0001062993-15-005639.txt : 20151029 0001062993-15-005639.hdr.sgml : 20151029 20151028175636 ACCESSION NUMBER: 0001062993-15-005639 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151029 DATE AS OF CHANGE: 20151028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PureBase Corp CENTRAL INDEX KEY: 0001575858 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 272060863 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89160 FILM NUMBER: 151181273 BUSINESS ADDRESS: STREET 1: 1670 SIERRA AVENUE STREET 2: SUITE 402 CITY: YUBA CITY STATE: CA ZIP: 95993 BUSINESS PHONE: (530) 676-7873 MAIL ADDRESS: STREET 1: 1670 SIERRA AVENUE STREET 2: SUITE 402 CITY: YUBA CITY STATE: CA ZIP: 95993 FORMER COMPANY: FORMER CONFORMED NAME: Port of Call Online Inc. DATE OF NAME CHANGE: 20130502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wright Kevin CENTRAL INDEX KEY: 0001618681 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1 YONGE STREET, SUITE 1801 CITY: TORONTO STATE: A6 ZIP: M5E 1W7 SC 13D 1 sc13d.htm FORM SC 13D PureBase Corporation : Form SC 13D - Filed by newsfilecorp.com

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PureBase Corporation
(Name of Issuer)

Common Stock with a par value of $0.001
(Title of Class of Securities)

245497102
(CUSIP Number)

Kevin Wright
1 Yonge Street, Suite 1801
Toronto ON M5E 1W7
(416) 809-7521

With a copy to:

Macdonald Tuskey
400 – 570 Granville Street
Vancouver, British Columbia V6C 3P1
(604) 648-1674
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 14, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

CUSIP No. 74624L 104

1      NAMES OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
       Kevin Wright
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
       (a) [  ]
       (b) [  ]
3      SEC USE ONLY
   
4      SOURCE OF FUNDS (See Instructions)
   
       PF
5      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
   
                                                                                                     [  ]
6      CITIZENSHIP OR PLACE OF ORGANIZATION
   
       Canadian
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7      SOLE VOTING POWER
   
       12,582,800 shares
8      SHARED VOTING POWER
   
       n/a
9      SOLE DISPOSITIVE POWER
   
       12,582,800 shares
10      SHARED DISPOSITIVE POWER
   
       n/a
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
       12,582,800 shares
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   
                                                                                                                                                              [  ]
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
       8.93% based on 140,845,560 shares of common stock issued and outstanding as of July 15, 2015
14      TYPE OF REPORTING PERSON (See Instructions)
   
       IN


Page 2

Item 1. Security and Issuer

This Statement relates to common shares with a par value of $0.001 of PureBase Corp. (the “Issuer”). The principal executive offices of the Issuer are located at 1670 Sierra Avenue, Suite 402, Yuba City, CA 95993.

Item 2. Identity and Background

  (a)

Name:

     
 

The person on whose behalf this statement is filed is Kevin Wright, an individual.

     
 

The securities of the Issuer are held directly and indirectly by Mr. Wright.

     
  (b)

Business Address:

     
 

The address of Mr. Wright is 1 Yonge Street, Suite 1801, Toronto, Ontario M5E 1W7.

     
  (c)

Principal Business:

     
 

Mr. Wright is a businessman.

     
  (d)

Criminal Convictions:

     
 

Mr. Wright has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

     
  (e)

Civil Proceedings:

     
 

Mr. Wright has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     
  (f)

Mr. Wright is a resident of Canada.


Item 3. Source and Amount of Funds or Other Considerations

On December 24, 2014, Mr. Wright directly acquired an aggregate of 3,486,400 shares of common stock of the Issuer in connection with a Plan and Arrangement of Reorganization between Port of Call Online, Inc. and Purebase, Inc.

On December 24, 2014, Mr. Wright indirectly acquired an aggregate of 3,500,000 shares of common stock of the Issuer in connection with a Plan and Arrangement of Reorganization between Port of Call Online, Inc. and Purebase, Inc. The 3,500,000 shares of common stock are held in the names of Mr. Wright's spouse and children.

Effective June 16, 2015 the Issuer effected a forward split of its common shares on a 1 old for 2 new basis.


Page 3

On July 14, 2015, Mr. Wright sold an aggregate of 1,390,000 common shares in a private transaction.

All shares were purchased with personal funds.

Item 4. Purpose of Transaction

The purpose of the transaction described above was for investment. Depending on market conditions and other factors, Mr. Wright may acquire additional shares of the Issuer’s common stock as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Mr. Wright also reserves the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.

As of the date hereof, except as described above, Mr. Wright expects to evaluate on an ongoing basis the investment in the Issuer, and may from time to time acquire additional or dispose of shares of common stock (in each case, depending upon general investment policies, market conditions and other factors) or formulate other purposes, plans or proposals regarding the Issuer or the common stock held by the Mr. Wright to the extent deemed advisable in light of general investment policies, market conditions and other factors. Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions, privately negotiated transactions or, in the case of dispositions, pursuant to a registration statement. Mr. Wright may act independently in evaluating and effecting any such transactions.

As of the date hereof, except as described above, Mr. Wright does not have any plans or proposals which relate to or would result in:

  (a)

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

     
  (b)

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

     
  (c)

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

     
  (d)

any change in the present board of directors or management of the Issuer including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

     
  (e)

any material change in the present capitalization or dividend policy of the Issuer;

     
  (f)

any other material change in the Issuer’s business or corporate structure;

     
  (g)

changes in the Issuer’s Certificate of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person;

     
  (h)

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

     
  (i)

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

     
  (j)

any action similar to any of those enumerated above.



Page 4

Item 5. Interest in Securities of the Issuer

(a)

As of July 15, 2015, the aggregate number and percentage of common shares of the Issuer beneficially owned by Mr. Wright are 12,582,800 common shares, or approximately 8.93% of the Issuer, on a fully diluted basis.

   
(b)

Mr. Wright has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 12,582,800 shares of common stock of the Issuer.

   
(c)

Other than as described in Item 3 above, Mr. Wright has not effected any transaction in the shares of common stock of the Issuer in the past sixty days.

   
(d)

N/A

   
(e)

N/A


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between reporting persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

N/A


Page 5

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  October 26, 2015  
  Dated  
   
  ‘Kevin Wright’  
  Signature  
   
  Kevin Wright  
  Name/Title  

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).