My City Builders, Inc. - Quarter Report: 2014 October (Form 10-Q)

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should carefully review the risks and other factors described in our most recent Annual Report on Form 10-K, this quarterly report on Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission ("SEC"). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company", "Diamante", "Diamante Minerals", "we" ,"us" ,or "our" are to Diamante Minerals Inc.

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion of our financial condition, changes in financial condition and results of operations for the three month period ended October 31, 2014 and 2013 should be read in conjunction with our unaudited condensed consolidated interim financial statements and related notes for the three month periods ended October 31, 2014 and 2013. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those referenced under the heading "Risk Factors" and included in our annual report on Form 10-K for the year ended July 31, 2014, filed with the Securities and Exchange Commission on October 29, 2014.

Overview of Our Business

Our Company was incorporated under the laws of the State of Nevada, U.S. on October 26, 2010 as Oconn Industries Corp. On March 11, 2014, the Company changed its name to Diamante Minerals, Inc.  We are in the process of acquiring, exploring and developing mineral properties.

On February 10, 2014, we entered into a letter agreement with Mineracao Batovi Ltda., a Brazilian mineral exploration and mining company, to acquire up to a 75% interest in a diamond exploration project located to the north of Paranatinga in Mato Grosso, Brazil (the "Batovi Diamond Project") and form a joint venture valued at approximately $12 million.

Throughout the quarter ended October 31, 2014, we were focused on the due diligence required for this project, and the negotiation of the definitive agreement with Mineracao Batovi that was executed and delivered after the end of the period covered by this quarterly report, on November, 20, 2014.  As described in more detail below, we will contribute $1,000,000 in cash to a new joint venture company to be formed in Brazil ("Newco"), in return for a 20% equity interest, and Mineracao Batovi will contribute the mineral claims underlying the Batovi Diamond Project to Newco in return for an 80% equity interest.  We may earn an additional 29% equity interest in Newco by funding $2,000,000 of Newco's exploration expenses no later than November 20, 2017.

We currently have no interests in any other mineral exploration projects.

Results of Operations

We have generated no revenues since inception and have incurred $5,256,638 in expenses during the three months ended October 31, 2014.

The following table provides selected financial data about our company for the three months ended October 31, 2014 and the year ended July 31, 2014.

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Plan of Operation

As described above, on November 20, 2014, we entered into a formal joint venture agreement with Mineracao Batovi whch contemplates the establishment of Newco in Brazil to develop, finance and operate the Batovi Diamond Project.  Pursuant to the agreement, within three days following the incorporation of Newco, we will contribute $1,000,000 in cash to Newco in return for a 20% equity interest, and Mineracao Batovi will contribute the mineral claims underlying the Batovi Diamond Project to Newco in return for an 80% equity interest.  We may earn an additional 29% equity interest in Newco by funding $2,000,000 of Newco's exploration expenses no later than November 20, 2017.

The agreement provides that Newco is to be managed by a board of directors comprised of two representatives from each of our Company and Mineracao Batovi, provided that if we fail to earn an additional 29% equity interest in Newco by November 20, 2017, Newco's board of directors will be comprised of three representatives of Mineracao Batovi and one representative of our Company.  We will cease to be entitled to any representation on Newco's board of directors if our Company's equity interest in Newco is reduced to 10% or less.

Certain specified matters are will be subject to the approval of at least three of the four members of Newco's board of directors, including the adoption of Newco's annual budget and any amendments thereto, the scope and purpose of a feasibility study for Newco (including the determination that the study is positive), and the decision to mine and commence commercial production.

Until we earn the additional 29% equity interest in Newco, and so long as we elect to participate in the joint venture, we will bear 100% of Newco's expenses (up to the total amount of $3,000,000, including Diamante's initial $1,000,000 contribution to Newco), provided that all such expenses are first approved in writing by our Company's representatives on Newco's board of directors.

The parties have agreed to cause Newco to engage Kel-Ex Development Ltd., a privately-held British Columbia corporation that is under common control with Mineracao Batovi, to carry out exploration activities on the Batovi Diamond Project in accordance with approved budgets.  Kel-Ex Development Ltd. will be entitled to charge a 10% administration fee on all exploration expenditures incurred under $50,000 and 5% on all exploration expenditures incurred over $50,000.  In addition, we have issued 2,700,000 fully-paid and non-assessable common shares to Kel-Ex Development under the agreement.

 

As described above, in order to obtain our initial 20% interest in the Batovi Diamond Project, we will need to raise a significant amount of funds. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing would result in additional dilution to existing shareholders.

There is no historical financial information about us upon which to base an evaluation of our performance. We are a start-up company and have not generated any revenues. We cannot guarantee success of our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the sole officer and director and Diamante Minerals.

We anticipate that we will need $2,400,000 to fund the next 12 months of our operations. If we are unable to meet our needs for cash from either the money that we raise from future financings, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.  We currently do not have sufficient funds to operate our business for the next 12 months.

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As at October 31, 2014, our company's cash balance was $860,400 compared to $915,853 as at July 31, 2014. The decrease in cash was primarily due to cash used in operations.

As at October 31, 2014, our company had total liabilities of $25,969 compared with total liabilities of $5,199 as at July 31, 2014. The increase in total liabilities was primarily attributed to management fees accrued pursuant to the employment agreement with the Chief Executive Officer.

As at October 31, 2014, our company had working capital of $847,573 compared with working capital of $913,089 as at July 31, 2014. The decrease in working capital was primarily attributed to cash used in operations.

Cash Flow from Operating Activities

During the three months ended October 31, 2014, our company used $55,453 in cash from operating activities compared to cash used by operating activities of $8,166 during the three months ended October 31, 2013.

Cash Flow from Investing Activities

During the three months ended October 31, 2014 and 2013, our company used $nil cash for investing activities.

Cash Flow from Financing Activities

During the three months ended October 31, 2014, our company received $0 in cash in financing activities compared to $4,600 loans from related parties for the three months ended October 31, 2013.

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For the three months ended October 31, 2014 and October 31, 2013

Revenues

The Company did not generate any revenues during the three months ended October 31, 2014 and 2013.

Total operating expenses

For the three months ended October 31, 2014, total operating expenses were $5,256,980, which included general and administrative expenses of $3,196, management fees of $16,667, and professional fees of $45,996 and share-based expense of $5,191,122. For the three months ended October 31, 2013, total operating expenses were $6,181, which included general and administrative expenses of $81 and professional fees in the amount of $6,100.

Net loss

For the three months ended October 31, 2014, the Company had a net loss of $5,256,638, as compared to a net loss for the three months ended October 31, 2013 of $6,181. For the period October 26, 2010 (inception) to October 31, 2014 the Company incurred a net loss of $5,342,639.

Going Concern Consideration

The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2015. Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses.  We may in the future attempt to obtain financing through private offerings of debt or equity. Equity financing would result in additional dilution to existing stockholders. We currently have no agreements or arrangements to obtain funds through bank loans, lines of credit or any other sources. There is no assurance we will ever be successful doing so.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Our President (who serves as our principal executive officer and principal accounting officer) is responsible for establishing and maintaining disclosure controls and procedures for our Company.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our President (who serves as our principal executive officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President (our principal executive officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

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Changes in Internal Control over Financial Reporting

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

As disclosed in our most recent annual report on Form 10-K, our President (our principal executive officer and principal accounting officer)  assessed the effectiveness of our internal control over financial reporting at July 31, 2014, and determined that, as of July 31, 2014, our internal control over financial reporting was not effective due to the existence of certain material weaknesses disclosed in the annual report.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended October 31, 2014, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not complete any unregistered sales of equity securities during the period covered by this quarterly report on Form 10-Q that have not already been disclosed in a current report filed by the Company with the SEC on Form 8-K.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock during the period covered by this quarterly report on Form 10-Q.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are included as part of this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.