADDITION, MATERIAL EVENTS DESCRIBED BELOW UNDER "OTHER INFORMATION" OCCURRING AFTER THE QUARTER ENDING AUGUST 31, 2018 WILL HAVE A MATERIAL IMPACT ON THE COMPANY'S FUTURE BUSINESS.

 

Cautionary Note About Forward-Looking Statements:

 

THIS FORM 10-Q INCLUDES "FORWARD-LOOKING" STATEMENTS ABOUT FUTURE FINANCIAL RESULTS, FUTURE BUSINESS CHANGES AND OTHER EVENTS THAT HAVE NOT YET OCCURRED.  FOR EXAMPLE, STATEMENTS LIKE THE COMPANY "EXPECTS," "ANTICIPATES" OR "BELIEVES" ARE FORWARD-LOOKING STATEMENTS.  INVESTORS SHOULD BE AWARE THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE COMPANY'S EXPRESSED EXPECTATIONS BECAUSE OF RISKS AND UNCERTAINTIES ABOUT THE FUTURE.  THE COMPANY DOES NOT UNDERTAKE TO UPDATE THE INFORMATION IN THIS FORM 10-Q IF ANY FORWARD-LOOKING STATEMENT LATER TURNS OUT TO BE INACCURATE.  DETAILS ABOUT RISKS AFFECTING VARIOUS ASPECTS OF THE COMPANY'S BUSINESS ARE DISCUSSED THROUGHOUT THIS FORM 10-Q AND SHOULD BE CONSIDERED CAREFULLY.

 

Current Plan of Operations

 

 

Results of Operation

 

We have included a discussion and analysis of the Company's current consolidated operations for the three and nine-month period ending August 31, 2018 as compared to the Company's previous consolidated operations for the three and nine-month period ending August 31, 2017.

 

Overview

 

During the current fiscal quarter ended August 31, 2018, the Company continued to generate revenues. Total assets increased from $286,103 as of November 30, 2017 to $343,009 as of August 31, 2018. Total liabilities increased from $4,318,665 at November 30, 2017 to $5,088,544 at August 31, 2018 reflecting an increase of $769,879 due primarily to a $1,024,144 increase in amounts Due to Affiliated Entities.

 

 

Results of Operations for the fiscal quarter ended August 31, 2018 compared to the quarter ended August 31, 2017

 

The Company's operating results for the three months ended August 31, 2018 and 2017 are summarized as follows:

 

Since inception the Company, its subsidiaries U.S Agricultural Minerals, LLC, and Purebase Agricultural, Inc. have generated only minimal revenue from operations with revenues commencing during the second quarter of FY 2016. Revenues increased marginally during the current fiscal quarter to $236,440 compared to $231,899 for the comparable fiscal quarter last year. The increase is attributable to the increase in the Company's agricultural minerals and supplements in and expansion of the agricultural markets reached by the Company.

Total operating expenses for the Company for the three months ended August 31, 2018 were $326,568 compared to $529,244 of expenses incurred for the same period ended August 31, 2017. This significant decrease is mainly attributed to a reduction in payroll related expenses offset by an increase in costs attributable to the sale of products.

Product fulfillment and exploration and mining expense for the three months ended August 31, 2018 were $40,645 compared to $79,012 of such expenses incurred during the same period in 2017. The decrease in exploration and mining costs is the result of costs attributable to the recovery of mineral resources used in the Company's agricultural products.

 

General and administrative costs for the Company for the three months ended August 31, 2018 were $283,676 and the general and administrative costs for the same period in 2017 were $447,221. The decrease in general and administrative expenses is mainly attributed to a reduction in payroll related expenses and stock compensation. Included in G&A expenses are professional fees for the fiscal quarter ended August 31, 2018 which were $272,060 compared to professional fees of $355,717 for the same quarter in 2017. The decrease in professional fees is attributed to the decrease in legal expenses associated with the Company's legal matters.

 

The Company's interest expense decreased to $15,869 for the quarter ended August 31, 2018 compared to $36,613 for the same fiscal quarter of 2017. This decrease was due to interest paid on payroll tax liabilities.

 

The Company incurred a net loss of $105,977 for the fiscal quarter ended August 31, 2018 compared to the Company's net loss of $83,946 for the fiscal quarter ended August 31, 2017. The increase in net loss is attributable to the reduction of operating  expenses, offset by $250,000 of proceeds from the sale of Purebase Networks during the third quarter of 2017, coupled with a small increase in revenues.

Results of Operations for the nine-month period ended August 31, 2018 compared to the nine-month period ended August 31, 2017

The Company's operating results for the nine-month period ended August 31, 2018 and 2017 are summarized as follows:

 

 

Since inception the Company and its subsidiaries have generated only minimal revenue from operations. Revenues increased 21% during the first nine months of the current fiscal year to $541,651 compared to $446,096 for the comparable nine-month period last fiscal year. The increase is attributable to the increase in agricultural products available for sale in and expansion of, the agricultural markets reached by the Company during the current fiscal year of 2018.

 

 

Total operating expenses for the Company for the nine months ended August 31, 2018 were $1,353,458 compared to $2,121,040 of expenses incurred for the same period ended August 31, 2017 due primarily to the decrease in general and administrative costs.

 

Product fulfillment and exploration and mining expense for the nine months ended August 31, 2018 were $201,916 compared to $194,636 of such expenses incurred during the same period in 2017. The increase in exploration and mining costs is the result of costs associated with the recovery of mineral resources used in the Company's agricultural products.

 

General and administrative costs for the Company for the nine months ended August 31, 2018 were $1,142,115 and the general and administrative costs of the Company for the same period in 2017 were $1,917,371. The decrease in general and administrative expenses is attributed primarily to a reduction in payroll related expenses.

 

The Company's interest expense decreased to $53,132 for the nine months ended August 31, 2018 compared to $66,784 for the nine months August 31, 2017. The decrease was due to interest paid on payroll tax liabilities.

 

 

 

The Company incurred a net loss of $864,919 for the nine-month period ended August 31, 2018 compared to the Company's net loss of $1,179,135 for the nine-month period ended August 31, 2017, a decrease of over 21%. The substantial decrease in net loss is attributable to the $775,256 decrease general and administrative expenses offset by a $562,571 one-time gain on the deconsolidation of Purebase Networks, Inc. which occurred in the second fiscal quarter coupled with an increase in revenues.

 

Liquidity and Capital Resources

 

At August 31, 2018, the Company's cash balance was $106,168 and it had a working capital deficit of $4,949,202.  The Company has insufficient cash on hand to pursue its current business plan and will be required to raise additional capital to fund its ongoing operations. Until the Company is able to establish a sufficient revenue stream from operations its ability to meet its current financial liabilities and commitments will be primarily dependent upon the continued issuance of equity to new or existing investors or loans from existing stockholders and management or outside capital sources. Management believes that the Company's current cash and cash equivalents will not be sufficient to meet its working capital requirements for the next twelve-month period. The Company has had negative cash flow from operating activities as generated revenues from production and sales of its products have not been sufficient to cover its operating costs.  The Company plans to raise the capital required to satisfy its immediate short-term needs and additional capital required to meet its estimated funding requirements for the next twelve months primarily through the private placement of Company equity securities, by way of loans, and through advances from affiliated entities.

 

We expect further exploration and development of our current or future projects and the sale of our agricultural products to continue generating revenues but we do not expect revenues from this work to cover our entire current operating expenses which we expect to increase as we implement our business plan. Consequently, we will continue to be dependent on outside sources of capital to sustain our operations and implement our business plan until operating revenues are sufficient to cover our operating expenses.  If we are unable to raise sufficient capital we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition.  There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.  Even if we are able to secure outside financing, it may not be available in the amounts or times when we require or on terms we find acceptable.  Furthermore, such financing would likely take the form of bank loans, private placements of debt or equity securities or some combination of these.  The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, lines of credit or long-term debt by the Company would increase its cash flow requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

 

Going Concern

 

As of the end of the current fiscal quarter, we have not attained profitable operations and are dependent upon obtaining additional outside financing to pursue any extensive development or production activities. For these reasons, our auditors stated in their report on our fiscal year-end audited financial statements that they have substantial doubt we would be able to continue as a going concern.

 

 

Financings

 

As of the end of the third quarter our operations have been funded by equity investment and debt financing. All debt funding has come from a private placement of our securities or advances from related parties.

 

None.

No shares of the Company's common stock were issued during the fiscal quarter ended August 31, 2018.

Tabular Disclosure of Contractual Obligations as of August 31, 2018:

 

Off-Balance Sheet Arrangements

 

Basis of Presentation and Going Concern

 

The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

 

The Company has incurred a net loss of $864,919 for the nine months ended August 31, 2018 and has a total accumulated stockholders' equity deficit of $4,745,535 as of August 31, 2018 compared to an accumulated stockholders' equity deficit of $4,032,562 as of its fiscal year-end of November 30, 2017.

 

During the quarter ended August 31, 2018 the Company had modest revenue-generating operations. For the Company to continue as a going concern it will continue to be dependent on fund raising for project development, product marketing and payment of general and administration expenses, until sufficient revenue-generating operations are achieved. The Company has no commitment from any party to provide additional working capital and there is no assurance that such funding will be available if needed, or if available, that its terms will be favorable or acceptable to the Company.

 

The Company's condensed consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

 

As of the end of the period covered by this Report, the Company's Chief Executive Officer, and Chief Financial Officer (the "Certifying Officers"), evaluated the effectiveness of the Company's "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the Certifying Officers concluded that, as of the date of the evaluation, the Company's disclosure controls and procedures were currently ineffective in providing reasonable assurance that the information required to be disclosed in the Company's periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.

 

Management has identified two material weaknesses and is taking action to remedy and remove the weakness in its internal controls over financial reporting:

 

·

Lack of an independent financial expert on the Board. The current board of directors now includes a majority of non-employee Directors however the Board still lacks an independent financial expert. The current board is composed of four members and may be expanded to as many as nine members under the Company's By-Laws.

·

Lack of adequate oversight/approval of transactions with related parties of the Company. The Company intends to adopt new procedures for disbursing funds to officers and affiliates of the Company. In addition, transactions with related parties will be reviewed by the Company's Board of Directors.

 

 

The Certifying Officers have also indicated that there were no changes in internal controls over financial reporting during the Company's last fiscal quarter, and no significant changes in the Company's internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Our management, including the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

On September 21, 2016 the employment agreement with the Company's President, David Vickers, was terminated by the Company. Subsequent to his departure, Mr. Vickers retained legal counsel and is now alleging claims of age discrimination, fraud in the inducement, violation of California Labor Code §970 and breach of contract against the Company. On April 14, 2017 the Company was served by Mr. Vickers' attorney with a demand for arbitration of the above referenced claims. The arbitration proceeding is being handled by the Judicial Arbitration and Mediation Services, Inc. (JAMS) and is currently in the discovery phase. On June 5, 2018 the parties participated in a voluntary mediation however the parties were unable to reach a resolution. The arbitration proceeding is currently scheduled for October 30 and 31 and November 1, 2018.  Mr. Vickers' has stated a claim of approximately $850,000. The Company plans to vigorously defend these claims in the arbitration proceeding.

 

On August 30, 2018 the Company was named as a Defendant in a Complaint filed in the Federal District Court of Arizona (Case # CV 18-2756-PHX-DJH). The Complaint was filed by Tessenderlo Kerley, Inc. alleging trademark infringement relating to the Plaintiff's trademark PURSHADE and the Company's product Purebase Shade Advantage. The Company filed its Answer on September 21, 2018 denying the allegations set forth in the Complaint. The lawsuit is in its early stages of discovery. The Company intends to vigorously defend this lawsuit.

ITEM 1A – RISK FACTORS

As of the end of the fiscal quarter covered by this report, there were no changes to our risk factors from those disclosed in our annual report on Form 10-K filed with the SEC on February 28, 2018.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES

During the quarter ended August 31, 2018, there were no unregistered sales of the Company's securities.

 

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

Purebase assumed a $1,000,000 promissory note on November 24, 2014 in connection with the acquisition of USAM by Purebase. The note bears simple interest at an annual rate of 5% and the principal and accrued interest were payable on May 1, 2016. Upon the occurrence of an event of default, which includes voluntary or involuntary bankruptcy, all unpaid principal, accrued interest and other amounts owing are immediately due, payable and collectible by the lender pursuant to applicable law. The balance of the note was $1,179,403 at August 31, 2018. The Note is in default however, the Company continues to have discussions with the Note Holder to extend the Note under the same terms and conditions.

On February 26, 2016, Bayshore Capital, a major shareholder of the Company, advanced $25,000 to the Company for working capital at 6% per annum.  The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The principal and accrued interest balance of the note was $28,768 at August 31, 2018. As of August 31, 2018, this note had not been repaid and is currently in default.

On August 31, 2017, the Company issued a Note in the amount of $197,096 to Arthur Scott Dockter, President, CEO and a Director of the Company to consolidate the total amounts due to and assumed by Mr. Dockter as of that date. The Note to Mr. Dockter bears interest at 6% and is due on demand. In August 2018, the Company paid Mr. Docker $20,000 against his Note. The principal and accrued interest balance of the note was $192,002 at August 31, 2018. As of August 31, 2018, this Note had not been repaid.

ITEM 4 – MINE SAFETY DISCLOSURES

There are no mine safety violations or other regulatory matters required to be disclosed which occurred during the fiscal quarter covered by this report.

ITEM 5 – OTHER INFORMATION

None

The following documents are filed as exhibits to this report:

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

	PUREBASE CORPORATION
Dated:  October 9, 2018	/s/ A. Scott Dockter
	A. Scott Dockter
	Chief Executive Officer
Dated:  October 9, 2018	/s/ Al Calvanico
	Al Calvanico
	Chief Financial Officer