PureBase Corp (Form: 10-K, Received: 03/16/2015 07:31:52)

ADDITIONAL INFORMATION

Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

P AR T I

ITEM 1. BU SI NESS

Corporate Overview

PureBase Corporation (“PureBase”, the “Company”, "we", or "our") was incorporated in Nevada on March 2, 2010 under the name Port of Call Online, Inc. (referred to herein as “POCO”). POCO was originally formed to develop web-based services that would offer boaters online resources to help plan and organize boating trips. Since POCO had no revenues and minimal assets it was deemed to be a “shell company” as defined by SEC regulations.

On September 24, 2014 the two officers and Directors of POCO as well as most of its then stockholders agreed to sell their shares of POCO common stock to Arthur Scott Dockter resulting in Mr. Dockter owning approximately 82% of the then outstanding shares of POCO. At this time Joseph Shea, tendered his resignation as POCO’s President, CEO, CFO and Director to be effective September 24, 2014, and Gertrude Shea tendered her resignation as POCO’s Secretary and Director to be effective September 24, 2014 and Scott Dockter was appointed POCO’s President, CEO, CFO, Secretary and Director effective as of September 24, 2014.As a result of this change in control, Mr. Dockter announced that POCO would no longer pursue the web-based boater services business but would pursue a new business model in the field of acquiring and developing minerals and natural resources for industrial and agricultural applications.

On October 27, 2014 Mr. Dockter appointed Calvin Lim to the Board of Directors and appointed Amy Clemens as Chief Financial Officer and Corporate Secretary. Also at this time the Board retained a new accounting firm for POCO.

On November 7, 2014 POCO conducted an 8-for-1 common stock split which increased its outstanding common stock from 3,050,000 shares to 24,400,000. As a result of the stock split POCO’s authorized shares increased from 65,000,000 shares to 520,000,000 shares.

In light of POCO’s new business focus, on December 1, 2014 POCO acquired its first mining property interests and certain mining claims known as the Snow White Mine.

On December 23, 2014 POCO entered into and consummated a Plan and Agreement of Reorganization between the Company and Purebase, Inc., and certain stockholders of Purebase, Inc. (the “Reorganization”). Purebase, Inc. owns various mining claims and intellectual property relevant to the minerals to be developed by the Company. Pursuant to the Reorganization, the Company acquired 43,709,412 (representing 95.5%) of the issued and outstanding shares of Purebase, Inc., a private Nevada corporation (“Purebase”) in exchange for 43,709,412 shares of the common stock of the Company. As a result of the Reorganization, Purebase became a majority-owned subsidiary of the Company and eleven former stockholders of Purebase now own, in the aggregate, approximately 61% of the Company’s outstanding common stock. Upon consummation of this Reorganization, the Company is in the process of seeking to exchange the remaining 2,108,390 shares of issued and outstanding shares of Purebase, Inc. from its remaining stockholders on the same 1-for-1 exchange ratio. Assuming all the remaining shares of Purebase, Inc. are exchanged for shares of the Company’s common stock, the Company will have issued a total of 45,817,802 shares of its common stock for all the outstanding shares of Purebase, Inc. resulting in an aggregate of 70,217,802 shares of the Company’s common stock outstanding and Purebase, Inc. becoming a wholly-owned (rather than majority-owned) subsidiary of the Company. Purebase, Inc. stockholders choosing not to exchange their Purebase shares for shares of the Company will retain their stock ownership in Purebase, Inc. and Purebase, Inc. will remain a majority-owned subsidiary of the Company. Upon consummation of the Reorganization transaction, John Bremer was appointed to the Company’s Board of Directors.

In order to better identify itself with its new business focus, on January 12, 2015 POCO changed its name to PureBase Corporation and was assigned the new trading symbol “PUBC”. In conjunction with this name change, Purebase, Inc. changed its name to “Purebase Agricultural, Inc.” to reflect its emphasis on developing minerals for agricultural uses.

The Company’ executive offices are located at 1670 Sierra Avenue, Suite 402, Yuba City, CA 95993. The Company’s telephone number is (530) 676-7873 and on the Web at www.purebase.com .

The Company’s Business

As indicated above, the Company acquired most of its business and assets through the reorganization with Purebase, Inc. which is now a majority-owned subsidiary called Purebase Agricultural, Inc. (“Purebase Ag”). Purebase Ag was incorporated in the state of Nevada on June 11, 2013 as an exploration and mining company which will focus on identifying and developing advanced stage natural resource projects which show potential to achieve full production. The Company’s current organizational structure is as follows:

Through Purebase Ag, the Company’s business strategy is to identify, acquire, define, develop and operate world-class industrial and natural resource properties and to provide mine development and operations services to 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 as its top priority. The Company’s business plan will initially focus on the industrial and agricultural market sectors. The Company will seek to develop deposits of pozzolan, white silica and potassium sulfate. While the Company’s current properties contain deposits of pozzolan, and potassium sulfur, among other minerals, such deposits have not yet been adequately measured and do not represent “proven” or “probable” reserves as defined in Industry Guide 7 of the federal securities regulations. These important resources are found in thousands of products, and in many cases, there are few or no substitutes for their mineral properties. Industrial minerals have a wide range of uses including construction, agriculture additives, animal feedstock, ceramics, synthetics, absorbents and electronics.

PureBase is a diversified, industrial mineral and natural resource company working to provide solutions to a wide range of markets, including the cornerstone markets of agriculture and construction. PureBase’s key management has over 50 years of combined experience in the mining industry in California and the USA. PureBase’s business is divided into wholly-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 each industry related sector.

PureBase will utilize its mining services contract to perform exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, mine production and mine site reclamation. Exploration services would also include securing necessary permits, environmental compliance and reclamation plans. These services will be provided by US Mine Corp., a private company focusing on the development and contract mining of industrial mineral and metal projects throughout North America of which Scott Dockter and John Bremer are officers, directors and owners.

The Company is focused on the Agricultural and Construction industry sectors.

Within the Agricultural Sector, operating through Purebase Ag, the Company plans to provide soil amendment solutions that may be used by both large farming operations and consumer retail, domestically in the US and internationally.

Within the Construction Sector, operating through Purebase Build, the Company plans to develop and market a Supplementary Cementitious Material (“SCM”), a solution that may be used in large infrastructure development projects for government, commercial industries and residential buildings.

Agricultural Sector

We intend to develop innovative solutions that represent an important value-enhancing element for our agricultural customers. We intend to create a brand family under the parent trade name, “Purebase”, consisting of three primary product lines: Purebase SoluSol™, Purebase Humate INU™, and Purebase Pozzolan.

Purebase Solu-Sul ™ provides many essential soil minerals, while lowering pH to allow nutrients to be more easily absorbed by plants, and improving soil biology. Solu-Sul™ can be applied to most crops, trees, vines and turf applications. It will be available in granular grade and micronized solution grade, in bulk orders or 10, 20 and 50 lbs. bags.

Purebase Humate INU™ (Increased Nutrient Uptake) is derived from the combination of humic and fulvic acid coupled with a unique cross section of plant available macro and micronutrients, which allows Humate INU™ to simultaneously improve soil quality as well as buffer high pH conditions. Products containing humic acids, such as Humate INU™, may increase uptake of micronutrients. It will be available in granular grade and

micronized solution grade.

Purebase PozzolanAg is extracted from Pozzolan deposits which originated when nearby volcanoes erupted and the volcanic ash was deposited into freshwater lakes. These freshwater lakes contained large amounts of protozoa called “diatoms”. The skeletal structures of those tiny organisms are extremely porous and adsorbent. Pozzolan can be used as a mineral soil amendment and serves as an excellent soil stabilizer and increases absorption and retention of air, water, and nutrients to sustain plant growth as well as improve porosity in the soil. Pozzolan provides an environmentally friendly and cost-effective method for plantation, water conservation and soil reclamation. A Pozzolan soil additive is also effective at removing excess heat and water in order to prevent rotting of plant roots. Other benefits of Pozzolan additives include sustained gradual release of nutrients and fertilizer, disease prevention, and increased absorption of nutrients provided by microbes and fertilizers. It will be available in granular grade, in bulk or 10, 20 and 50 lbs. bags.

Construction Sector

It is estimated that one ton of CO 2 is released for every ton of cement manufactured. The negative external byproducts of Portland Cement production include carbon dioxide and particulate matter. The costs in the form of environmental degradation from cement production presents a global problem. As such, increasing environmental regulations will continue to add to the direct costs of concrete building materials. Pozzolan blended cements lower CO 2 emissions released during Portland Cement production and reduces the overall cost of cement. The bottom line is better concrete, better price, and reduced pollution. States like California are leading the way with legislation like AB 32 which requires the reduction of CO 2 by 2020 to 1990 levels.

Pozzolan is a siliceous and aluminous mineral which is used for a variety of purposes. As a cement additive, feed supplement, absorbent and fire retardant.

Combinations of the economic and technical aspects and, increasingly, environmental concerns have made blended cements, i.e. cements that contain designed amounts of SCMs, a widely produced and used cement type. This presents PureBase with a unique and valuable opportunity as a "clean and green" solution provider of natural Pozzolan as an additive for cement used in all types of construction.

Current practice may permit up to a 40% reduction of Portland cement used in the concrete mix when replaced with a carefully designed combination of approved Pozzolans. When the mix is designed properly, concrete can utilize Pozzolans without reducing the final compressive strength or other performance characteristics. The properties of hardened blended cements are strongly related to the development of the binder microstructure, i.e., to the distribution, type, shape and dimensions of both reaction products and pores. The beneficial effects of Pozzolan in terms of compressive strength performance and durability are mostly attributed to the pozzolanic reaction in which calcium hydroxide is consumed to produce additional C-S-H and C-A-H reaction products. These pozzolanic reaction products fill in pores and result in a refining of the pore size distribution or pore structure. This results in a lowered permeability of the binder and increased strength.

The Company believes the benefits of PureBase Pozzolan to the Cement Industry and Type 1P Pozzolan Cement include the following:

●	Pozzolan may constitute between 15% and 40% of the mass of Portland cement.

●	Pozzolan may be raw or calcinated.

●	Pozzolan is environmentally friendly.

●	Using Pozzolan requires less electricity in the production process.

●	Pozzolan reduces greenhouse effect.

●	Pozzolan increases durability in harsh (i.e. seismic active) environments.

●	Pozzolan cement can be used in most applications including concrete paving, reinforced walls, floors, sidewalks, well-cementing, precast-pre-stressed concrete, concrete pipe, block and paver production.

Pozzolan also has a cost advantage over the currently used number one and two SCM’s which are Type C & F fly ash. The current cost of burned coal by-product fly ash is approximately $78/ton. We plan to produce a raw Pozzolan SCM at very competitive rates. Cartage will play a major factor in pricing, but we anticipate there will still be a substantial cost margin between fly ash and Pozzolans.

Production of the Company’s SCM will depend on the Company’s ability to extract adequate amounts of the raw Pozzolan from its existing mining projects.

Purebase is also developing its National Distributor Program to strategically co-market and present our mutual products and services to local governments, industry and end consumers.

Purebase is also developing an International Distributor Program which typically involves an integrated approach and commitment to sales and marketing dollars with the ultimate, common goal of offering customers our suite of new products and solutions in the local markets of other countries. We believe our agricultural and SCM products can be very effectively utilized in many of the developing countries.

Both Distributor Programs will enjoy the benefits of local product labeling, co-marketing materials and reciprocal sales opportunities. The bottom line is a dynamic, fluid partnership that increases business.

In the future, the Company may wish to enter additional product markets which derive from natural resources such glass, silica chips and solar panels. In addition, after extracting large amounts of minerals the Company could consider becoming a licensed landfill site as part of the property reclamation process.

Proposed Budget for Implementation of Company’s Business Plan

	Phase I 1-3 months		Phase II 3-4 months		Phase III 5-7 months

Operating Expenses:
Acquisition of Snow White Mine	$	600,000	$	0	$	0
Acquisition of Other Properties		0		500,000		500,000
Project Costs		100,000		300,000		1,000,000
Laboratory		125,000		0		0
Debt Repayment		350,000		0		0
General & Administrative		275,000		0		500,000
Marketing		30,000		150,000		0
Interest Expense		150,000		0		0
Product Development		0		300,000		0
Net Expenses	$	1,630,000	$	1,250,000	$	2,000,000

The Company will initially rely on outside funding for these expenses. The need for external financing will be offset by revenues, as and when generated.

Industry Overview

Agricultural Industry

Agriculture and agriculture-related industries contributed $775.8 billion to the U.S. gross domestic product (GDP) in 2012, a 4.8% of GDP. The output of America’s farms contributed $166.9 billion of this sum—about 1% of GDP. In 2012, 16.5 million full- and part-time jobs were related to agriculture – about 9.2% of total U.S. employment. Direct on-farm employment provided over 2.6 million of these jobs. (Source: The US Department of Agriculture, Economic Research Service, Agricultural Resource Management Survey Farm Financial and Crop Production survey).

U.S. land area amounts to nearly 2.3 billion acres, with nearly 1.2 billion acres in agricultural lands. Virtually all farms today utilize various fertilizers to better utilize water resources and increase crop yields. In the US, corn crops use approximately 45% of the total available fertilizer. This is more than the combined 29% that wheat, soybeans, oilseeds, fruit and vegetables use. The remaining 26% is used by other crops. California leads the country as the largest Ag producer. In terms of sales value, California leads the country as the largest producer of agricultural products (crops and livestock), accounting for almost 11% of the national total, based on the 2012 Census of Agriculture. Iowa, Texas, Nebraska, and Minnesota round out the top five agricultural producing States, with those five representing more than a third of U.S. agricultural-output value.

Crops account for the largest share of the value of U.S. agricultural production. The value of agricultural production in the United States has risen over the past decade due to increases in production as well as higher prices. Yield gains for crops have been particularly important, although acreage has also risen recently in response to elevated prices since 2008. Falling prices led to a slight decline in value of crop production in 2013. While livestock production increased over the decade, prices were up more than 60% between 2003 and 2013, contributing to the rising value of livestock production and its agricultural consumption.

Climate change including increase in drought trends and an increasing population base are exacerbating the problem of adequate food production. Pesticides, GMO crops and irrigation with reclaimed water are some of the current solutions, but this is proving to be toxic to the environment, plant, animal and human health. Purebase is promoting environmental conservation through the manufacture, sale, and distribution of the highest quality industrial minerals and natural resources in the marketplace. Our plan is to create a high-quality alternative to current GMO limited use soil amendments in the world’s markets by offering a high quality water conservation product.

Production of the Company’s agricultural products will be dependent on the Company’s ability to extract adequate essential minerals from its existing projects or acquire such minerals from other existing sources. The Company currently obtains its humate minerals from an existing third party mine.

Construction Industry

Concrete is a common building material consisting of water, sand, gravel (i.e. aggregate), and cement. The Economist in June 2013 estimated world cement-makers’ annual revenue at $250 billion. Portland Cement is the most prevalent cementing material in the world. According to the Portland Cement Association (PCA), Long-Term Cement Consumption Outlook, the United States’ cement consumption is expected to reach nearly 192 million metric tons in 2035, up from current levels of an estimated 86 million metric tons in 2014.

Driven by healthy gains in the economy and most construction segments, cement use is expected to grow 7.9% in 2014 followed by increases of 8.4% in 2015 and 10.7% in 2016, according to the latest PCA forecast. The USA is the world’s 3rd largest producer of Cement. The increase will bring U.S. cement volume to 86.1 million tons this year, 93.3 million tons in 2015, and 103.2 million tons in 2016. Of the 50 US states, the top 3 cement producers in descending order by volume are Texas, California and Missouri. Long-term demand considerations must be weighed against supply conditions. Climate change legislation is likely to result in the elimination of wet process cement production. The National Emission Standards for Hazardous Air Pollutants (NESHAP) could force the closure of a further significant portion domestic cement capacity due to pollution concerns. This uncertain regulatory environment will likely cause a temporary hiatus in plant expansions once existing expansion plans are completed.

Competition

Major competitors is the Soil Amendments Industry include:

Tiger-sul: Tiger-sul is a manufacturer of bentonite sulphur and bentonite micronutrients technology. They manufacture products for the Agricultural, Organic & Turf markets.

Heart of Nature: Heart of Nature provides natural “ph reducing” sulfur products to farmers that help their crops to uptake water and nutrients more efficiently. Heart of Nature is located adjacent to the USMC mine site. This company is currently producing in the range of 1,500 tons per month.

Major competitors is the Cement Additive Industry include:

Headwaters Resources: Headwaters Incorporated (Headwaters) is a diversified company providing products, technologies and services in three industries: building products, coal combustion products (CCPs) and energy. The largest ash management company in the US, Headwaters markets nearly 20 million tons of fly ash annually from 30 states.

Boral: Boral Limited is Australia’s largest building and construction materials supplier and has significant operations in the USA and in Asia. With approximately $5 billion worth of sales, Boral has over 15,900 employees working across 717 operating sites. The US operations include the country’s largest brick manufacturer, the largest clay tile manufacturer, one of the largest fly ash suppliers, and the group holds a strong position in the Denver construction materials market and more recently in Oklahoma construction materials. Boral Materials Technologies has approximately 40 locations around the country including operations at electrical utility plants, fly ash terminals and sales offices marketing approximately 4 million tons of fly ash annually.

Salt River Materials Group: SRM, which is the marketing arm of Phoenix Cement is a leading supplier of Portland and masonry cements, fly ash and other Pozzolan SCMs, both normal and light weight aggregates, and natural gypsum products throughout Arizona and the Southwestern United States. SRM manages approximately 500,000 tons of fly ash annually.

Pricing Competition

The cement additive sector relies heavily on the construction industry. Increased construction activity ultimately decreases the amount of available competitive products, particularly fly ash. Reduced availability of competitive products results in increased costs making our natural Pozzolan more attractive to prospective customers.

The Top 3 buying criteria for SCMs are:

1. Product quality

2. Price with product proximity (i.e. cartage / delivery) as a principle factor in price

3. Service and support

Many of our competitors have greater exploration, production, and capital resources than we do, and may be able to compete more effectively in any of these areas. For example, these competitors may be able to spend greater amounts on acquisition of desirable mineral properties, on exploration of their mineral properties and on development of their mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance the exploration and development of their mineral properties. Our inability to secure capital to fund exploration and, if warranted, development costs for our mineral properties would create a competitive cost disadvantage in the marketplace which would have a material adverse effect on our operations and potential profitability.

We also compete in the hiring and retention of key executives, skilled laborers, experienced subcontractors and other employees and contract personnel. Consequently, though unlikely, it is possible that we may not be able to hire or retain qualified geologists, exploration personnel or equipment operators in the numbers or at the times desired.

Employees

As of January 31, 2015, we had four full-time employees and two consultants. Employees include a CEO, a CFO, an Operations Manager and a Senior Engineer. We anticipate hiring additional employees during the current year to work the Company's mining sites as our exploration and development programs commence. While skilled equipment and operations personnel are in demand, we believe we will be able to hire the necessary workers to sustain our current exploration and development programs. Our employees are not expected to be subject to a labor contract or collective bargaining agreement. We consider our employee relations to be good.

Consulting services, relating primarily to agricultural market research and product development, and relating to the development and application of SCMs, as well as other technical matters as may be deemed useful in the product development and branding activities, will be provided by independent contractors.

Government Controls and Regulations

Natural resource exploration, mining and processing operations are subject to various federal, state and local laws and regulations governing prospecting, exploration, development, production, labor standards, occupational health, mine safety, control of toxic substances, and other matters involving environmental protection and employment. United States environmental protection laws address the maintenance of air and water quality standards, the preservation of threatened and endangered species of wildlife and vegetation, the preservation of certain archaeological sites, reclamation, and limitations on the generation, transportation, storage and disposal of solid and hazardous wastes, among other things. There can be no assurance that all the required permits and governmental approvals necessary for any mining project with which we may be associated can be obtained on a timely basis, or maintained in good standing. Delays in obtaining or failure to obtain necessary government permits and approvals may adversely impact our operations. The regulatory environment in which we operate could change in ways that would substantially increase costs to achieve compliance. In addition, significant changes in regulation could have a material adverse effect on our operations and ability to timely and effectively implement our drilling/mapping programs and develop our mining properties.

Outlined below are some of the more significant aspects of governmental controls and regulations which materially affect the mining properties we will seek to explore.

Federal Regulation of Mining Activity

Mining activities, including drilling, mapping and development and production activities are subject to environmental laws, policies and regulations. These laws, policies and regulations affect, among other matters, emissions to the air, discharges to water, management of waste, management of hazardous substances, protection of natural resources, protection of endangered species, protection of antiquities and reclamation of mined land. Mining properties are also subject to numerous other federal, state and local laws and regulations. At the federal level, mining properties are subject to inspection and regulation by the Division of Mine Safety and Health Administration of the Department of Labor (“MSHA”) under provisions of the Federal Mine Safety and Health Act of 1977. The Occupation and Safety Health Administration (“OSHA”) also has jurisdiction over certain safety and health standards not covered by MSHA. Mining operations and all proposed exploration and development will require a variety of permits. In addition, any mining operations occurring on federal property are subject to regulation and inspection by the Bureau of Land Management (“BLM”). While we have considerable experience in the mining permitting process, permitting procedures are complex, costly, time consuming and subject to potential regulatory delay. We currently own mining rights in several properties having existing permits in place or properties where existing permitting requirements and other applicable environmental protection laws and regulations would not pose a material hindrance to our ability to explore and develop such properties. As part of our initial evaluation of suitable projects, we will ascertain a property’s regulatory compliance status and any issues affecting current or future permitting requirements. However, we cannot be certain that future changes in laws and regulations would not result in significant additional expenses, capital expenditures, restrictions or delays associated with the exploration and development of our current or future projects. We cannot predict whether we will be able to obtain new permits or whether material changes in permit conditions will be imposed. Obtaining new mining permits or the imposition of additional conditions could have a material adverse effect on our ability to develop the mining properties in which we have an interest or ownership.

Legislation has been introduced in prior sessions of the U.S. Congress to make significant revisions to the U.S. General Mining Law of 1872 that would affect our potential development of unpatented mining claims on federal lands, including any royalty on mineral production. It cannot be predicted whether any of these proposals will become law. Any levy of the type proposed would only apply to unpatented federal lands and accordingly could adversely affect the profitability of any future mineral production from projects being explored by the Company on federal property.

All of our current mining projects will be governed by the Bureau of Land Management and the US Forest Service. The Federal Land Policy and Management Act (1976) established the BLM’s multiple-use mandate to manage the public lands “in a manner that will protect the quality of scientific, scenic, historical, ecological, environmental, air and atmospheric, water resource, and archeological values; that, where appropriate, will preserve and protect certain public lands in their natural condition. The Lands, Minerals & Water Rights branch coordinates with BLM planning and resource specialists to manage surface resources, minerals and water rights to ensure that authorized uses of public lands do nothing to diminish their health and productivity or impair their use and enjoyment by present and future generations.

In connection with exploring, mining, and milling activities, we are subject to extensive federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species.

With respect to the permits required for our projects mentioned above, we may be unable to obtain such permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving such permits, our timetable and business plan for development and mining of these properties could be adversely affected. See Item1A. “Risk Factors” for more information.

Environmental Regulations

Legislation and implementation of regulations adopted or proposed by the United States Environmental Protection Agency (“EPA”), the BLM and by comparable agencies in various states directly and indirectly affect the mining industry in the United States. These laws and regulations address the environmental impact of mining and mineral processing, including potential contamination of soil and water from tailings, discharges and other wastes generated by mining process. In particular, legislation such as the Clean Water Act, the Clean Air Act, the Federal Resource Conservation and Recovery Act (“RCRA”), and the National Environmental Policy Act require analysis and/or impose effluent standards, new source performance standards, air quality standards and other design or operational requirements for various components of mining and mineral processing, including natural resource mining and processing of the type to be conducted by the Company. Such statutes also may impose liability on mine developers for remediation of waste they have created.

Mining projects also are subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA" or “Superfund”) which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered Species Act (“ESA”) which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Revisions to “CERCLA” and “ESA” are being considered by Congress; however, the impact of these potential revisions on our business is not clear at this time

The Clean Air Act, as amended, mandates the establishment of a Federal air permitting program, identifies a list of hazardous air pollutants, including various metals and pollutants, and establishes new enforcement authority. The EPA has published final regulations establishing the minimum elements of state operating permit programs. We will be required to comply with these EPA standards to the extent adopted by the State in which development projects are located.

In addition, developing mining sites requires mitigation of long-term environmental impacts by stabilizing, contouring, resloping, and revegetating various portions of a site. While a portion of the required work can be performed concurrently with developing the property, completion of the environmental mitigation occurs once removal of all materials and facilities has been completed. These reclamation efforts are conducted in accordance with detailed plans which have been reviewed and approved by the appropriate regulatory agencies. The mining developer must insure that all necessary cash deposits and provision to cover the estimated costs of such reclamation as required by permit are made.

Any exploration and development of mining projects by the Company will be conducted in substantial compliance with federal and state regulations and be consistent with the need to remediate any environmental impact.

ITEM 1A. RISK FA CTORS

You should carefully consider the following risk factors in evaluating our business. We have described the risks we consider to be material. However, there may be additional risks that we view as not material or of which we are not presently aware. If any of the risks described below were to occur, our business, prospects, financial condition, results of operations or cash flow could be materially adversely affected.

BUSINESS RISKS

PureBase has a limited operating history which makes the evaluation of its future business prospects difficult.

The Company has only recently changed its business focus from a web-based service provider to boaters to its current business of developing industrial and natural resources. Most of this new business will be conducted by Purebase Ag which is a development stage company which only recently was formed and commenced its business. Consequently, the Company and its subsidiaries have only limited operating history and an unproven business strategy and mining properties that are currently being developed. Our primary activities to date have been the design of its business plan and identifying and acquiring various natural mineral property rights or leases relating to mining projects which fit our project profile. As such we may not be able to achieve positive cash flows and our lack of operating history makes evaluation of our future business and prospects difficult. Neither the Company nor its subsidiaries have generated any revenues to date. The Company’s success is dependent upon the successful identification and development of suitable mineral projects. Any future success that we might achieve will depend upon many factors, including factors beyond our control which cannot be predicted at this time. These factors may include but are not limited to: changes in or increased levels of competition; the availability and cost of bringing mineral projects into production; the amount of industrial and/or natural resource reserves identified and the market price of and the uses for such minerals. These conditions may have a material adverse effect upon our business operating results and financial condition.

As a relatively new company, PureBase is unable to predict future revenues which makes an evaluation of its business speculative.

Because of the Company’s new business focus, lack of operating history and the introduction of its mining development strategy, its ability to accurately forecast revenues is very difficult. Future variables include the development and production of minerals from the Company’s mining projects, the market for the natural resources being mined by the Company, the price of various mineral resources and establishing a customer base. To the extent we are unsuccessful in establishing our business strategy and generating revenues through development of our own mining property or through our subsidiary, Purebase Ag, we may be unable to appropriately adjust spending in a timely manner to compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue generating activities, either of which could have a material adverse effect in our business, results of operations and financial condition.

PureBase expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses which could delay or prevent PureBase from achieving profitability.

As the Company’s business grows and expands, the Company will spend substantial capital on developing its various mining projects, research and development of uses for its minerals being mined, and establishing strategic relationships and operating infrastructure. We expect our cost of revenues, property development, general and administrative expenses, to continue to increase. If revenues do not increase to correspond with these increased expenses or if outside capital is not secured, there may be a material adverse effect on our business, cash flow and financial condition.

If the Company fails to raise additional capital to fund its business growth and project development, the Company’s new business could fail.

The Company anticipates having to raise significant amounts of capital to meet its anticipated needs for working capital and other cash requirements for the near term to develop its mining properties and uses for its mineral resources. The Company will attempt to raise such capital through the future issuance of stock or incurring debt. However, there is no assurance that we will be successful in raising sufficient additional capital and we have no arrangements for future financing and there can be no assurance that additional financing will be available to us. If adequate funds are not available or are not available on acceptable terms, our ability to fund the Company’s mining projects, take advantage of potential acquisition opportunities, develop or enhance the uses of its mineral resources or respond to competitive pressures would be significantly limited. Such limitation could have a material adverse effect on the Company’s business and financial condition.

Raising funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate certain of their rights to the rights of new investors or creditors.

We expect to raise additional funds in debt or equity financings if they are available to us on terms we believe reasonable to provide for working capital, carry out mining development programs or to make acquisitions. Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company. Incurring additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our Common Stock and would have to be repaid from future cash flow before there would be any return to investors.

Our business will depend on certain key PureBase personnel, the loss of which would adversely affect our chances of success.

The Company’s success depends to a significant extent upon the continued service of its senior management, key executives and consultants. We do not have “key person” life insurance policies on or any employment agreement with any of our officers or other employees. The loss of the services of any of the key members of senior management, other key personnel, or our inability to retain high quality subcontractors and mining personnel may have a material adverse effect on our business and operating results.

Former Purebase Ag stockholders will be able to control the Company.

As a result of the Reorganization described earlier, the initial stockholders of Purebase, Inc. (now Purebase Ag) were issued common stock of the Company representing 61% of the Company’s outstanding common stock. Accordingly, Mr. Dockter and other former Purebase, Inc. stockholders will have the ability to control the affairs of the Company for the foreseeable future.

A decline in the price of natural resources will adversely affect our chances of success.

The Company’s business plan is based on current development costs and current prices of pozzolan, silica and other natural resources being developed by the Company. However the price of minerals can be very volatile and subject to numerous factors beyond our control including industrial and agricultural demand, inflation, the supply of certain substitute minerals in the market, and the costs of mining, refining and shipping of the minerals. Any significant drop in the price of these natural resources will have a materially adverse effect on the results of our operations unless we are able to offset such a price drop by substantially increased production.

We have not yet developed our existing mining projects and have not established any Proven or Probable Reserves.

The Company and Purebase Ag have to date identified and acquired an interest in several mineral resource projects. However, neither the Company nor Purebase Ag has commenced development of these projects. While the Company and Purebase Ag believe that, based upon available data and the assumptions used and judgments made in interpreting such data, the properties/interests currently owned will yield commercially viable amounts of mineral resources, neither the Company nor Purebase Ag have done the necessary exploration/evaluation to establish any proven or probable reserves. Therefore we are unable to determine the quantity and quality of the mineral resources we may be able to recover. There is significant uncertainty in any resource estimate such that the actual deposits encountered or reserves validated and the economic viability of mining the deposits may differ materially from our expectations.

We may lose rights to properties if we fail to meet payment requirements or development or production schedules.

We expect to acquire rights to some of our mineral properties from leaseholds or purchase mining rights that require the payment of royalties, rent, minimum development expenditures or other installment fees or specified expenditures. If we fail to make these payments/expenditures when they are due, our mineral rights to the property may be terminated. This would be true for any other mineral rights which require payments to be made in order to maintain such rights.

Some contracts with respect to mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties. Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external financing, we may not have the funds necessary to meet these development/production schedules by the required dates.

Management may be unable to implement the Business Strategy.

The Company’s business strategy is to develop and extract certain minerals which they believe can have significant commercial applications and value. The Company’s business strategy also includes developing new uses and products derived from its mineral resources, such as the use of pozzolan as an ingredient for cement. There is no assurance that we will be able to identify and/or develop commercially viable uses for the minerals we will be supplying. In addition, even if we identify and/or develop commercial uses and markets for our minerals, the time and cost of mining, refining and distributing such minerals may exceed our expectations or, when developed, the amount of minerals recovered may fall significantly short of our expectations thus providing a lower return on investment or a loss to the Company.

We have not yet established a customer base or distribution system.

We have not yet established a customer base for our industrial and/or agricultural minerals or products nor have we obtained any supply contracts for our minerals and products. While we believe our pozzolan and other mineral resources will have significant markets for SCM, glass and agricultural applications, we have not yet entered into any agreements to purchase our minerals or products nor have we established a distribution system to deliver our minerals and products to customers. Our inability to attract customers or to deliver products in a time and cost effective manner would have an adverse effect on our potential revenues from and growth of our business.

Mineral exploration and mining are highly regulated industries.

Mining is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees’ health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners. We will strive to verify that projects currently owned or being considered, are currently operating or can be operated in substantial compliance with all known safety and environmental standards and regulations applicable to such mining properties. However, there can be no assurance that our compliance efforts could be challenged or that future changes in federal or state laws, regulations or interpretations thereof will not have a material adverse effect on our ability to establish and sustain mining operations.

The Auditor’s Report states there is substantial uncertainty about the ability of the Company to continue its operations as a going concern.

In their audit report dated February 27, 2015 included in this Form 10-K, the auditors expressed an opinion that substantial doubt exists as to whether the Company can continue as an ongoing business. In addition, the audit report dated December 22, 2014 relating to Purebase Ag (i.e. Purebase, Inc.) also contained a “going concern” caveat as to its ability to continue as a going concern. We believe that if we do not raise additional capital from outside sources in the near future or if the development of our mining properties does not generate revenues as planned, we may be forced to delay the implementation of our business plans.

We will face competition in our market space.

At the present time the Company is aware of other companies providing similar minerals and natural resources to those of the Company’s. In addition, other entities not currently offering the minerals or product uses similar to the Company’s may enter the industrial and agricultural markets. The Company’s natural resources and products will also have to compete with established minerals (such as fly ash for use in making cement) which are already in commercial and agricultural use. Any such competitors would likely have greater financial, mining production, marketing and sales resources than the Company. Increased competition may result in pricing pressures and the inability to increase market share, which may have an adverse effect on the Company’s business, operating results and financial condition.

We will incur increased costs and may have difficulty attracting and retaining qualified directors and executive officers as a result of being a public company.

PureBase is a public “reporting company” with the SEC. As a public reporting company, we will incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We also will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 as well as other rules implemented by the SEC. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage. As a result, we may experience difficulty attracting and retaining qualified individuals to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of these continuing costs we will incur as a result of being a public company.

SECURITIES RISKS

Most of the Company’s outstanding shares are subject to resale restrictions.

The shares of the Company’s common stock issued in the Reorganization transaction as well as shares held by affiliates, representing approximately 91% of the shares outstanding, have not be registered under the Securities Act or under any state's securities laws for public sale. As a result, these shares are deemed to be “restricted” or “control” shares as defined in Rule 144 under the Securities Act and subject to resale restrictions. Consequently, these

shares cannot be freely sold unless registered under the Securities Act or sold pursuant to an available exemption under Rule 144. However, since the Company has been previously designated as a “shell company” under the Securities Act, the resale exemptions under Rule 144 will not be available for a period of one year from December 24, 2014 (the date the Form 8-K describing the Company’s new business was filed with the US Securities and Exchange Commission (the “SEC”).

Inadequate market liquidity may make it difficult to sell our stock.

There is currently a very limited public market for our Common Stock, but we can give no assurance that there will always be such a market. Only 4,000,000 shares of our Common Stock are available for trading in the public market and we cannot give assurance that the market for our stock will develop sufficiently to create significant market liquidity and stable market prices in the future. A stockholder may find it difficult or impossible to sell shares of our Common Stock in the public market because of the limited number of potential buyers at any time or because of fluctuations in our market price. In addition, the shares of our Common Stock are not eligible as a margin security and lending institutions may not accept our Common Stock as collateral for a loan.

We do not anticipate paying any dividends in the foreseeable future, which may reduce the return on your investment in our common stock.

To date, the Company has not paid any cash dividends on its common stock and does not anticipate paying any such dividends in the foreseeable future. Payment of future dividends will depend on earnings and our capital requirements, and our debt facilities and other factors considered appropriate by our Executive Officers and Directors. There is no assurance that we will, at any time, generate sufficient profits or surplus cash that would be available for distribution as a dividend to the holders of our common stock. Our current plans are to use any profits that we may generate to fund our ongoing operations. Therefore, any return on your investment would derive from an increase in the price of our stock, which may or may not occur.

There is a limited active trading market for our common stock making our stock vulnerable to significant price and volume fluctuations.

There is currently a limited active trading market for our common stock which is listed and traded on the OTCQB (owned by NASDAQ Stock Market, Inc.). The OTCQB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. Consequently, the market for our common stock will depend to a certain extent on the number of market makers trading in our stock. The market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operating results, the activities of our market makers, general market conditions and other factors. In addition, stock markets have from time to time experienced significant price and volume fluctuations that have particularly affected the market prices of the shares of development stage companies, which may adversely affect the market price of our common stock in a material manner.

In addition, the financial markets have experienced recent extreme price and volume fluctuations. The market prices of securities in the natural resource industry have been highly volatile and may continue to be highly volatile in the future, some of which may be unrelated to the operating performance of particular companies. The sale or attempted sale of a large amount of common stock into the market may also have a significant impact on the trading price of our common stock. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance

ITEM 2. PROPE RT IES

Office Facilities

Our corporate offices are located at 1670 Sierra Avenue, Suite 402, Yuba City, CA 95993. The Company’s telephone number is (530) 676-7873 and on the Web at www.purebase.com .

The Company rents its facilities on a month-to-month basis for $5,000 per month. We believe this space is currently adequate however we expect to move into new office spaces during the current year. The Company leases its space from Optec Solutions which is a company of which Amy Clemens is part owner.

Mineral Properties/Interests

Our main emphasis is the commercialization of our three mining properties. The Company has two Pozzolan projects, one located in Northern California, and the other in Southern California to serve those areas as primary markets for the agricultural and construction sectors. The Company’s potassium sulfate project is located in south central Nevada which is close to the central valley markets we expect to serve with our agricultural products. While all of the properties contain mineral deposits, none of such deposits should be considered as “proven reserves” as defined in Industry Guide 7.

Company Owned Properties

Snow White Mine in San Bernardino County, CA

As previously disclosed on Form 8-K filed with the SEC on December 2, 2014, 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. 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. While the property is under contract to the Company, escrow has not yet closed until a final payment of $600,000 is made and full releases are received from the original Mineral Rights holders.

The Project consists of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine. The Snow White Mine property is located 17 miles north of Hinkley, California in San Bernardino County. This 280 acre combination of owned property (80 acres) and Non-Patented Placer Claims (200 acres) includes 8.33 acres which are conditionally permitted and ready for further development. The Project entry is made on Hinkley Road which is a 4 mile paved county-maintained road which converts to an existing unpaved road for the remaining 13 miles to the mine site.

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”). The fee property comes with clear title to surface and mineral rights. The claims are situated on federal BLM land. These claims are held with annual maintenance payments to the BLM and annual filings of intent to hold and affidavit assessment work. There is no expiration date on ownership of the leases as long as the annual payments are made and the annual filings are completed. They are both current. There is no equipment present at the claims location. No improvements have been made at the claims location. Power when needed, is from portable generators. Processing equipment when onsite is self-powered.

According to reports prepared by the California Journal of Mines and Geology, Vol. No. 49, and the California State Department of Natural Resources Bulletin #174 prepared in 1959 the property was formerly known as the Williams Brothers Quarry and classified as a very large pumicite deposit approximately 70 foot in thickness underlain by Rhyolitic tuffacous beds and overlain by layers of Perlite and Rhyolite, all minerals which are classified as Aluminum Silicate due to their primary chemical and petrographic constituents. There are no current records of production for the early operation of this mine. The Mine was previously owned by MATCON, US Mining and Materials Corporation.

The principal mineral deposit found within the Snow White Mine site is a unique combination of naturally formed, extremely pure, lightweight "ash-like" aluminum silicate mineral products that were created by explosive, volcanic activity. This unique deposit consists of multi layered strata of finely shattered or "atomized" rhyolitic glass with various amounts of aluminum, potassium, and magnesium as well as other trace minerals. This combined blend of stratified aluminum silicate materials is an extremely pure, naturally clean mineral product, which is free of external contamination as a result of its volcanic formation and uniform settlement in beds on the floor of an ancient lakebed that formed in this Superior Lake quadrangle of the West Mojave Desert region.

The Snow White Mine mineral geology and chemical makeup of Pozzolan make it an ideal mineral for use as an SCM. Based upon the methodology of the available geological reports for this project, combined with local knowledge of the site and the application of reasonable volume calculations, the Company believes there is an economically viable accessible combined ore body of mined pumice, tuff/brecia, perlite, and ryolite ore within the full 280 acre Snow White Mine property. The fee property and claims location have had no exploratory drilling done by Purebase that identifies proven or probable reserves. However, the Company obtained a third party executive summary that was given to us and prepared by the seller of this mine site. It contains privately collected data and is being filed as Exhibit 10.7 herewith. The Company believes this summary along with our physical inspections of the property are sufficient to support the Company’s believe that mineral reserves do exist which could be economically and legally extracted and produced. The Company is currently preparing a drill program that will help to delineate the pumice, tuff/brecia, perlite, and ryolite strata thicknesses, dimensions and size.

Purebase Properties Acquired

Placer Mining Claims USMC 1-50

On July 30, 2014 Purebase entered into a Placer Claims Assignment Agreement pursuant to which Scott Dockter and Teresa Dockter assigned their rights to certain Placer Mining Claim Notices 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” (the “USMC Placer Claims”) for which Purebase Ag issued 12,708,000 shares of its common stock to Scott Dockter in exchange for these Mining Rights.

The USMC Placer Claims is a placer claims resource covering 1,145 acres of mining property located in Lassen County, California and located in an area known as the “Long Valley Pozzolan Deposit”. Purebase Ag holds non-patented mining rights to the property consisting of contiguous placer claims within the boundaries of a known and qualified Pozzolan deposit. This property can be accessed at multiple entry points. At the Northern portion of the property at the intersection of Hwy 70 and Hwy 395 there is a paved entrance that leads to an off- road entry to the claims area. At the Southern end of the property there is a paved entry off the Hwy that leads to an off-road entry to the site. Approximately 6.5 miles north of the California and Nevada state line is this Southern Paved Hwy entrance that also permits access to the property. These claims are situated on federal BLM land require annual maintenance payments to the BLM and annual filings of intent to hold and affidavit assessment work. There is no expiration date on ownership of the leases as long as the annual payments are made and the annual filings are completed. They are both current. There have been no previous operators at these claim locations, consequently no improvements have been made at the claims location. There is no equipment present at the claims location. Power when needed, is from portable generators. Processing equipment when onsite is self-powered.

While the USMC Placer Claims property is native and undisturbed and has not been previously explored or mined, this area is included in a State sponsored report showing this area is underlain by mineral deposits for which geological information indicates that significant inferred resources of natural pozzolan are present. The State sponsored report is filed herewith as Exhibit 10.6. The Long Valley Pozzolan Deposit is a lacustrine diatomaceous and tuffaceous siltstone which is exposed in a north-south trend for a distance of nearly 10 miles. Long Valley is one of several Miocene-Pliocene age sedimentary basins in northeastern California and northwestern Nevada. The area is

marked by the complex structural styles of the Sierra Nevada Basin and Range transition zone. Among the leading structural styles are northerly trending normal faulting characteristic of the eastern Sierra Nevada and north-northeast trending extensional normal faulting characteristic of the Basin and Range. The project is in an area defined in a State sponsored report as an area containing a unique blend of volcanic origin and diatoms. Based on visual and geological evidence suggesting these minerals are present along with the information contained within the state sponsored report, the Company believes this data indicates that mineral reserves do exist which could be economically and legally extracted and produced once necessary permits are obtained.

This project will be designed as an open pit mine. Purebase Ag is developing exploration plans which include preparing a drill program to define the limits and reserve calculations of the minerals present and preparing the phase I portion of the permitting plans. This will also include completing all required environmental and regulatory applications and reviews with the BLM, State of California and Lassen County. The economic potential for this project makes it an attractive source of SCM in the region.

Federal Mineral Preference Rights Lease in Esmeralda County, NV

On October 6, 2014 Purebase entered into an Assignment of Lease from US Mine Corp. pursuant to which Purebase acquired the rights to a Preference Rights Lease granted by the BLM covering approximately 2,500 acres of land located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada (referred to as the “Esmeralda Project”).

Contained in the Esmeralda Project’s leased property is the mining property known as 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 Ag under a Federal Mineral Preference Right Lease. It is a 20 year lease that began on August 28, 2002 and extends to August 28, 2022. There are annual minimum royalty and rental payments. The project has an approved Reclamation Plan – Nevada Division of Environmental Protection Permit #0192 – and an approved Plan of Operations, BLM Case Number N65-99-001P. There is a reclamation bond in place in the amount of $47,310.30. The BLM is the bond holder.

The current operation is an open pit mine site, It is fully permitted and partially developed. The total allowed disturbed acreage for the existing and approved reclamation plan is 14.45 acres. There has been production at the mine site with approximately 6,425 tons of processed course grade material in a stockpile at the site available for shipment and sale. The site entrance is located approximately 10 miles south of Hwy 95/6 on Hwy 265 on the East side of the Hwy. The mine site location is 3.4 miles of unpaved road from the Hwy. The existing site equipment consist of a 40’ storage container, a 8,000 gallon water tank and portable single axel truck scale. Pit development has begun and rectified drawings have been recorded to the existing site disturbance. Power when needed, is from portable generators. Processing equipment when onsite is self-powered.

The property is known to contain large amounts of altered volcanic tuff composed of Alunite, K-Alum, Jarosite, Gypsum, Native Sulfur and K-feldspar. The geology of the area around the mine site includes deposits of potassium and sulfur described as being in an elongated dike like or neck like mass of ryolite having the appearance of being intrusive into gently folded white and red sedimentary ryolitic tuffs of Tertiary age. Sulfur occurs in this area as irregular seams and blebs in altered Tertiary sedimentary rocks and welded tuffs (Albers and Stewart 1972). The area has been mapped as Tertiary Esperanza Formation. Much of the area is covered with quaternary alluvium partially obscuring the relationships of the underlying rocks. It appears that these fumarolic deposits are related to plutonic outcrops in the area, specifically the Weepah Hills Pluton.

There has been some preliminary exploration at the site. There is a new exploration plan being developed in concert with a new mine plan that will allow for expansion on the existing site. Phase I planning includes continued exploration, expansion and development of the existing permitted mine site. Included in the Phase II planning is the installation of onsite crushing and sizing machinery, truck scale and other equipment at the mine site.

Proprietary technology applicable to cement and other products of interest to PureBase

On November 24, 2014 Purebase Ag entered into a Plan and Agreement of Reorganization pursuant to which it acquired 100% of the membership interests in US Agricultural Minerals, LLC, a Nevada limited liability company, the Manager-Members of which were, Scott Dockter (50%), John Bremer (25%) and Laura Bremer (25%). John and Laura Bremer are husband and wife. Purebase issued 115,000 shares of its common stock and assumed $1,000,000 of debt in exchange for 100% ownership of US Agricultural Minerals, LLC (“USAM”). USAM has spent $700,000 to develop certain intellectual property applicable to making cement and other products of interest to PureBase. Specifically, USAM has done extensive research and testing of Potassium Sulfate, Lignite and Pozzolan minerals for agricultural applications and use as a high grade SCM.

Contract Mining Agreement

Purebase Ag entered into a Contract Mining Agreement with US Mine Corp. dated November 1, 2013 pursuant to which US Mine Corp. agrees to provide various technical evaluations and mine development services to Purebase Ag with regard to the various mining properties/rights owned by Purebase Ag or its affiliates.

In the future, the Company may wish to enter additional product markets which derive from natural resources such as procuring properties containing silica sand and Kaolin clays which could be used to make glass, silica chips and solar panels. The Company may also acquire properties containing humate in order to augment its agricultural soil supplements. In addition, after extracting large amounts of minerals the Company could consider becoming a licensed landfill site as part of the property reclamation process.

ITEM 3. LEGAL P ROCEEDINGS

Purebase Ag and US Agricultural Minerals, LLC along with certain principals of those entities were named as defendants in a Complaint filed in the Second Judicial District Court in Washoe County, Nevada (Case # CV14 01348) on June 23, 2014. The Complaint was filed by Madelaine and Edwin Durand alleging various causes of action including breach of contract and misrepresentations by various defendants and certain principals of Purebase Ag and USAM. The substance of the Complaint involves the alleged breach and other wrongful acts pertaining to a Mineral Lease Contract and a Non-Disclosure, Confidentiality and Non-Compete Agreement entered into between the Plaintiffs and the Defendants. The Plaintiffs are seeking an injunction and monetary damages while the Defendants seek to dismiss the case alleging that the Plaintiffs did not have good title to the mineral rights they were attempting to lease to Defendants. On September 11, 2014 a Motion to Dismiss was filed on behalf of all Defendants. A hearing on the Motion to Dismiss was held on February 6, 2015 but was not fully concluded. The Parties are awaiting a Court date to conclude the Hearing on the Motion to Dismiss pending a separate Motion by the Plaintiffs to disqualify Defendants’ Nevada attorneys.

ITEM 4. MINE SAFETY DISC LO SURES

The planned operation of our mining projects will be subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA’s activities include the inspection of mines on a regular basis and the issuance of various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA has significantly increased its inspection and enforcement programs.

Purebase, as a natural resource mining operator, will be required to report certain mine safety violations or other regulatory matters as mandated by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 4 of Regulation S-K. Any such violations or regulatory matters must be disclosed in Exhibit 95 to be included with the Company’s Annual Report on Form 10-K.

Since the Company has only recently commenced limited mining operations only the Chimney 1 sulfate mineral project is MSHA approved for operation. The Company’s remaining mining operations have not been inspected by MSHA. On July 17, 2013 US Mine Corp, the operator of the Chimney 1 mineral project, was cited by MSHA for a records violation. Other than the foregoing citation, the Company or its project operators have not received any other citations or orders pertaining to any violation of the Mine Act or any other federal or state regulation relating to its mining activities.

P AR T II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND I SS UER PURCHASES OF EQUITY SECURITIES .

Market for Our Common Stock

In 2013, our Common Stock was approved for quotation on the OTCQB (operated by the OTC Markets Group) where it is traded under the symbol “POCO.OB”. As a result of the Company’s name change, FINRA approved the change of the Company’s trading symbol to “PUBC” effective as of January 12, 2015. As of February19, 2015 the closing price of our Common Stock was $5.40 per share.

Price Range of Our Common Stock

A public trading market having the characteristics of depth, liquidity and orderliness depends upon the existence of market makers as well as the presence of willing buyers and sellers, which are circumstances over which we do not have control. The following table sets forth the high and low closing prices reported by the OTCQB for our Common Stock in the periods indicated beginning October 3, 2013 when the POCO’s shares first became quoted on the Over-the-Counter Bulletin Board. The quotations below reflect inter-dealer selling prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

COMPANY’S COMMON STOCK	Low			High
October 3, 2013 – December 31, 2013	$		*	$		*
January 1, 2014 –March 31, 2014	$		*	$		*
April 1, 2014–June 30, 2014	$		*	$		*
July 1, 2014 – September 23, 2014	$		*	$		*
September 24, 2014 (1) – December 22, 2014	$	0.02		$	3.50
December 23, 2014 (2) – February19, 2015	$	3.40		$	6.10

_________________________________________
*	There were no trades in the Company’s shares of common stock during these periods
(1)	Date of Change of Control
(2)	Date of Reorganization between POCO and Purebase, Inc.

Stockholders

As of February17, 2015, there were approximately 107 holders of record of our Common Stock. This amount does not include stockholders whose shares are held in street name.

Dividend Policy

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. However, the Nevada Revised Statutes do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

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 stockholders, if any, who have preferential rights superior to those receiving the dividend.

We have never declared or paid any cash dividends on our Common Stock. We currently anticipate that we will retain all future earnings for the expansion and operation of our business and do not anticipate paying cash dividends in the foreseeable future.

Transfer Agent

The transfer agent for Purebase’s common stock is Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301 Clearwater, Florida 33760; phone #: (727) 289-0010.

Our Common Stock is subject to the “penny stock regulation”

Our common stock is currently deemed to be “penny stock”. Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our securities may be subject to “penny stock rules” that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Consequently, the “penny stock rules” may restrict the ability of broker-dealers to buy and sell our securities and may have the effect of reducing the level of trading activity of our common stock in the secondary market.

The Financial Industry Regulatory Authority sales practice requirements may limit stockholders’ ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit a stockholders ability to buy and sell our stock and have an adverse effect on the market for shares of our common stock.

Securities Authorized For Issuance Under Equity Compensation Plans

The Company does not have any equity compensation plans.

Recent Sales of Unregistered Securities

In addition to sales of unregistered securities previously reported by POCO in its Form 10-Q’s, 10-K’s and Form 8-K’s, during POCO’s most recent fiscal year ending November 30, 2014, POCO did not issue any securities pursuant to exemptions from registration under the Securities Act .

Subsequent to the end of the Company’s fiscal year POCO entered into and consummated a Plan and Agreement of Reorganization between the Company and Purebase, Inc., and certain stockholders of Purebase, Inc. on December 23, 2014 (the “Reorganization”). Pursuant to the Reorganization, the Company acquired 43,709,412 of the issued and outstanding shares of Purebase, Inc., a private Nevada corporation in a 1-for-1 exchange for 43,709,412 shares of the common stock of the Company. As a result of the Reorganization, Purebase, Inc. became a majority-owned subsidiary of the Company and the former stockholders of Purebase, Inc. now own, in the aggregate, approximately 61% of the Company’s outstanding common stock. Upon consummation of this Reorganization, the Company is in the process of seeking to exchange the remaining 2,108,390 shares of issued and outstanding shares of Purebase, Inc. from its remaining stockholders on the same 1-for-1 exchange ratio. Purebase stockholders choosing not to exchange their Purebase, Inc. shares for shares of the Company will retain their stock ownership in Purebase, Inc. and Purebase, Inc. will remain a majority-owned subsidiary of the Company. This exchange transaction involved no public solicitations or advertising. The transaction involved an exchange of shares exclusively with existing stockholders of Purebase, Inc. each of whom represented to the Company that the securities were being acquired for investment purposes only and not with an intention to resell or distribute such securities. The shares issued in the exchange transaction were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. The securities are deemed to be “restricted securities” as defined in Rule 144 under the Securities Act and the stock certificates bear a legend limiting the resale thereof.

Use of Proceeds from First Registered Offering

POCO’s first registration statement filed under the Securities Act was declared effective on July 30, 2013 and a Post-effective Amendment to the registration statement was declared effective on August 7, 2014. However, the registration statement covered only shares being sold by selling stockholders of POCO. Consequently, no proceeds were realized by the issuer.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

The Company did not purchase any of its shares of common stock or other securities during the fiscal year ended November 30, 2014.

ITEM 6. SELECTED F IN ANCIAL DATA

The Company is not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FI NANCIAL CONDITION AND RESULTS OF OPERATION S

Due to the fact that the Company was a shell company with minimal assets and business activity, the following discussion should be read in conjunction with the audited November 30, 2014 Financial Statements and Notes of Purebase, Inc., an operating company and, as a result of the Reorganization in December, 2014, a majority-owned subsidiary of the Company, included in this Form 10-K. 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 those discussed below and elsewhere in this annual report.

Former Plan of Operations

POCO’s former plan of operations was to create a web-based service that would offer boaters an easy, convenient, fun and easy to use online resource to help them plan and organize their boating trips. POCO’s intended website would provide listings for a plethora of product and service providers of interest to the boating traveler, including available moorage facilities, along with a full presentation of information important to boaters, such as location, address, phone number, email, Dock information, availability of fuel and power, pricing, along with other applicable information. POCO’s intended website would also provide information relating to restaurants in the immediate area or further away, attractions either within walking distance, or general attractions in the area, accommodations, repair services, boat rental, yacht brokerage services, maps as well as a variety of other services such as grocery locations, food delivery services, cleaning services, car rental and nanny services. The targeted market included boaters who go on vacation, towing their boats, those that travel using their boats, and others who wish a boating experience while on their vacation.

As of November 30, 2014, POCO was still in its development and planning stage and had not commenced business operations on its proposed website. POCO’s website had not yet been developed and substantial additional development work and funding were required before the website could be fully operational. The first phase of POCO’s plan of operation was to design and construct the initial Port of Call Online website and initiate its initial marketing strategies. Expenses related to stage one were expected to be approximately $15,000. The second phase of POCO’s plan of operation was the development of critical mass and additional marketing efforts. POCO did not have sufficient capital to begin the second phase of its plan of operation which was estimated to employ one individual for $2,000 per month. The third phase of POCO’s plan of operations was to establish a presence in additional market areas and enhance marketing activities. The implementation of this third phase was dependent on the success of the first two phases. POCO did not have sufficient capital to proceed with this phase of its plan of operations.

POCO never had revenues, had achieved losses since inception, had been issued a going concern opinion by its auditors and relied upon the sale of its securities to fund operations. POCO did not anticipate earning revenues until it had completed its website and commenced marketing activities. As of November 30, 2014, POCO had no cash on hand and $3,500 in liabilities. Accordingly, POCO’s working capital position as of November 30, 2014 was a negative ($3,500). Since its inception through November 30, 2014, POCO had incurred an accumulated deficit of $58,500. POCO’s net loss was due to lack of revenues to offset its expenses related to the creation and development of its proposed business.

Current Plan of Operations

As a result of the change in management of the Company, the Company is no longer pursuing its prior business of developing web-based services for boaters but intends to pursue interests in the field of industrial minerals and natural resources. 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 as its top priority. The Company’s business plan is to define, acquire and commercially develop world-class industrial and natural mineral deposits to be sold in the industrial and agricultural market sectors.

Results of Operation

We have included a discussion and analysis of the operations of Purebase, Inc. which represents a substantial part of the Company’s current operations rather than the Company’s former operations as a “shell company” with minimal operations, as it is more relevant to the reader. The Company’s Reorganization transaction occurred on December 23, 2014, after the close of the Company’s current fiscal year. As of December 23, 2014, the Company was no longer a “shell company” and its business was no longer providing web-based services to boaters but was now pursuing a new line of business in the natural resources sector. Our financial reporting commences as of April, 2013, which is when the Company’s wholly-owned subsidiary, Purebase Agricultural, Inc.(f.k.a. Purebase, Inc.) initiated the Company's current mineral projects acquisitions and development business.

As a further result of the Reorganization transaction, the Company changed its fiscal year from ending December 31 to ending November 30 to adopt the fiscal year end of Purebase, Inc. The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended November 30, 2014 as compared to the period from April, 2013throughNovember 30, 2013.

Overview

During the current fiscal year ended November 30, 2014, Purebase, Inc. generated no revenues. Total assets increased from $255,863 as of November 30, 2013 to $513,978 as of November 30, 2014. Total liabilities increased significantly from $683,139 at November 30, 2013 to $1,307,053 at November 30, 2014 reflecting the significant increase in long term debt to cover operating expenses occurring during 2014.

Results of Operations for the fiscal year ended November 30, 2014 compared to the period of Inception through November 30, 2013

Purebase, Inc.’s operating results for the year ended November 30, 2014 and the 6-month period ended November 30, 2013 are summarized as follows:

	Year Ended		8-Month Period Ended
	11/30/14		11/30/13

Revenue	$	0	$	0
Operating Expenses	$	800,701	$	405,143
Net Loss	$	856,783	$	427,276

Revenue

Since inception neither the Company nor its subsidiary Purebase, Inc. generated any revenue from operations.

Operating Costs and Expenses

Total operating expenses for Purebase, Inc. for the fiscal year ended November 30, 2014 were $800,701 compared to $405,143 of expenses incurred for the fiscal year ended November 30, 2013. This increase is attributed to the significant increase in business operations relating to the acquisition and development of mineral resource projects. Exploration and mining start-up costs for the fiscal year ended November 30, 2014were $123,050 compared to $363,072 for the fiscal year ended November 30, 2013, a decrease of 65%. The decrease in exploration and mining start-up costs is the result of higher phase 1 development costs at the Sulfate Mineral Lease site in 2013 and lower costs due to the beginning stages of development at the Long Valley Pozzolan Project during 2014.

General and administrative costs for Purebase, Inc. for the fiscal year ended November 30, 2014 were $665,608 and for the fiscal year ended November 30, 2013 the expenses were $37,721. The increase in general and administrative expenses is attributed to the significant increase in the evaluation, acquisition and development of several mineral resource projects and a full year of operations versus the partial 8-month period reported from commencement of business through November 30, 2013. Included in Purebase, Inc.’s G&A expenses are professional fees for the fiscal year ended November 30, 2014which were $103,414 and for the period ended November 30, 2013 the expenses were $6,720. The increase in professional fees is attributed to the increase in legal and accounting expenses related to operating as a publicly reporting company and additional legal and accounting consulting costs associated with the start-up and expansion costs of the Company's business.

Purebase Inc.’s interest expense increased from $12,246 for the period ended November 30, 2013 to $40,093 for the fiscal year ended November 30, 2014. The increase was due to the significant increase in servicing cost associated with the debt financing generated by Purebase, Inc., which increased from $679,784 from the 8-month period from commencement of business through November 30, 2013 to $1,200,000 for the fiscal year ended November 30, 2014.

Net Loss

Purebase, Inc. incurred a net loss of $856,783 for the fiscal year ended November 30, 2014 compared to a net loss of $427,276 for the period ended November 30, 2013, an increase of 100%. The increase in net loss is the result of expenses relating to Purebase, Inc.’s initial mineral lease/acquisition payments; costs associated with project development and Purebase, Inc.’s increasing general business expenses relating to establishing Purebase, Inc.’s business, coupled with a lack of revenues to offset these expenses.

Liquidity and Capital Resources

At November 30, 2014, Purebase, Inc.’s cash balance was $171,720 and it had a working capital deficit of ($36,895). Purebase, Inc. has insufficient cash on hand to pursue its long range business plan and the Company will be required to raise additional capital to fund its operations. Until we are able to establish a sufficient revenue stream from operations our ability to meet our 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 our current cash and cash equivalents will not be sufficient to meet our working capital requirements for the next twelve month period. We have had negative cash flow from operating activities as we have not yet begun to generate revenues from production. 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 such other financing transactions as the Company may determine.

We expect further exploration and development of our current or future projects to commence generating revenues during the next six months but 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 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

The consolidated financial statements presented in this annual report have been prepared under the assumption that the Company and its subsidiary Purebase, Inc. will continue as a going concern. The Company had a net operating loss of $12,100 while its subsidiary Purebase, Inc. has incurred a net operating loss of $856,783 for the fiscal year ended November 30, 2014. The Company had a working capital deficiency of ($3,500) while its subsidiary Purebase, Inc. had a working capital deficiency of ($36,895) as of November 30, 2014. The Company does not have sufficient cash at November 30, 2014 to fund normal operations for the next 12 months. The Company has realized no revenues and its ability to continue as a going concern is dependent on the Company’s ability to raise capital to fund its future project development and working capital requirements. The Company’s plans for the long-term

attainment and continuation as a going concern include financing the Company’s future operations through sales of its common stock, entering into debt or line of credit facilities, generating revenue from the sale of mineral production from mining activities and the eventual profitable exploitation of its mineral resource properties. There is no assurance that the Company will be able to obtain funds from any of these potential sources of capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently investigating a number of alternatives for raising additional capital with potential investors, lenders and joint venture partners.

Recent Financing Transactions

During the fiscal year ended November 30, 2014Purebase, Inc. raised $1,140,984 capital from the issuance of notes payable and through the private placement of common stock.

Debt Financing

Subsequent to the fiscal year end, the Company, on December 23, 2014 pursuant to the Reorganization, the Company consolidated $200,000 of notes payable and $1,000,000 in long term debt owed by its subsidiary Purebase Ag.

Issuance of Common Stock

The Company did not issue any common stock to raise capital during the fiscal year ended November 30, 2013.

On November 24, 2014 Purebase Ag issued 162,802 Units at a price of $3.00 per Unit with each Unit consisting of one share of its common stock and a warrant to acquire one additional share of its stock at $6.00/share. The Units were sold to 10 investors in a private placement for total proceeds of $488,406 which was used to fund its business operations.

Tabular Disclosure of Contractual Obligations as of December 23, 2014(the Reorganization Date):

			Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Long-Term Debt Obligations	$	999,845		60,000	$	939,845		-0-		-0-

Mineral Lease Obligations		82,461		11,780		35,340		35,340		-0-

Operating Lease Obligations		70,036		10,012		30,012	$	30,012		-0-

Total	$	1,152,342	$	81,792	$	1,005,197	$	65,352		-0-

Off-Balance Sheet Arrangements

Since the Company’s inception through November 30, 2014, we have not engaged in any 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, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Use of Estimates and Assumptions

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents.

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying tax rates expected to be enacted for the year in which we expect the differences will reverse or settle. Based on the evaluation of available evidence, we recognize future tax benefits, such as net operating loss carryforwards, to the extent that we believe it is more likely than not that we will realize these benefits. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings as appropriate. In assessing a need for a valuation allowance, we look to the future reversal of existing taxable temporary differences and estimated future taxable income.

Development Stage Company

Effective December 23, 2014 (date of Reorganization), the Company is considered an exploration stage company as defined in Industry Guide No. 7.The Company’s development stage activities consist of evaluating and developing several mining properties located in Nevada and California. Sources of financing for these development stage activities have been primarily debt and equity financing.

Valuation of long-lived assets

Long-lived assets, consisting primarily of property and equipment, comprise a significant portion of our total assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Recoverability of assets is measured by a comparison of the carrying value of an asset to the future net cash flows expected to be generated by those assets. The cash flow projections are based on historical experience, management’s view of growth rates within the industry, and the anticipated future economic environment.

Factors we consider important that could trigger a review for impairment include the following:

(a)

significant underperformance relative to expected historical or projected future operating results,

(b)

significant changes in the manner of our use of the acquired assets or the strategy of our overall business, and

(c)

significant negative industry or economic trends.

When we determine that the carrying value of long-lived assets and related goodwill and enterprise-level goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model.

Deferred Reclamation Costs

In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations,” (now ASC 410-20) which established a uniform methodology for accounting for estimated reclamation and abandonment costs. The statement was adopted February 1, 2003. The reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate.

Prior to adoption of SFAS No. 143, estimated future reclamation costs were based principally on legal and regulatory requirements. Such costs related to active mines were accrued and charged over the expected operating lives of the mines using the units-of-production method based on proven and probable reserves. Future remediation costs for inactive mines were accrued based on management’s best estimate at the end of each period of the undiscounted costs expected to be incurred at a site. Such cost estimates included, where applicable, ongoing care, maintenance and monitoring costs. Changes in estimates at inactive mines were reflected in earnings in the period an estimate was revised.

Exploration Costs

Exploration costs are expensed as incurred. All costs related to property acquisitions are capitalized.

Project Development Costs

Project development costs consist of all costs associated with bringing mining property into production, to develop new mineral resource bodies and to develop mining areas substantially in advance of current production. The decision to develop a mining project is based on assessment of the commercial viability of the property and the availability of financing. Once the decision to proceed to development is made, development and other expenditures relating to the project will be deferred and carried at cost with the intention that these will be depleted by charges against earnings from future mining operations. No depreciation will be charged against the property until commercial production commences. After a mining property has been brought into commercial production, any additional work on that property will be expensed as incurred, except for large development programs, which will be deferred and depleted.

Reclamation Costs

Reclamation costs and related accrued liabilities, which are based on our interpretation of current environmental and regulatory requirements, are accrued and expensed, upon determination.

Based on current environmental regulations and known reclamation requirements, management has included its best estimates of these obligations in its reclamation accruals which amounted to $0 at November 30, 2014. However, it is reasonably possible that our best estimates of our ultimate reclamation liabilities could change as a result of changes in regulations or cost estimates.

Valuation of Derivative Instruments

ASC 815-15 requires bifurcation of embedded derivative instruments and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black Scholes model as a valuation technique. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives. In addition, the fair values of freestanding derivative instruments such as warrants are valued using Black Scholes models.

Stock-Based Compensation

We will account for any future issuance of stock options to employees using the fair market value method according to ASC 718, Share-Based Payment .

Adopted Accounting Pronouncements

See Note 1 to the Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES A BOUT MARKET RISK

The Company is not required to provide this information.

ITEM 8. FINANCI AL STATEMENTS

INDEX TO FINANCIAL STATEMENTS FOR

PORT OF CALL ONLINE, INC.

Report of Independent Registered Public Accounting Firm	F-1

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of November 30, 2014 and December 31, 2013	F-3

Consolidated Statement of Operations for the 11-month period ended November 30, 2014 and the fiscal year ended December 31, 2013	F-4

Consolidated Statements of Cash Flows for the 11-month period ended November 30, 2014 and the fiscal year ended December 31, 2013	F-5

Consolidated Statement of Stockholders’ Deficit from December 31, 2012 through November 30, 2014	F-6

Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPE ND ENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Port of Call Online, Inc.:

We have audited the accompanying balance sheet of Port of Call Online, Inc. (now Purebase Corporation) as of November 30, 2014, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of and for the year ended December 31, 2013 were audited by other auditors and whose report, dated April 11, 2014, on those financial statements included an explanatory paragraph that expressed substantial doubt about the Company’s ability to continue as a going concern.

We conducted our audit in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Port of Call Online, Inc. as of November 30, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred operating losses and negative cash flows from operations since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ Rose, Snyder & Jacobs LLP

Encino, California

February 27, 2015

F - 1

REPORT OF IN DE PENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Port of Call Online, Inc.:

We have audited the accompanying balance sheet of Port of Call Online, Inc. (“the “Company”) as of December 31, 2013, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Port of Call Online, Inc. as of December 31, 2013, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no revenues and accumulated deficit of $46,400 since inception. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters also are described in the financial statements, which includes the raising of additional equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, California

April 11, 2014

For the Fiscal Year Ended		Commission File Number
November 30, 2014		333-188575

Nevada		27-2060863
(State of Incorporation)		(I.R.S. Employer Identification)

Title of Each Class	Name of Each Exchange on Which Registered
None	None

			Page of Report
PART I			5
	ITEM 1.	BUSINESS	5
	ITEM 1A.	RISK FACTORS	12
	ITEM 2.	PROPERTIES	17
	ITEM 3.	LEGAL PROCEEDINGS	19
	ITEM 4.	MINE SAFETY DISCLOSURES	19
PART II			20
	ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
		MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
		EQUITY SECURITIES.	20
	ITEM 6.	SELECTED FINANCIAL DATA	22
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
		CONDITION AND RESULTS OF OPERATIONS	22
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
		MARKET RISK	29
	ITEM 8.	FINANCIAL STATEMENTS INDEX	33,34
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
		ACCOUNTING AND FINANCIAL DISCLOSURE	35
	ITEM 9A.	CONTROLS AND PROCEDURES	35
	ITEM 9B.	OTHER INFORMATION	36
PART III			36
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	36
	ITEM 11.	EXECUTIVE COMPENSATION	40
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
		AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	43
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
		AND DIRECTOR INDEPENDENCE	43
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	45
PART IV			47
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	47
SIGNATURES			48

	November 30,			December 31,
	2014			2013

Assets

Current assets
Cash	$	0		$	400

Total current assets		0			400

Other assets		0			1,300
Total other assets		0			1,300
Total assets	$	0		$	1,700

Liabilities and Stockholders’ Deficit

Liabilities
Accounts payable	$	3,500		$	1,100
Total liabilities	$	3,500		$	1,100

Commitments and contingencies (Note 5)

Stockholders’ Equity (Deficit)
Common Stock,par value $0.001;520,000,000 shares
authorized; 24,400,000 shares issued and outstanding	$	3,050		$	3,050
Additional Paid In Capital		51,950			43,950
Accumulated deficit		(58,500	)		(46,400	)

Stockholders’ Equity (Deficit)		(3,500	)		600

Total liabilities and stockholders’ Equity (Deficit)	$	0		$	1,700

	(11 Months) Year Ended November 30,			Year Ended December 31,
	2014			2013

Operating expenses:

General and administrative	$	12,100		$	38,900

Total operating expenses		12,100			38,900

Loss from operations		(12,100	)		(38,900	)

Net loss	$	(12,100	)	$	(38,900	)

Basic and Diluted Loss Per Share	$	(0.00	)	$	(0.00	)

Weighted average common shares
outstanding - basic and diluted*		24,400,000			24,400,000

	$.001 Par Value Common Stock				Additional Paid-in		Deficit			Total Stockholder’
	Shares *		Amount		Capital		Accumulated			Equity

Balance, December 31, 2012		24,400,000	$	3,050	$	43,950	$	(7,500	)	$	39,500

Net loss		0	$	0	$	0	$	(38,900	)	$	(38,900	)

Balance, December 31, 2013		24,400,000	$	3,050	$	43,950	$	(46,400	)	$	600

Net loss		0	$	0	$	0	$	(12,100	)	$	(12,100	)

Forgiveness of Debt, note 4		0	$	0	$	8,000	$	0		$	8,000

Balance, November 30, 2014		24,400,000	$	3,050	$	51,950	$	(58,500	)	$	(3,500	)

Report of Independent Registered Public Accounting Firm	F-13

Consolidated Balance Sheet as of November 30, 2014 and 2013	F-14

Consolidated Statement of Operations for the fiscal year ended	F-15
November 30, 2014, from April, 2013 (Inception) Through
November 30, 2013 and from April, 2013 (Inception) Through
November 30, 2014

Consolidated Statement of Stockholders’ Deficit from April, 2013	F-16
(Inception) Through November 30, 2014

Consolidated Statement of Cash Flows for the fiscal year ended	F-17
November 30, 2014, from April, 2013 (Inception) Through
November 30, 2013 and from April, 2013 (Inception) Through
November 30, 2014

Notes to Consolidated Financial Statements	F-18

PUREBASE, INC. AND SU BSIDIARY
CONSOLIDATED BALANCE SHEET

	November 30,
	2014			2013
ASSETS
Current assets
Cash	$	171,720		$	-
Prepaid expenses and other current assets		9,939			-
Due from related parties		60,499			-
Advances to officer		28,000			-
Total Current Assets		270,158			-

Property and Equipment
Equipment		35,152			35,152
Autos and Trucks		25,061			25,061
Accumulated Depreciation		(16,393	)		(4,350	)
Total Property and Equipment	$	43,820		$	55,863

Mineral Rights Acquisition Costs		200,000			200,000

Total Assets	$	513,978		$	255,863

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	58,692		$	3,355
Accrued Liabilities		48,361			-
Notes Payable Current		200,000			-
Total Current Liabilities		307,053			3,355
Long Term Debt		1,000,000			679,784
Total Liabilities		1,307,053			683,139

Commitments and contingencies

Stockholders' Deficit
Common stock, $0.001 par value, 75,000,000
shares authorized, 45,817,802, and 115,000
shares issued and outstanding		45,818			115
Additional paid-in capital		445,166			(115	)
Accumulated Deficit		(1,284,059	)		(427,276	)
Total Stockholders' Deficit		(793,075	)		(427,276	)

Total Liabilities ad Stockholders' Deficit	$	513,978		$	255,863

				(8 Months)
	2014			2013

Revenue	$	-		$	-
Cost of Sales		-			-
Gross Profit		-			-

Operating Expenses
General and administrative		665,608			37,721
Exploration costs		123,050			363,072
Depreciation and amortization		12,043			4,350
Total Operating Expenses		800,701			405,143

Other Income (Expense)
Other Expense		(15,989	)		(9,887	)
Interest Expense		(40,093	)		(12,246	)
Total Other Income (Expense)		(56,082	)		(22,133	)

Net Income (Loss)	$	(856,783	)	$	(427,276	)

Net Income (Loss) Per Share - Basic and Diluted	$	(0.02	)	$	(3.72	)

Weighted Average Shares Outstanding Basic and Diluted*	$	45,563,843		$	115,000

	Common Shares				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Opening Balance		-	$	-	$	-		$	-		$	-

Founders' shares in U.S. Agricultural
Minerals, LLC		115,000		115		(115	)					-
Net Loss		-		-		-			(427,276	)		(427,276	)
Balance, November 30, 2013		115,000		115		(115	)		(427,276	)		(427,276	)
Founders' shares in Purebase, Inc.		45,540,000		45,540		(45,540	)		-			-
Units issued for cash		162,802		163		490,821			-			490,984
Net Loss		-		-		-			(856,783	)		(856,783	)
Balance, November 30, 2014		45,817,802		45,818		445,166			(1,284,059	)		(793,075	)

Level Input:		Input Definition:
Level I		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level II		Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Years Ending
November 30
2015	$	200,000
2016		1,000,000
Total	$	1, 200,000

Name	Age	Position	Director Since
A. Scott Dockter	58	President, CEO and Chairman	9/24/2014
Calvin Lim	57	Director	10/27/2014
John Bremer	65	Director	12/23/2014
Amy Clemens	58	CFO and Secretary	10/27/2014

Name & Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Joseph Shea (CEO) (1)	2014 2013	Nil Nil	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	Nil Nil

Scott Dockter (CEO) (2)	2014	-0-	-0-	-0-	-0-	-0-	-0-	175,000 (4)	175,000

Amy Clemens (CFO) (3)	2014	-0-	-0-	-0-	-0-	-0-	-0-	53,000 (4)	53,000

Shares				Exercise Price			Maturity
	162,802			$	6.00		Nov 2015

Name of Beneficial Owner	Number of Shares Owned Beneficially	Percent Of Class (1)	Title Of Class
A. Scott Dockter, CEO and Director 3090 Boeing Road Cameron Park, CA 95682	22,556,862	32.1%	Common
John Bremer, Director 10490 Dawson Canyon Road Corona, CA 92883	20,081,500 (2)	28.6%	Common
Calvin Lim, Director 6580 Haven Side Drive Sacramento, CA 95831	-0-	0%
Amy Clemens, CFO 1670 Sierra Ave., Suite 402 Yuba City, CA 95993	161,500	Less than 1%	Common
All Executive Officers and Directors as a group (4 people)	42,799,862	61%
Baystreet Capital Corp. 136 Turtle Cove Road Turks & Caicos Islands British West Indies	10,770,400	15.3%	Common
Kevin Wright 1 Yonge Street, Suite 1801 Toronto, ON M5E 1W7	7,111,400 (3)	10.1%	Common

Exhibit No.	Description of Exhibit
2.1 (3)	Plan and Agreement of Reorganization between Port of Call Online, Inc. and Purebase, Inc. and Certain Stockholders of Purebase, Inc. dated December 23, 2014.
3.1.1 (1)	Articles of Incorporation
3.1.2*	Change to the Articles of Incorporation effective November 7, 2014
3.1.3*	Amendment to the Articles of Incorporation effective January 12, 2015
3.2 (1)	Bylaws
10.1 (2)	Assignment of Purchase Agreement of Snow White Mine dated December 1, 2014
10.2 (3)	Placer Claims Assignment Agreement dated July 30, 2014
10.3 (3)	Preference Rights Lease Assignment Agreement dated October 6, 2014
10.4 (3)	Plan and Agreement of Reorganization Between Purebase, Inc., US Agricultural Minerals, LLC and the Members of US Agricultural Minerals, LLC dated November 24, 2014
10.5 (3)	Contract Mining Agreement dated November 1, 2013
10.6*	California State-sponsored Report, 2001, Mineral Land Classification of the Long Valley Pozzolan Deposits, Lassen County, California
10.7*	Summary prepared by Matcon Corp. covering the Snow White Mine property
21*	Subsidiaries of PureBase Corporation
31.1*	Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95*	Mine Safety and Health Administration Citation #8699937
________
* Filed herewith. (1) Filed as an exhibit to Registrant’s Form 10-K filed on April 11, 2014. (2) Filed as an exhibit to Registrant’s Form 8-K filed on December 2, 2014. (3) Filed as an exhibit to Registrant’s Form 8-K filed on December 24, 2014.

	PUREBASE CORP.

Date: March 13, 2015	By:	/s/ A. Scott Dockter
		A. Scott Dockter
		Chief Executive Officer

Signature	Title	Date


/s/ A. Scott Dockter		March 13, 2015
A. Scott Dockter	Director and Chief Executive Officer

/s/ Amy Clemens		March 13, 2015
Amy Clemens	Secretary and Chief Financial Officer
	(Principal Financial & Accounting Officer)

/s/ Calvin Lim		March 13, 2015
Calvin Lim	Director


/s/ John Bremer		March 13, 2015
John Bremer	Director

	/s/ A. Scott Dockter
	A. Scott Dockter, Chief Executive Officer

	PUREBASE CORPORATION


Dated: March 13, 2015	/s/ A. Scott Dockter
	A. Scott Dockter, Chief Executive Officer


Dated: March 13, 2015	/s/ Amy Clemens
	Amy Clemens, Chief Financial Officer