UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
Amendment
No. 4
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
PURTHANOL
RESOURCES LIMITED
(Exact
name of registrant as specified in its charter)
| |
Delaware |
|
98-022951 |
|
| |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer Identification
No.) |
|
2711
Centreville Rd Suite 400
Wilmington,
Delaware 19808
(Address
of principal executive offices)
(866)
351-4141
Registrant’s
telephone number, including area code
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Exchange Act:
| |
Title
of each class to be
so registered |
|
Name
of Exchange on which each
class is to be registered |
|
| |
|
|
|
|
| |
Common
Stock, $.001 |
|
N/A |
|
| |
|
|
|
|
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
| Large accelerated filer [
] |
Accelerated filer [
] |
| |
|
| Non-accelerated filer [
] |
Smaller reporting company [X] |
| (Do
not check if a smaller reporting company) |
|
EXPLANATORY
NOTE
This
registration statement on Form 10 (the “Registration Statement”) is being filed by Purthanol Resources Limited (the “Company”
or “Registrant”) in order to register common stock of the Company voluntarily pursuant to Section 12(g) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act.”) The Company is not required to file this Registration Statement pursuant
to the Securities Act of 1933, as amended (the “Securities Act.”)
Once
this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which
will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required
to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g)
of the Exchange Act. The registration statement, including exhibits, may be inspected without charge at the SEC’s principal office
in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section, Securities and Exchange
Commission, 100 F Street, NW, Washington, D.C. 20549 upon payment of the prescribed fees. You may obtain information on the operation
of the Public Reference Room by calling the SEC at l.800.SEC.0330. The SEC maintains a Website that contains reports, proxy and information
statements and other information regarding registrants that file electronically with it. The address of the SEC’s Website is http://sec.report.
A
NOTE CONCERNING CERTAIN FINANCIAL INFORMATION
CONTAINED
IN THIS REGISTRATION STATEMENT FIELD ON FORM 10
This
Form 10 contains the audited financial statements and notes thereto for the years ended November 30, 2021 (as Restated) and 2020 (as
Restated). The Company previously filed Registration Statements on Form 10 that contains unaudited financial statements and the notes
thereto for the years ended November 30, 2020 and November 2021. However, these earlier Registration Statements filed on Form 10 were
withdrawn in order to allow the Company the time needed to address comments received from the Staff of the U.S. Securities and Exchange
Commission (“Commission” or “SEC”) AND TO ALLOW THE Commission Staff the time needed to review the Company’s
responses to those comments, in each case so that the Registration Statement would not become effective by laps of the 60 day period
while there remained unresolved SEC comments.
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
We
have previously filed a Form 10 with financial statements that was not audited by our auditor. The Company concluded that these financial
statements materially impacted the previously issued financial statements relating to the fiscal years ended November 30, 2020 and November
30, 2019.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Business
Our
Company
Purthanol
Resources Limited, a Delaware corporation (“Purthanol”, the “Company, “we”, “us” or “our”)
is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and
opportunities for growth in return for shares of our common stock.
No
potential merger candidate has been identified at this time.
We
do not propose to restrict our search for a business opportunity to any industry or geographical area and may, therefore, engage in essentially
any business in any industry. We have unrestricted discretion in seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions, and other factors.
The
selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may
find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our
management’s best business judgment
Our
activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business
and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the
consent, vote, or approval of our shareholders. The risks faced by us are further increased because of its lack of resources and our
inability to provide a prospective business opportunity with significant capital.
History
of the Company
We
were organized and incorporated in the State of Delaware on November 2, 1998, under the name Sword Comp-Soft Corp. as an (ASP) Application
Service Provider, specializing in the E-Healthcare sector, which said business was sold in 2003.
Following
the Company’s attempts to enter the vehicle tracking business were unsuccessful, the Company entered into a provisional agreement
with Advance Fluid Technologies, Inc., a Delaware Corporation via a letter of Intent, to acquire assets from the latter corporation,
pursuant to entering the bottled water, more specifically the oxygenated bottled water market.
On
August 26, 2005, the Company finalized this agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit
and all technical know-how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the
oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore, all trademarks
for the name AquaBoost Oxygenated Water, currently no longer in force in the U.S., Canada, and Mexico and the right to use and register
said name globally, were transferred to the Company are worthless. Also, included was a distribution contract between Advanced Fluid
Technologies and ImporTadora Comercializadora Maple S.A. of Mexico, which Advanced Fluid transferred to the Company which has been rendered
null.
On
April 4, 2006, we filed a Certificate of Amendment in the state of Delaware changing our name to Global Biotech Corp. (“Global”).
On
August 15, 2007, Global acquired from Advanced Fluid Technologies Inc. a Delaware corporation, assets pursuant to entering the bottled
water, more specifically the oxygenated bottled water, market. The corporation has abandoned this business segment however, the Company
ceased all operations on November 30, 2015. The Company is now concentrating its efforts on future unspecified acquisitions.
On
October 22, 2013, the Company filed a Certificate of Amendment with the state of Delaware changing its name to Purthanol Resources Limited.
Item
1A. Risk Factors.
Risks
Related to Our Company
We
are a recently re-organized development stage company but have not yet commenced operations in our business. We expect to incur operating
losses for the foreseeable future.
We
were incorporated on November 2, 1998, and ceased all operations November 30, 2015, to date have been involved primarily in re-organization
activities. We have not yet commenced further business operations. Further, we have not yet fully developed our business plan, or our
management team. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Since inception we have
earned $944,811 in revenues and has an accumulated deficit of $4,143,986.
The
likelihood of future success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered
in connection with the operations that we may to undertake in the future. These potential problems include, but are not limited to, unanticipated
problems relating to the market acceptance of acquisition of business or assets we have yet to acquire, developing relationship with
suppliers, distribution and challenges, and additional costs and expenses that may exceed current estimates. Prior to time that we are
ready to market and distribute a prospective product line, we anticipate that the Company will incur increased operating expenses without
realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of
our business plan is not forthcoming, we will not be able to continue business operations. There is no operating history upon which to
base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues
or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our yet to be determined acquisition of business
or assets and subsequent business operations will most likely fail.
We
are a delinquent filer which may inhibit our ability to raise capital.
We
are a delinquent filer. If a delinquent filer fails to submit its periodic reports, the SEC may revoke the registration of the reporting
company.
Further,
we need to seek capital from resources such as private placements in the Company’s common stock or debt financing, which may not
even be available to the Company. However, if such financing were available, because we are a delinquent filer, it would likely have
to pay additional costs associated with such financing and in the case of high-risk loans be subject to an above market interest rate.
If the company cannot raise additional proceeds via such financing, it may be required to cease business operations and you entire investment
could be lost.
We
have incurred net losses since our inception and expect losses to continue.
We
have not been profitable since our inception. Since our inception on November 2, 1998, to November 30, 2021, we had an accumulated deficit
of ($4,143,986. There is a risk that we may never bring our yet to be determined acquisition of business or assets and subsequent business
operations to the marketplace. In addition, there is no guarantee and that our subsequent operations will be profitable in the future,
and you could lose your entire investment.
We
may not be able to continue as a going concern if we do not obtain additional financing.
Our
independent accountant’s audit report states that there is substantial doubt about our ability to continue as a going concern.
We have incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern. Therefore,
our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations. There
can be no assurance that we will be able to raise any additional funds, or we are able to raise additional funds, that such funds will
be in the amounts required or on terms favourable to us.
Our
current president and chief executive officer has other business interests.
Leonard
Stella, our President and Chief Executive Officer, currently devotes approximately eight hours per week providing management services
to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations
could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss
of Mr. Stella to our company could negatively impact our business development.
We
have requirements for and there is an uncertainty of access to additional capital.
We
will continue to incur development costs to fund the acquisition of business or assets and plan to operate any subsequent business operations
from working capital, equity subscriptions and shareholders’ loans. Ultimately, our ability to continue our business operations
depends in part on our ability to obtain financing through, debt financing, equity financing, or commence operations and generate revenues
or some combination of these or other means. There can be no assurance that we will be able to obtain any such financing.
We
have no cash flow from operations and depend on equity financing and shareholder loans for our operations.
We
have no current operations do not generate any cash flow. Our current operating funds are less than necessary to complete our intended
plan of operations real and/or intangible property. We will need additional funds. Our failure to obtain such additional financing could
result in delay or indefinite postponement of further of any subsequent operations which would have a material adverse effect on our
business.
We
lack an operating history.
We
were incorporated on November 2, 1998, and we have ceased operations on November 30, 2015. Since November 30, 2015, we have no operating
history upon which an evaluation of our future success or failure can be made.
We
expect to incur losses in the future.
Until
the acquisition of business or assets and subsequent business operations, we expect to incur operating losses in future periods because
we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the
future. Failure to generate revenues will cause us to go out of business.
Our
operating results may prove unpredictable.
Our
operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.
Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from
future equity sales; the level of commercial acceptance by the public of any services/products we may develop; fluctuations in the demands
of any products; the amount and timing operating costs and capital expenditures relating to expansion of subsequent business, operations,
infrastructure, and general economic conditions. If realized, any of these factors could have a material effect on our business, financial
condition, and operating results.
Risks
associated with this Registration Statement
Our
stock is no longer eligible for proprietary broker-dealer quotations.
Because
the Company did not comply with amendments to Rule 15c211 by September 28, 2021, the Company’s stock is no longer quoted on OTC
Markets Pink and is now quoted in OTC Markets Expert Market. Accordingly, the stock is not eligible for proprietary broker-dealer quotations.
All quotes in our stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility,
and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11
is required for brokers to publish competing quotes and provide continuous market making.
Our
stock will be a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales
practice requirements, which may limit a stockholder’s ability to buy and sell our stock.
Our
common stock will be subject to the “Penny Stock” Rules of the SEC, which will make transactions in our common stock cumbersome
and may reduce the value of an investment in our common stock. We are not registered on any market or public stock exchange. There is
presently no demand for our common stock and to public market exists for the shares being offered in this prospectus. We plan to contact
a market maker immediately following the completion of the offering and apply to have our shares of common stock quoted on the OTC Markets
Pink (“OTC”). The OTC is a quotation service that displays real-time quotes, last sale prices and volume information in the
over-the-counter securities. The OTC is not an issuer listing service, market or exchange. Although the OTC does not have any listing
requirements per say, to be eligible for quotation on the OTC, issuers must remain correct in their filings with the SEC or applicable
regulatory authority. Market makers are not permitted to begin quotation of a security whose issue does not meet the filing requirements.
Securities already quoted on the OTC that become delinquent in their required filings may be removed following a 30-to-60-day grace period
if they do not make their required filings during that time. As of the date of this filing, there have been no discussions or understandings
between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market four our
securities.
The
Company’s management could issue additional shares.
The
Company has 260,000,000 authorized common shares, of which 244,038,890 are currently issued and outstanding. The Company’s management
could, without the consent of the existing shareholders, issue substantially more shares, causing a further dilution in the equity portion
of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s
share price.
We
do not anticipate paying dividends.
We
do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any for the
operation, growth, and expansion of our subsequent business. Because the Company does not anticipate paying cash dividends in the foreseeable
future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment
unless they sell their shares of common stock.
Risks
Related to Investing in Our Company
We
lack an operating history.
We
were incorporated on November 2, 1998, and we have ceased operations on November 30, 2015. Since November 30, 2015, we have no operating
history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon the Company is a development stage emerging growth company that seeks to becoming a multi-industry
technology-based enterprise primarily through merger and acquisition of business assets and through subsequent business operations, our
ability to attract customers and to generate revenues through our sales.
We
expect to incur losses in the future.
Based
upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues.
We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go
out of business.
Our
operating results may prove unpredictable.
Our
operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.
Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from
future equity sales; the level of commercial acceptance by the public of our services/products; fluctuations in the demands of products;
the amount and timing operating costs and capital expenditures relating to expansion of our subsequent business, operations, infrastructure,
and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition,
and operating results.
Item
2. Financial Information.
Management’s
Discussion and Analysis of Financial Condition and Results of Operation.
Fiscal
Year Ended November 30, 2021, compared to Year Ended November 30, 2020
We
did not earn any revenues for the years ended November 30, 2021, and November 30, 2020.
Expenses
for the year ended November 30, 2021, totaled $57,028 resulting in an Operating Loss of $57,028 as compared to expenses for the year
ended November 30, 2020 totaling $82,828 resulting in an Operating Loss of $82,828. Expenses for the year ended November 30, 2021consisted
primarily of Depreciation of $NIL, Administrative fess of $50,000, Brokerage fees of $2,028, Professional fees of $5,000 and Regulatory
expense of $NIL. Expenses for the Year ended November 30, 2020, consisted primarily of Depreciation of $NIL, Administrative fess of $50,000,
Brokerage fees of $NIL, Professional fees od $2,028 and Regulatory expense of $30,800.
Capital
Resources and Liquidity
Since
our director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital
over the next 12 months following the filing of this registration statement, we may be required to suspend or cease the implementation
of our business plans. If we are unable to raise additional funds, there is substantial doubt as to our ability to continue as a going
concern.
As
of November 30, 2021, we had $NIL of assets compared to $NIL of assets as of November 30, 2020. As of November 30, 2021, we had $887,233
of liabilities compared to $820,205 of liabilities as of November 30, 2020. We anticipate that our current cash and cash equivalents
and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date,
the Company has incurred operating losses of $4,143,986.
The
Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. We agree with our auditors
that our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might result from this uncertainty.
We
expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the
Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable
to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business
plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company
intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise
capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If
we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock
would lose all their investment.
Off
Balance Sheet Arrangement
There
are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or
future effect on the business, financial condition, changes in financial condition, revenue, or expenses, result of operations, liquidity,
capital expenditures and/or capital resources.
Recent
Accounting Standards
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position
or results of operations.
Item
3. Properties.
The
Company neither rents nor owns any properties. The Company utilizes the office space of its management at no cost. Management estimates
such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The
following table sets forth information regarding the number of shares of Common Stock beneficially owned on November 30, 2021, by each
person who is known by the Company to beneficially own 5% or more of the Company’s Common Stock, each of the Company’s directors
and executive officers, and all of the Company’s directors and executive officers, as a group: On November 30, 2021, we had 244,038,890
shares of common stock outstanding.
| Name of Beneficial Owner |
|
Common Shares
Owned |
|
Options Exercisable |
|
Common Shares
Beneficially owned |
|
Percentage
of Class (3) |
| Leonard
Stella (1) |
|
|
2,441,724 |
|
|
|
0 |
|
|
|
2,441,724 |
|
|
|
1.001 |
% |
| PURTHANOL
INTERNATIONAL(2) |
|
|
70,000,000 |
|
|
|
0 |
|
|
|
70,000,000 |
|
|
|
28.684 |
% |
| AMBROSIA ROSEDALE CAPITAL
LIMITED(3) |
|
|
20,000,000 |
|
|
|
0 |
|
|
|
20,000,000 |
|
|
|
8.195 |
% |
| All officers and
Directors as a group (1 person) |
|
|
2,441,724 |
|
|
|
0 |
|
|
|
2,441,724 |
|
|
|
1.001 |
% |
| Greater than 5% Shareholders |
|
|
90,000,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
36.879 |
% |
| |
(1) |
Leonard Stella is Chief Executive Officer, Chief Financial
Officer, Secretary and Sole Director of the Company. |
| |
(2) |
Louis Pharand has sole voting and dispositive power
over the shares. |
| |
(3) |
Jean Marie Rancour has sole voting and dispositive
power over the shares. |
This
table is based upon information derived from our stock records. We believe that each of the shareholders named in this table has sole
or shared voting and investment power with respect to the shares indicated as beneficially owned; except as set forth above, applicable
percentages are based upon 244,038,890 shares of common stock outstanding as of the date of this registration statement on Form 10.
Item
5. Directors and Executive Officers.
(a)
Identification of Directors and Executive Officers.
Our
officers and directors and additional information concerning them are as follows:
| Name |
Age |
|
Position(s) |
Leonard
Stells |
61 |
|
President,
Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors. |
The
person named above has held his offices/positions since August 11, 2020 and is expected to hold his offices/positions at least until
the next annual meeting of our stockholders.
Business
Experience
CURRENT
POSITION - Chief Executive Officer, Purthanol Resources Ltd. since February 2014.
2/2014-PRESENT
PREVIOUS
POSITION
Chief
Executive Officer, Global Biotech Corp
Real
Estate Broker license: between 1980 – 1989 and Director and Founder of Trans-Immobilia in Canada and Director and Founder Transaction
Realty in New York, USA I was an Assistant and technician to the Director of Personnel at Mount Sinai Hospital in Ste-Agath Quebec for
a one-year period between 1984 and 1985. Between 1989 and 1997 owned several restaurants in and around the city of Montreal Quebec. In
1998 until 2012 Mr. Stella was the Founder and Chief Executive Officer of Millenia Hope Inc. (“Millenia”) – Public
Pharmaceutical Company – which produced an anti-malarial product – homologated in 18 countries in Africa – produced
phyto-chemicals for L’Oreal France, Sederma France, Pierre Fabre Laboratories (France) and Synomex USA. Mr. Stella was also the
Chief Operating Officer and founder of Sword Comp Soft of a public company in 1998 to 2003 an IT Company that dealt with the compression
of data and information.
Business
Development Officer from 2004 to 2012 of Global Biotech Corp – produces the following products Aquaboost, Pet Boost, and Femtra.
Global Biotech Corp.
In
2006 Millenia discovered a compound for HIV - CCR5 and RNash enzyme for preventing the body to give entrance and cleave the AIDS virus
to human DNA. Millenia was given a grant of 4.6 million dollars with National Institute of Health (NIH) USA along with Rudger and Pittsburgh
University.
In
2008 to 2010 Millenia was granted an anti-parasitical compound from the NIH to continue the development of anti-parasitical drugs this
project was not funded.
In
2006 to 2012 Mr. Stella was Director and Officer of Pharmateck International Ltd – Distributers of Aquaboost the only water in
North America with a DIN (Drug Identification Number) and just acquired 6 NPN (Natural Product Numbers) for nutraceutical health products
– sold the process and the NPNs.
In
2009 to 2012 I was a Director and Officer of Genesis Biopharma a partner of Millenia Hope Pharmaceutical Inc. which had a peptide compound
licensed by the University of Sherbrooke, in Phase 1A for Pain Neuropathy stemming from complicated Diabetes and Prostate Cancer with
Health Canada.
Education
1984
- Bachelor of Arts - McGill University, Montreal Canada
1986
– Graduate Diploma in Business Administration - Concordia University, Montreal Canada
b)
Significant Employees. None.
(c)
Family Relationships. None.
(d)
Involvement in Certain Legal Proceedings.
No
officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years
in any of the following:
• Any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
• Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
• Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
and
• Being
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
(e)
The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert
currently because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial
resources currently to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
(f)
Code of Ethics. We do not currently have a code of ethics
Item
6. Executive Compensation.
No
officer or director has received any compensation from the Company since the inception of the Company. Until the Company acquires additional
capital, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company. Our officer and director intend to devote very limited time to our affairs.
The
Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees,
but our sole officer and director may recommend adoption of one or more such programs in the future.
There
are no understandings or agreements regarding compensation our management will receive after a business combination that is required
to be disclosed.
The
Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has
determined not to compensate the officer and director until such time that the Company completes a reverse merger or business combination.
Item
7. Certain Relationships and Related Transactions, and Director Independence.
Corporate
Governance and Director Independence.
The
Company has not:
• established
its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted
any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current
director would not be deemed to be “independent” under any applicable definition given that he is an officer of the Company;
nor
• established
any committees of the board of directors.
Given
the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors
does not believe that the Company requires any corporate governance committees at this time. The board of directors takes the position
that management of a target business will establish committees that will be suitable for its operations after the Company consummates
a business combination.
As
of the date hereof, the entire board serves as the Company’s audit committee.
Conflicts
of Interest
At
the present time, the company does not foresee any direct conflict between Mr. Stella’s’ other business interests and his
involvement in Purthanol Resources LimitedItem 8. Legal Proceedings.
None
Item
9. Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters.
(a) Market
Information.
Our
Common Stock is quoted on the OTC Markets Group, Inc.'s Expert Market tier under the symbol "PURT" and Common Stock is not
eligible for proprietary broker-dealer quotations. On September 24, 2021, the closing bid price of our Common Stock was $0.0019 per share.
As of the date of this prospectus, none of the other securities that we may offer by this prospectus is listed on any national securities
exchange or automated quotation system.
We
cannot assure you that a trading market for our common stock will ever develop. The Company has not registered its class of common stock
for resale under the blue sky laws of any state and current management does not anticipate doing so. The holders of shares of common
stock, and persons who may desire to purchase shares of our common stock in any trading market that might develop in the future, should
be aware that significant state blue sky law restrictions may exist which could limit the ability of stockholders to sell their shares
and limit potential purchasers from acquiring our common stock.
The
Company is not obligated by contract or otherwise to issue any securities and there are no outstanding securities which are convertible
into or exchangeable for shares of our common stock, furthermore, there are currently no outstanding warrants on any of our securities.
All outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated
under the Securities Act of 1933, because they were issued in a private transaction not involving a public offering. Accordingly, none
of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless such
transaction is registered under the Securities Act of 1933 or an exemption from registration is available. In connection with any transfer
of shares of our common stock other than pursuant to an effective registration statement under the Securities Act of 1933, the Company
may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration
of such transferred shares under the Securities Act of 1933.
Rule
144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us,
unless the following conditions are met:
• the
issuer of the securities that was formerly a shell company has ceased to be a shell company.
• the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
• the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12
months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K;
and
• at
least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as
an entity that is not a shell company.
Neither
the Company nor its officer and director have any present plan, proposal, arrangement, understanding or intention of selling any unissued
or outstanding shares of common stock in the public market after a business combination. Nevertheless, if a substantial number of shares
of our common stock were to be sold in any public market that may develop for our securities subsequent to a business combination, such
sales may adversely affect the price for the sale of the Company’s common stock securities in any such trading market. We cannot
predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale
will have on the market prices prevailing from time to time, if any.
(b)
Holders.
As
of November 30, 2021, the Company had 323 shareholders of record.
(c)
Dividends.
The
Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It
is the present intention of management to utilize all available funds for the development of the Company’s business.
(d)
Securities Authorized for Issuance under Equity Compensation Plans.
None.
Item
10. Recent Sales of Unregistered Securities.
None
Item
11. Description of Registrant’s Securities to be Registered.
Capital
Stock
We
are authorized to issue 260,000,000 shares of common stock, par value $0.001 per share. As of November 30, 2021, 244,038,890 shares of
Common Stock are issued and outstanding.
All
of our shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of
common stock entitles the holder thereof (a) to one non-cumulative vote for each share held of record on all matters submitted to a vote
of the stockholders; (b) to participate equally and to receive any and all such dividends as may be declared by the board of directors;
and (c) to participate pro rata in any distribution of assets available for distribution upon liquidation. Holders of our common stock
have no pre-emptive rights to acquire additional shares of common stock or any other securities. Our common stock is not subject to redemption
and carries no subscription or conversion rights.
Our
certificate of incorporation also provides that the board of directors has the flexibility to set new classes, series, and other terms
and conditions of the preferred shares. Preferred shares may be issued from time to time in one or more series in the discretion of the
board of directors. The board has the authority to establish the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.
Our
certificate of incorporation also provides that the board of directors may issue common shares and such may be issued without further
stockholder approval and for such purposes as the board deems in the best interest of our company including future stock splits and split-ups,
stock dividends, equity financings and issuances for acquisitions and business combinations. In addition, such authorized but unissued
common shares could be used by the board of directors for defensive purposes against a hostile takeover attempt, including (by way of
example) the private placement of shares or the granting of options to purchase shares to persons or entities sympathetic to, or contractually
bound to support, management. We have no such present arrangement or understanding with any person. Further, the common and preferred
shares may be reserved for issuance upon exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a ‘‘poison
pill.’’
Common
Stock
The
holders of common stock are entitled to one vote per share. The Company’s Certificate of Incorporation does not provide for cumulative
voting. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors
out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for the operation
and expansion of the Company. Upon liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to
share ratably in all assets of the Company which are legally available for distribution, after payment of or provision for all liabilities
and the liquidation preference of any outstanding Preferred Stock. The holders of common stock have no pre-emptive, subscription, redemption,
or conversion rights. All issued and outstanding shares of common stock are, and the common stock reserved for issuance upon conversion
of the Preferred Stock and exercise of the Warrants will be, when issued, fully paid and non-assessable.
Preferred
Stock
The
Company is authorized to issue 80,000,000 shares of preferred stock, $.001 par value, with such designations, rights and preferences
as may be determined from time to time by the Board of Directors, of which no preferred shares have been designated nor issued.
Trading
Information
The
Company’s common stock is traded in the over-the-counter market Expert Market and is no longer quoted on the OTC Bulletin Board.
The trading symbol is ‘‘PURT.’’
The
following table sets forth for the respective periods indicated the prices of our common stock in this market as reported and summarized
by the National Quotation Bureau. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions,
or adjustments and may not represent actual transactions. During the fiscal years ended November 30, 2020, and during 2021, the company’s
common stock had a trading history as follows:
| Fiscal
Year 2019 |
Hi |
Low |
| |
|
|
| March
29, 2019 |
$.003 |
$.003 |
| June
28, 2019 |
$.0021 |
$.0021 |
| September
30, 2019 |
$.0024 |
$.0024 |
| November
29, 2019 |
$.0024 |
$.0024 |
| |
|
|
| Fiscal
Year 2020 |
|
|
| |
|
|
| March
31, 2020 |
$.025 |
$.004 |
| June
30, 2020 |
$.0063 |
$.0063 |
| September
30, 2020 |
$.0050 |
$.0025 |
| November
30, 2020 |
$.0035 |
$.0035 |
| |
|
|
| Fiscal
Year 2021 |
|
|
| |
|
|
| March
31, 2021 |
$.75 |
$.75 |
| June
30, 2021 |
$.0050 |
$.0049 |
| September
24, 2021 |
$.0019 |
$.0019 |
Last
Reported Price
On
October 26, 2021, the last reported bid price of our shares of common stock reported on the Pink Sheets was $0.0019 per share.
The
Company anticipates that it will apply to list the common stock on the American Stock Exchange or the NASDAQ SmallCap Market. No assurance
can be given that the Company will satisfy the initial listing requirements, or that its shares of common stock will ever be listed on
those trading markets.
Transfer
Agent
The
Transfer Agent for shares of the Company’s securities is Pacific Stock Transfer Company, located at 6725 Via Austi Pkwy #300, Las
Vegas, Nevada 87119.
Anti-Takeover
Effect of Delaware Law, Certain By-Law Provisions
Certain
provisions of our by-laws are intended to strengthen our Board’s position in the event of a hostile takeover attempt. These by-law
provisions have the following effects:
• they
provide that only business brought before an annual meeting by our Board or by a stockholder who complies with the procedures set forth
in the by-laws may be transacted at an annual meeting of stockholders; and
• they
provide for advance notice or certain stockholder actions, such as the nomination of directors and stockholder proposals.
We
are subject to the provisions of Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a ‘‘business combination’’ with an ‘‘interested stockholder’’
for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. For purposes of Section 203, a ‘‘business combination’’ includes
a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an ‘‘interested
stockholder’’ is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or
more of the voting stock.
Item
12. Indemnification of Directors and Officers.
As
permitted by the provisions of the Delaware General Corporation Law (the ‘‘DGCL’’), we have the power to indemnify
any person made a party to an action, suit or proceeding by reason of the fact that they are or were a director, officer, employee or
agent of ours, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection
with any such action, suit or proceeding if they acted in good faith and in a manner which they reasonably believed to be in, or not
opposed to, our best interest and, in any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful.
Termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to
be in or not opposed to our best interests, and, in any criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful.
We
must indemnify a director, officer, employee or agent who is successful, on the merits or otherwise, in the defense of any action, suit
or proceeding, or in defense of any claim, issue, or matter in the proceeding, to which they are a party because they are or were a director,
officer, employee or agent, against expenses actually and reasonably incurred by them in connection with the defense.
We
may provide to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or
on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that they
are not entitled to be indemnified.
The
DGCL also permits a corporation to purchase and maintain liability insurance or make other financial arrangements on behalf of any person
who is or was
| |
· |
a director, officer, employee
or agent of ours, |
| |
· |
or is or was serving at
the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprises. |
Such
coverage may be for any liability asserted against them and liability and expenses incurred by them in their capacity as a director,
officer, employee or agent, or arising out of their status as such, whether or not the corporation has the authority to indemnify them
against such liability and expenses.
Insofar
as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to officers, directors or persons controlling
our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in such Act and is therefore unenforceable.
Item
13. Financial Statements and Exhibits.
We
set forth below a list of our audited financial statements included in this Registration Statement on Form 10.
PURTHANOL
RESOURCES LIMITED.
| Report
of Independent Registered Accounting Firm |
15 |
| |
|
| Balance
Sheet as of November 30, 2021, and November 30, 2020 |
F-1 |
| |
|
| Statement
of Operations for the years ended November 30, 2021, and November 30, 2020 |
F-2 |
| |
|
| Statement
of Shareholder’s Equity (Deficit) for the Years Ended November 30 2021 and 2020 |
F-3 |
| |
|
| Statement
of Cashflows for the years ended November 30, 2021, and November 30, 2020 |
F-4 |
| |
|
| Notes
to the Financial Statement for the Year Ended November 30, 2021 |
F-5
to F-13 |
MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
VANCOUVER,
WA 98666
206.353.5736
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders & Board of Directors
Purthanol
Resources Ltd.
Opinion
on the Financial Statements
We
have audited the accompanying restated balance sheets of Purthanol Resources Ltd as of November 30, 2021 and 2020 and the related restated
statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial
statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of November 30, 2021 and 2020 and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States of America.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As
described further in Note 2 to the financial statements, the Company has incurred losses from inception through November 30, 2021, and
expects to incur additional losses in the future.
We
determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation
and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions
in estimating these cash flows.
Our
audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following,
among others:
We
reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of
cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from
the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual
results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements
in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing
partners.
Going Concern
As
described further in Note 2 to the financial statements, the Company has incurred losses from inception through November 30, 2021 and
expects to incur additional losses in the future.
We
determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation
and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions
in estimating these cash flows.
Our
audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following,
among others:
We
reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of
cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from
the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual
results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements
in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing
partners.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to
the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt
about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, 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.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/S/
MICHAEL GILLESPIE & ASSOCIATES, PLLC
We
have served as the Company’s auditor since 2022.
Vancouver,
Washington
August
8, 2022
PURTHANOL
RESOURCES LIMITED
Balance
Sheet
|
|
As
of November 30, |
| |
|
2021(Restated) |
|
2020(Restated) |
| |
|
|
|
|
| NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
| Property,
plant and equipment, net |
|
$ |
0 |
|
$ |
0 |
|
| Total
Non-current Assets |
|
|
0 |
|
|
0 |
|
| Total
Assets |
|
$ |
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
| LIABILITIES
AND SHAREHOLDERS' (DEFICIT) |
|
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
|
| Accounts
payable and accrued liabilities |
|
$ |
39,249 |
|
$ |
37,221 |
|
| Due
to related party (Note 3) |
|
|
837,984 |
|
|
782,984 |
|
| |
|
|
|
|
|
|
|
| Total
Current Liabilities |
|
|
877,233 |
|
|
820,205 |
|
| Total
Liabilities |
|
$ |
877,233 |
|
$ |
820,205 |
|
| |
|
|
|
|
|
|
|
| SHAREHOLDER'S DEFICIT: |
|
|
|
|
|
|
|
| Preferred
shares (Note 5), $0.0001 par value authorized |
|
|
|
|
|
|
|
| 80,000,000
shares; no shares issued and outstanding at |
|
|
|
|
|
|
|
| November
30, 2021 and November 30, 2020. |
|
|
- |
|
|
- |
|
| Common shares (Note 5),
$0.0001 par value authorized 260,000,000 shares: issued and outstanding 244,038,890 at November 30, 2021 and November 30, 2020. |
|
$ |
24,403 |
|
$ |
24,403 |
|
| Shares to be issued |
|
|
0 |
|
|
0 |
|
| Additional
paid in capital |
|
|
3,242,350 |
|
|
3,242,350 |
|
| Accumulated
deficit |
|
|
(4,143,986 |
|
|
(4,086,958, |
) |
| |
|
|
|
|
|
|
| Total
Shareholders' Deficit |
|
|
|
(877,233) |
(820,205) |
|
| Total
Liabilities and Shareholders' Deficit |
|
$ |
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
PURTHANOL
RESOURCES LIMITED.
Statement
of Operations for the years ended November 30, 2021, and November 30, 2020
| | |
For
the Years Ended November 30, |
| | |
2021 | |
2020 |
| OPERATING EXPENSES: | |
(restated) | |
(restated) |
| Depreciation | |
$- | |
$- |
| Administrative
fees | |
| 50,000 | | |
| 50,000 | |
Brokerage
fees
Professional fees | |
| 2,028 5,000 | | |
| 2,028 | |
| Regulatory
expense | |
| — | | |
| 30,800 | |
| Total
Operating Expenses | |
| 57,028 | | |
| 82,828 | |
| LOSS
FROM OPERATIONS | |
| (57,028 | ) | |
| (82,828 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| NET
LOSS BEFORE TAXES | |
| (57,028 | ) | |
| (82,828 | ) |
| INCOME
TAX EXPENSE | |
| — | | |
| — | |
| NET
LOSS | |
$ | (57,028 | ) | |
$ | (82,828 | ) |
| Basic
and diluted weighted average common shares outstanding | |
| 244,038,890 | | |
| 244,038,890 | |
| Basic
and diluted (loss) per common share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
PURTHANOL
RESOURCES LIMITED.
Statement
of Shareholder’s Equity (Deficit) for the Years Ended November 30, 2021, and 2020
(Restated)
| |
Common
Stock |
Shares |
|
Additional
Paid in Capital |
|
|
|
Accumulated
Deficit |
|
|
|
|
|
| |
Shares |
|
Amount |
To be Issued |
|
|
|
|
|
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance
as of November 30, 2019 |
244,038,890
|
|
$ |
24,403 |
|
$ |
3,242,350 |
|
|
$ |
(4,004,130 |
) |
|
$ |
(737,377 |
) |
| Shares
to be issued |
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
0 |
|
| Net
loss 2020 |
|
|
|
|
___________ |
|
|
|
|
|
(82,828 |
) |
|
|
(82,828 |
) |
| Balance
as of November 30, 2020 |
244,038,890
|
|
$ |
24,403 |
0 |
$ |
3,242,350 |
|
|
$ |
(4,086,958 |
) |
|
$ |
(820,205 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss 2021 |
|
|
|
|
|
|
|
|
|
|
(57,028 |
) |
|
|
(57,028) |
|
| Balance
as of November 30, 2021 |
244,038,890 |
|
$ |
24,403 |
$
0 |
$ |
3,242,350 |
|
|
$ |
(4,143,986 |
) |
|
$ |
(877,233) |
|
PURTHANOL
RESOURCES LIMITED.
Statement
of Cashflows for the years ended November 30, 2021, and November 30, 2020
| | |
For
the Years Ended November 30, |
| | |
2021 | |
2020 |
| | |
| |
|
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| (restated) | | |
| (restated) | |
| | |
| | | |
| | |
| Net
income (loss) for the year | |
$ | (57,028 | ) | |
$ | (82,828 | ) |
| Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Changes
in operating assets/liabilities: | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
| 2,028 | | |
| 32,828 | |
| Net
cash used in operating activities | |
| (55,000 | ) | |
| (50,000 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Due
to related parties | |
| 55,000 | | |
| 50,000 | |
| Net
Cash Provided by Financing Activities | |
| 55,000 | | |
| 50,000 | |
| | |
| | | |
| | |
| NET
INCREASE (DECREASE) IN CASH RESOURCES | |
| — | | |
| — | |
| CASH
- Beginning of Year | |
| — | | |
| — | |
| CASH
- End of Year | |
$ | — | | |
$ | — | |
| SUPLEMENTAL
CASHFLOW DISCLOSURE | |
| | | |
| | |
| CASH
paid for interest | |
| — | | |
| — | |
| CASH
paid for income taxes | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
Notes
to the Financial Statement for the Year Ended November 30, 2021
NOTE
1 – NATURE OF OPERATIONS
PURTHANOL
RESOURCES
LIMITED (formerly
GLOBAL BIOTECH
CORP.) (the
``Company``) was
incorporated
in the State
of Delaware
on November
2, 1998, to be an
Application
Service provider
in the E-Health
sector. On March 5, 2003, this business
was sold,
market, unsuccessfully.
On February 25, 2005, it
discontinued
its vehicle
tracking business.
On August 15, 2007,
the Company entered
the oxygenated
beverage market. The Company changed its mission
and its objective was to produce Bio
fuel alternatives,
via the acquisition
of the Purthanol
process in September.
2013 and the acquisition
of Bio
Cardel Quebec
in December 2013.
The Company
changed its name
from Global Biotech
Corp. to Purthanol
Resources Limited
on September
30, 2013. Currently the
Company
has not been
operating,
and has been inactive
since 2015. There are no operations, sales, and activities as far as marketing and production.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Basis of Presentation
The
Company's
policy is to use the accrual method of
accounting to prepare and
present financial statements,
which conforms
to US generally
accepted accounting
principles
("GAAP').
The company
has elected
a November
30 year- end.
b.
Cash and Cash
Equivalents
The
Company
considers
all highly
liquid
investments
with original
maturities
of three months
or less and
bank indebtedness
to be cash and cash equivalents.
Highly liquid
investments
are valued at quoted
market
c.
Use of Estimates
The
preparation
of financial statements
in conformity
with accounting
principles generally
accepted in the United
States of America
requires management
to make
certain estimates
and assumptions
that affect the reported
amounts of assets
and liabilities
and disclosure
of contingent
assets and
liabilities
at the date of the financial
statements
and the reported
amounts
of revenue and
expenses
during the periods
presented. Actual results
could
differ
from those estimates.
Significant
estimates made
by management
are, among others, reliability
of long-lived
assets and useful
life of fixed asset. Management reviews
its estimates on a quarterly
basis and, where
necessary,
makes adjustments
prospectively.
d.
Property, Plant and Equipment
Property,
plant and equipment are recorded at cost less accumulated depreciation and any impairment. The cost of an asset comprises its purchase
price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Repairs
and maintenance costs are normally expensed as incurred.
When
assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses
are included in the statement of income (loss) in the reporting period of disposition.
Depreciation
is calculated on a straight-line basis over the estimated useful life of the assets.
e.
Going Concern
The
Company's
financial statements
have been presented
on the basis that it
is a going
concern, which contemplates
the realization
of assets and the satisfaction
of liabilities
in the normal
course of business.
The Company's
management
intends to raise
additional
operating funds
through operations,
and debt
or equity offerings.
Management
has yet to decide
what type of offering
the Company will
use or how
much capital
the Company
will raise. There
is no guarantee
that the Company will
be able to raise any capital
through any type
of offerings.
f.
Fair Value of Financial
Instruments
ASC
820, Fair Value
Measurements
and Disclosures,
defines fair value
as the price that would
be received from selling
an asset or paid
to transfer a liability
in an orderly transaction
between
market participants
at the measurement
date. In determining fair value
for assets and liabilities
required or permitted
to be recorded at fair
value, the Company considers
the principal
or most advantageous
market
in which it
would
transact, and it
considers assumptions
that market participants
would use when
pricing the
asset or liability.
Fair
Value Hierarchy
ASC
820 establishes
a fair value hierarchy
that requires an entity
to maximize
the use of observable
inputs and minimize
the use of unobservable inputs
when measuring
fair value. A financial
instrument’s
categorization within
the fair
value hierarchy
is based
upon the
lowest
level of input
that is significant
to the fair value
measurement.
ASC 820 establishes
three levels
of inputs
that may be
used to measure
fair value:
Level
1 applies to assets
and liabilities
for which there are quoted
prices in
active markets
for identical
assets or liabilities.
Valuations
are based on
quoted prices
that are readily
and regularly available
in an active market and do not entail
a significant
degree of judgment.
Level
2 applies to assets
and liabilities
for which there
are other than Level
1 observable inputs
such as quoted prices for similar
assets or liabilities
in active markets,
quoted prices for identical
assets or
liabilities
in markets with
insufficient
volume or infrequent
transactions
(less active markets),
or model-derived
valuations
in which
significant
inputs
are observable
or can be derived principally
from,
or corroborated
by, observable market
data.
Level
2 instruments
require more management
judgment and
subjectivity
as compared to Level
1 instruments.
For instance:
• Determining
which instruments
are most similar
to the instrument
being priced
requires management
to identify
a sample of similar
securities based
on the coupon rates,
maturity,
issuer,
credit rating
and instrument
type, and subjectively
select an individual
security or multiple
securities that are
deemed
most similar to
the security being
priced; and
• Determining
whether a market
is considered
active requires
management
judgment.
Level
3 applies to assets
and liabilities
for which
there are unobservable
inputs to the
valuation
methodology
that are significant
to the measurement
of the fair value
of the Company
believes
the fair value of its
financial
instruments
reported in
the consolidated
balance
sheets consisting
of accounts payable
and accrued expenses
approximate
their carrying values
due to the relatively short maturity
of these instruments.
g.
Earning (Loss) Per Share
The
Company computes
net income
(loss) per share
in accordance
with
ASC 260,
Earnings per
Share. ASC 260 specifies
the computation,
presentation and disclosure
requirements
for earnings (loss)
per share for
entities with publicly
held common
stock. The Company has
adopted the provisions
of ASC 260
effective November
2, 1998 (inception).
Basic
net earnings
(loss) per share
amounts are computed by dividing
the net earnings (loss) by the weighted
average number of
common shares outstanding.
Diluted earnings
(loss) per share are the same
as basic earnings (loss)
per share due to
the lack of dilutive
items in the Company.
h.
Income Taxes
We
account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available
operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted.
We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include
interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.
Our
income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other
tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex
tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the
tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the
tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate
support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in
determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments
and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision
become known.
i.
Long-lived Assets
We
follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine
the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to
be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if
it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets
to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Recent
Accounting Standards
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position
or results of operations.
NOTE
3 - DUE TO RELATED PARTY
The
amounts due to
the related
party are $837,984 and $782,984 respectively
for 2021 and
2020 which represent
annual unpaid
management
accumulated fees
of $50,000
owed to the
CEO, in addition to $5,000 paid to Securities lawyer Ron McIntire by CEO for the year ended November 30, 2021. The amount due to related
party bears no interest, is unsecured and is repayable on demand.
NOTE
4 - INCOME TAXES
Our
Company has not filed any federal income tax returns and we are currently not subject to state income tax filing requirements. As of
November 30, 2021, we have net operating loss carry forwards, on a book basis, of $4,143, 986 which may be available to reduce various
future years' federal taxable income. Future tax benefits which may result from these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and accordingly, we have recorded a valuation allowance for the deferred
tax asset relating to the net operating loss carry forwards.
The
following table presents the current income tax provision for federal and state income taxes for the years ended November 30, 2021 and
2020:
| Current
tax provisions: | |
| 2021 | | |
| 2020 | |
| Federal | |
$ | — | | |
$ | — | |
| State | |
$ | — | | |
$ | — | |
| Total
provision for income taxes | |
$ | — | | |
$ | — | |
Reconciliations
of the U.S. federal statutory rate to the actual tax rate for the years ended November 30, 2021 and 2020:
| | |
2021 | |
2020 |
| US federal statutory
income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| Increase
in valuation reserve | |
| -21.00 | % | |
| -21.00 | % |
| Total
provision for income taxes | |
| 0.00 | % | |
| 0.00 | % |
The
components of our deferred tax assets as of November 30, 2021 and 2020 consisted of the following:
| | |
2021 | |
2020 |
| Net operating
losses carry forwards | |
$ | 4,143,986 | | |
$ | 4,086,958 | |
| Less:
valuation allowance | |
$ | (4,143,986 | ) | |
$ | (4,086,958 | ) |
| Net
deferred tax assets | |
$ | — | | |
$ | — | |
During
the year ended November 30, 2021, the valuation reserve increased $57,028 compared to an increase of $82,828 during the year ended November
30, 2020. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that our Company
will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled
reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a
result, management determined, as of November 30, 2021, that it was more likely than not that the deferred tax assets would not be realized.
As
noted above, we have not filed any federal tax returns, but we plan on bringing our tax filings current as soon as it is practical.
NOTE
5 – STATEDCAPITAL
Authorized:
260,000,000
authorized voting
common shares
and 80,000,000 preferred shares
authorized: 244,038,890 Common
voting shares have been issued as of November
30, 2021, and November 30, 2020, respectively.
There
are 80,000,000 authorized preferred shares with a par value of $0.001 that are non - voting in terms of rights
No
preferred shares have been issued to date and there are 0 preferred shares outstanding as of November 30, 2021 and November 30, 2020,
respectively.
NOTE
6 – SUBSEQUENT
EVENT
No
events have occurred subsequent to the balance sheet date and through the date of this filing that would require adjustment to or disclosure
in the financial statements.
NOTE
7 - RESTATEMENT
Per
ASC 250-10 Accounting Changes and Error Corrections, the November 30, 2020 financial statements are being restated to account for the
reversal of depreciation expense because equipment a non-current asset was not in service. Depreciation for year ended November 30, 2019
was $29,167 and depreciation for year ended November 30, 2020 in the amount of $50,000 totaling $79,167 was added back to property, plant,
and equipment.
Due
to the Company not having ownership of the equipment, the transaction regarding the acquisition of equipment
For
the amount of $250,000 US was cancelled and furthermore the contingency with respect to the issuance of common shares for a value of
$250,000 US was never satisfied. The equipment was credited for $250,000 US, and the Shares to be issued were debited by $250,000 US.
The
foreign exchange for the regulatory expense was converted from Canadian dollars to US dollars and, as of November 30, 2020 $1 Canadian
equaled $ 0.77 US. As of November 30, 2020 the amount of $30,800 US is owed to the Canadian regulatory body. A correction of $1200 US
was made to correct exchange rate from $0.80 US to $0.77 US.
In
accordance with ASC 835 30 the unsecured loan due to related party was payable on demand with no fixed repayment date and
bears no interest, therefore no interest should have been imputed.
Imputed
interest for year ended November 30, 2020 in the amount of $27,751 was removed from Statement of Operations for the year ended November
30, 2020. In total the additional paid in capital has been debited in the amount of $53,729 taking into account imputed interest of $
29,154 for year ended November 30, 2019 that was added to adjustment.
The
same types of adjustments were made for the year ended November 30, 2021 reflecting the same above rules and principles in accordance
with US GAAP.
For
the year ended November 30, 2021, total accumulated depreciation in amount of $129,167 was reversed bringing
Equipment
to $250,000 US, which was removed from property, plant, and equipment to adjust for no ownership of equipment as per ASC 250-10 error
corrections. Shares to be issued in amount of $250,000 US were cancelled since the contingency was never satisfied.
Imputed
interest of $29,154 for year ended November 30, 2021 was removed from Statement of Operations and Additional paid in capital was debited
for a total of $82,883 as a result of adding $29,154 in imputed interest to $53,729 for year ended November 30, 2020.
Legal
fees paid to Ron McIntyre in the amount of $5,000 by CEO himself are added to amount due to related party by $5,000 for the year ended
November 30, 2021.
Total
accumulated deficit for year ended November 30, 2021 was decreased by an accumulation of $208,250 due to all of the above cumulative
corrections.
The
tables below for the respective years November 30, 2020 and November 30, 2021 summarize the detailed adjustments.
The
following table summarizes changes made to November 30, 2020 balance sheet.
| | |
| |
| |
30-Nov-20 |
| Balance
Sheet: | |
As
Reported | |
Adjustment | |
As
Restated |
| Property,
plant, equipment | |
$ | 170,833 | | |
$ | 79,167 | | |
$ | 250000 | |
| | |
| | | |
$ | -250,000 | | |
$ | -250000 | |
| Total
assets | |
$ | 170,833 | | |
$ | -170,833 | | |
$ | 0 | |
| Accounts
payable and accrued liabilities | |
$ | 38,421 | | |
$ | -1,200 | | |
$ | 37,221 | |
| Due
to related party | |
| 782,984 | | |
| — | | |
| 782,984 | |
| Total
liabilities | |
$ | 821,405 | | |
$ | -1,200 | | |
$ | 820,205 | |
| Shares
to be issued | |
$ | 250,000 | | |
$ | -250,000 | | |
$ | 0 | |
| Common
shares | |
| 24,403 | | |
| — | | |
| 24,403 | |
| Additional
paid-in capital | |
$ | 3,296,079 | | |
$ | -53,729 | | |
$ | 3,242,350 | |
| Accumulated
deficit | |
$ | -4,221,054 | | |
$ | 134,096 | | |
$ | -4,086,958 | |
| Total
Stockholders’ Equity | |
$ | -650,572 | | |
$ | -169,633 | | |
$ | -820,205 | |
| Total
liabilities and stockholders’ equity | |
$ | 170,833 | | |
$ | -170,833 | | |
$ | 0 | |
| The
following table summarizes changes made to the year ended November 30, 2020 Statement of Operations. | |
| | | |
| | | |
| | |
| Statement of Operations | |
| |
| |
|
| 11/30/2020 | |
As
Reported | |
Adjustment | |
As
restated |
| Depreciation | |
| 50,000 | | |
| (50,000 | ) | |
| — | |
| Admin
Fees | |
| 50,000 | | |
| — | | |
| 50,000 | |
| Brokerage
Fees | |
| 2,028 | | |
| — | | |
| 2,028 | |
| Regulatory
Fees | |
| 32,000 | | |
| (1,200 | ) | |
| 30,800 | |
| Total
Operating Exp | |
| 134,028 | | |
| (51,200 | ) | |
| 82,828 | |
| | |
| | | |
| | | |
| | |
| Interest
Expense | |
| 27,751 | | |
| (27,751 | ) | |
| — | |
| | |
| | | |
| | | |
| | |
| Net Loss | |
| 161,779 | | |
| (78,951 | ) | |
| 82,828 | |
| The
following table summarizes changes made to November 30, 2021 balance sheet. | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| 30-Nov-21 | |
| Balance
Sheet: | |
| As
Reported | | |
| Adjustment | | |
| As
Restated | |
| Property,
plant, equipment | |
$ | 120,833 | | |
$ | 129,167 | | |
$ | 250,000 | |
| | |
| | | |
$ | -250,000 | | |
$ | -250,000 | |
| Total
assets | |
$ | 120,833 | | |
$ | -120,833 | | |
$ | 0 | |
| Accounts
payable and accrued liabilities | |
$ | 40,449 | | |
$ | -1,200 | | |
$ | 39,249 | |
| Due
to related party | |
| 832,984 | | |
| 5,000 | | |
| 837,984 | |
| Total
liabilities | |
$ | 873,433 | | |
$ | 3,800 | | |
$ | 877,233 | |
| Shares
to be issued | |
$ | 250,000 | | |
$ | -250,000 | | |
$ | 0 | |
| Common
shares | |
| 24,403 | | |
| — | | |
| 24,403 | |
| Additional
paid-in capital | |
$ | 3,325,233 | | |
$ | -82,883 | | |
$ | 3,242,350 | |
| Accumulated
deficit | |
$ | -4,352,236 | | |
$ | 208,250 | | |
$ | -4,143,986 | |
| Total
Stockholders’ Equity | |
$ | -752,600 | | |
$ | -124,583 | | |
$ | -877,233 | |
| Total
liabilities and stockholders’ equity | |
$ | 120,833 | | |
$ | -120,833 | | |
$ | 0 | |
| The
following table summarizes changes made to the year ended November 30, 2021 Statement of Operations. | |
| | | |
| | | |
| | |
| Statement of Operations | |
| |
| |
|
| 11/30/2021 | |
As
Reported | |
Adjustment | |
As
restated |
| Professional
Fees | |
| — | | |
| 5,000 | | |
| 5,000 | |
| Depreciation | |
| 50,000 | | |
| (50,000 | ) | |
| — | |
| Admin
Fees | |
| 50,000 | | |
| — | | |
| 50,000 | |
| Brokerage
Fees | |
| 2,028 | | |
| — | | |
| 2,028 | |
| Regulatory
Fees | |
| — | | |
| — | | |
| — | |
| Total
Operating Exp | |
| 102,028 | | |
| (45,000 | ) | |
| 57,028 | |
| | |
| | | |
| | | |
| | |
| Interest
Expense | |
| 29,154 | | |
| (29,154 | ) | |
| — | |
| | |
| | | |
| | | |
| | |
| Net Loss | |
| 131,182 | | |
| (74,154 | ) | |
| 57,028 | |
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
The
Board of Directors (the “Board”) of (the “Company”) received a letter of resignation from the Company’s
independent registered public accounting firm TAAD LLP, dated May 16, 2022. as the Company’s independent registered public accounting
firm, effective August 16, 2021.
On
June 3, 2022, Purthanol Resources Ltd. appointed MICHAEL GILLESPIE & ASSOCIATES, PLLC as the Company's new independent registered
public accounting firm.
Item
15. Financial Statements and Exhibits.
(a) Financial
Statements.
The
financial statements and related notes are included as part of this Form 10 registration statement.
Exhibits
and Financial Statement Schedules.
Description
of Exhibits
Exhibit
3.1
Certificate
of Amendment changing the Company name to Purthanol Resources Limited October 23, 2013.
Exhibit
3.2
Bylaws
of Purthanol Resources – formerly known as Sword Comp-Soft Corp as previously filed with the SEC on Form SB2 on January 18, 2001
https://www.sec.gov/Archives/edgar/data/1126162/000089155401500243/d24433_ex3-2.txt
Exhibit
23.1 Consent of independent registered public accounting firm dated September 12, 2022, regarding the use in this Registration
Statement of their report of the auditors and financial statements of Purthanol Resources Limited
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
September 12, 2022
PURTHANOL
RESOURCES LIMITED
/s/
Leonard Stella
Leonard
Stella
President
and Director
Principal
Executive Officer
Principal
Financial Officer
Principal
Accounting Officer
Purthanol Resources (CE) (USOTC:PURT)
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