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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2014

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-184830

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [] No [X ]

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).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

As of June 18, 2014, there were 49,333,332 shares of the issuer's common stock, par value $0.001, outstanding.

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OCONN INDUSTRIES CORP

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2014

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1.      Unaudited Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's July 31, 2013 Form 10-K filed with the Securities and Exchange Commission on October 29, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2014.

DIAMANTE MINERALS, INC.

fka OCONN INDUSTRIES CORP.

(A Development Stage Company)

INDEX TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

From Inception on October 26, 2010 through April 30, 2014

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The accompanying condensed notes are an integral part of these condensed financial statements.

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The accompanying condensed notes are an integral part of these condensed financial statements.

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The accompanying condensed notes are an integral part of these condensed financial statements.

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DIAMANTE MINERALS, INC.

fka OCONN INDUSTRIES CORP.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

April 30, 2014

NOTE 2 -   CAPITAL STOCK

Authorized Stock

Following the Director`s Resolution of March 11, 2014 the Company increased its authorized share capital from 75,000,000 to 300,000,000 common shares, with a par value of $0.001 per share, while changing its name from Oconn Industries Corp. to Diamante Minerals, Inc. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Effective March 31, 2014, the Company effected a 4 for 1 forward split on its common stock outstanding in the form of a dividend, under which each stockholder of record on that date received 3 additional shares of the Corporation's $0.001 par value common stock for every one (1) share owned.

Since inception (October 26, 2010), the Company has issued shares of its common stock as follows, retroactively adjusted to give effect to the 4 for 1 forward split:

·	On March 10, 2012 the Company issued 26,000,000 shares of common stock at $0.0005 per share for $13,000

·	On July 10, 2012, the Company issued 20,800,000 shares of common stock at $0.00125 per share for $26,000

·	On February 1, 2014, the Company issued 133,332 shares of common stock at $0.0375 per share for $50,000

There were 46,933,332 and 46,800,000 common shares issued and outstanding at April 30, 2014 and July 31, 2013, respectively.  Of these shares, 26,000,000 were issued to a former officer and director of the Company.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 3 – OTHER CURRENT LIABILITY

 

As at April 30, 2014 and July 31, 2013, the Company was obligated to a former  related party, for expenses paid for on behalf of and amounts advanced to the Company in exchange for a non-interest bearing demand loan with a balance of $10,090 and $990, respectively. 

NOTE 4 -GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at April 30, 2014, the Company has a loss from operations of $37,620, an accumulated deficit of $74,344 and has earned no revenues since inception.  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, 2014.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 – BATOVI DIAMOND PROJECT

 

On February 10, 2014, we finalized a letter agreement to acquire up to a 75% interest in the Batovi Diamond Project and form a joint venture with the owner of the claims in the property, Mineracao Batovi. The project is located 220 kilometers north of Paranatinga in Mato Grosso, Brazil. Although the letter agreement provided that we have 45 days to conduct our due diligence and enter into a definitive earn-in agreement prior to May 24, 2014 (the "Deadline Date"), we have not yet entered into a definitive agreement with Mineracao Batovi. Notwithstanding that the letter agreement dated February 10, 2014 provided that if we fail to enter into a definitive agreement by the Deadline Date, the letter agreement will terminate, we are anticipating entering into a definitive agreement with Mineracao Batovi. Therefore, the terms of the joint venture are not binding until and unless the Company and Mineracao Batovi enter into a definitive agreement. The Company also needs to complete its due diligence on the project, including without limitation, verifying that Mineracao Batovi has the ability to enter into this proposed arrangement with the Company.

In order to acquire up to 75% interest in the project, we will need to fund the project as follows:

(i)

A 49% interest if (1) the Company funds an initial $2,400,000 of exploration expenses on the project, with an additional $600,000 funding prior to the right described in (ii) below, within three years from the Deadline Date; (2) the definitive earn-in agreement is executed prior to the Deadline Date; and (3) the Company pays $150,000 to a joint trust account between Mineracao Batovi and the Company;

(ii)	A 60% interest if the Company funds an additional $37,000,000 of continued exploration or completes a bankable feasibility study; and

(iii)

An additional 15% upon the funding of continued exploration, feasibility studies and mine construction to achieve commercial production.

If the Company fulfills its obligations to earn the 49% interest but fails to obtain the 60% interest, the Company will have earned an interest in the project pro rated based upon the payments made on the following basis: for every $1,000,000 paid (in addition to the $3,000,000 contributed to earn the 49% interest) of the $37,000,000 the Company shall earn an additional 0.297% interest (in addition to the 49% interest) in the project.

We agreed that if the Company owns the 75% interest upon completion of a positive feasibility it will put a mine into commercial production within 4 years of the completion of a positive feasibility study.  Mineracao Batovi's portion of mine construction costs will be repaid from 80% of its share of mine profits (i.e., 25%).  Until we has complete a feasibility study on the project or invest $40,000,000, Mineracao Batovi has the right to enter into an agreement with a major mining company to operate, finance and construct a mine in the project. The major mining company must commit to invest no less than $250,000,000, and in such instance the Company and Mineracao Batovi shall be diluted based on their interest in the project.

We intend to focus our energies on the due diligence required for this project and the negotiation and execution of a definitive agreement with Mineracao Batovi.

NOTE 6 – SUBSEQUENT EVENTS

On May 15, 2014 we sold 2,000,000 shares of common stock to The Panama Fund at a purchase price of $0.375 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933.

On June 6, 2014 we sold 400,000 shares of common stock to Bill Kotler at a purchase price of $0.375 per share. The issuance was made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.

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

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 described in this Annual Report on Form 10-K 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 Minerals Inc," "we," "us," or "our" are to Diamante Minerals Inc..

Results of Operations

We have generated no revenues since inception and have incurred $74,344 in expenses through April 30, 2014.

The following table provides selected financial data about our company for the period ended April 30, 2014 and the year ended July 31, 2013.

Plan of Operation

On February 10, 2014, we finalized a letter agreement to acquire up to a 75% interest in the Batovi Diamond Project and form a joint venture with the owner of the claims in the property, Mineracao Batovi. The project is located 220 kilometers north of Paranatinga in Mato Grosso, Brazil. Although the letter agreement provided that we have 45 days to conduct our due diligence and enter into a definitive earn-in agreement prior to May 24, 2014 (the "Deadline Date"), we have not yet entered into a definitive agreement with Mineracao Batovi. Notwithstanding that the letter agreement dated February 10, 2014 provided that if we fail to enter into a definitive agreement by the Deadline Date, the letter agreement will terminate, we are still anticipating entering into a definitive agreement with Mineracao Batovi. Therefore, the terms of the joint venture are not binding until and unless the Company and Mineracao Batovi enter into a definitive agreement. The Company also needs to complete its due diligence on the project, including without limitation, verifying that Mineracao Batovi has the ability to enter into this proposed arrangement with the Company.

In order to acquire up to 75% interest in the project, we will need to fund the project as follows:

(iv)

A 49% interest if (1) the Company funds an initial $2,400,000 of exploration expenses on the project, with an additional $600,000 funding prior to the right described in (ii) below, within three years from the Deadline Date; (2) the definitive earn-in agreement is executed prior to the Deadline Date; and (3) the Company pays $150,000 to a joint trust account between Mineracao Batovi and the Company;

(v)	A 60% interest if the Company funds an additional $37,000,000 of continued exploration or completes a bankable feasibility study; and

(vi)	An additional 15% upon the funding of continued exploration, feasibility studies and mine construction to achieve commercial production.

If the Company fulfills its obligations to earn the 49% interest but fails to obtain the 60% interest, the Company will have earned an interest in the project pro rated based upon the payments made on the following basis: for every $1,000,000 paid (in addition to the $3,000,000 contributed to earn the 49% interest) of the $37,000,000 the Company shall earn an additional 0.297% interest (in addition to the 49% interest) in the project.

We agreed that if the Company owns the 75% interest upon completion of a positive feasibility it will put a mine into commercial production within 4 years of the completion of a positive feasibility study.  Mineracao Batovi's portion of mine construction costs will be repaid from 80% of its share of mine profits (i.e., 25%).  Until we has complete a feasibility study on the project or invest $40,000,000, Mineracao Batovi has the right to enter into an agreement with a major mining company to operate, finance and construct a mine in the project. The major mining company must commit to invest no less than $250,000,000, and in such instance the Company and Mineracao Batovi shall be diluted based on their interest in the project.

We are focusing our energies on the due diligence required for this project and the negotiation and execution of a definitive agreement with Mineracao Batovi.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2013.  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.  This is because we have not generated any revenues and no sales are yet possible.  There is no assurance we will ever reach this point.  Accordingly, we must raise sufficient capital from sources.  Our only other source for cash at this time is investments by others.  We must raise cash to stay in business.  In response to these problems, management intends to raise additional funds through public or private placement offerings. 

 

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As described above, in order to obtain the interest in the 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.

As at April 30, 2014, our company's cash balance was $31,221 compared to $3,566 as at July 31, 2013. The increase in cash was primarily due to the capital raise commenced by us in February 2014.

As at April 30, 2014, our company had total liabilities of $16,565 compared with total liabilities of $1,290 as at July 31, 2013. The increase in total liabilities was primarily attributed to loans from a former related party and an increase in accounts payable.

As at April 30, 2014, our company had working capital of $14,656 compared with working capital of $2,276 as at July 31, 2013. The increase in working capital was primarily attributed to the increase in cash.

Cash Flow from Operating Activities

During the nine months ended April 30, 2014, our company used $31,445 in cash from operating activities compared to cash used by operating activities of $25,609 during the nine months ended April 30, 2013.

Cash Flow from Investing Activities

During the nine months ended April 30, 2014 and 2013, our company used $nil cash for investing activities.

Cash Flow from Financing Activities

During the nine months ended April 30, 2014, our company received $59,100 in cash in financing activities from proceeds from a former stock holder and proceeds from a share subscription compared to no financing activities for the nine months ended April 30, 2013.

The Company is currently raising funds through private placement offerings.  We cannot guarantee that future financings will be successful.

 

During the quarter we raised $50,000 from a share subscription received.

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For the three months ended April 30, 2014 and April 30, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended April 30, 2014 and April 30, 2013.

Total operating expenses

For the three months ended April 30, 2014, total operating expenses were $25,254, which included professional fees in the amount of $18,605 and general and administrative expenses of $6,649. For the three months ended April 30, 2013, total operating expenses were $14,212, which included professional fees in the amount of $14,019 and general and administrative expenses of $193.

Net loss

For the three months ended April 30, 2014, the Company had a net loss of $25,254, as compared to a net loss for the three months ended April 30, 2013 of $14,212. For the period October 26, 2010 (inception) to January 31, 2014 the Company incurred a net loss of $74,344.

For the nine months ended April 30, 2014 and April 30, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the nine months ended April 30, 2014 and April 30, 2013.

Total operating expenses

For the nine months ended April 30, 2014, total operating expenses were $37,620, which included professional fees in the amount of $29,605 and general and administrative expenses of $8,015. For the nine months ended April 30, 2013, total operating expenses were $30,878, which included professional fees in the amount of $30,069 and general and administrative expenses of $809.

Net loss

For the nine months ended April 30, 2014, the Company had a net loss of $37,620, as compared to a net loss for the nine months ended April 30, 2013 of $30,878. For the period October 26, 2010 (inception) April 30, 2014 the Company incurred a net loss of $74,344.

 

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, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

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 (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2014, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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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.

On February 1, 2014, we sold 133,332 shares of common stock to Strelitzia BV at a purchase price of $0.375 (amounts adjusted for the forward split) pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933.

On May 15, 2014 we sold 2,000,000 shares of common stock to The Panama Fund at a purchase price of $0.375 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933.

On June 6, 2014 we sold 400,000 shares of common stock to Bill Kotler at a purchase price of $0.375 per share. The issuance was made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.

 

No comissions have been paid and no comissions are owed to any brokers or any finder for these issuances.

 

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:

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

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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.