My City Builders, Inc. - Annual Report: 2017 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2017

Commission file number: 000-55233

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o

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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K. o

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 o

As of October 30, 2017, there were 52,042,286 shares of the issuer’s common stock, par value $0.001, outstanding.

DIAMANTE MINERALS, INC.

FORM 10-K

FOR THE YEAR ENDED JULY 31, 2017

TABLE OF CONTENTS

PART I

As used in this Annual Report on Form 10K (this "Report"), references to the "Company," the "Registrant," "we," "our" or "us" refer to Diamante Minerals, Inc., unless the context otherwise indicates.

Our Company qualifies as an “emerging growth company” as defined in section 3(a) of the Exchange Act, and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which our Company has total annual gross revenues of US$1,000,000,000 (as such amount is indexed for inflation every 5 years by the Securities and Exchange Commission) or more; (b) the last day of the fiscal year of our Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the United States Securities Act of 1933, as amended; (c) the date on which our Company has, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Exchange Act Rule 12b–2. We filed a registration statement on Form S-1 under the Securities Act on November 8, 2012, which was declared effective by the SEC on March 11, 2013. Therefore, we will continue to qualify as an emerging growth company only until July 31, 2018 (being the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock pursuant to the Form S-1, unless we otherwise cease to qualify as an emerging growth company.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

Item 1. Business.

Overview

We were incorporated in the State of Nevada on October 26, 2010. On March 11, 2014, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to (i) change our name from "Oconn Industries Corp." to "Diamante Minerals, Inc." and (ii) increase the number of authorized shares of our common stock from 75,000,000 shares to 300,000,000 shares.

On November 20, 2014, we entered into a joint venture agreement with Mineracao Batovi Ltda., a private Brazilian mineral exploration company which at that time held 21 federal exploration licenses comprising the Batovi Diamond Project located in the State of Mato Grosso, in west-central Brazil, approximately 360 kilometers northeast of Cuiaba, the state capital. This agreement was superseded by an amended and restated joint venture agreement with Mineracao Batovi and Dr. Charles Fipke as the shareholder of Mineracao Batovi dated January 25, 2017. As per this agreement, we had the right to contribute $1,000,000 in cash to Mineracao Batovi on or before June 30, 2017 in order to acquire a 17.6% equity interest in that company. As of the deadline of June 30, 2017, we had not contributed any of the $1,000,000, and the Amended and Restated Joint Venture Agreement has terminated. As a result, we have written off the previously capitalized acquisition costs of $7,992,000.

We have been advised by Mineracao Batovi that it did not make the payments required to renew the mineral claims comprising the Batovi Diamond Project by the deadline of July 29, 2017. We have sought preliminary advice as to the implications of such non-payment from Brazilian counsel, who has confirmed that, according to the website maintained by Brazil’s Departamento Nacional de Produção Mineral (National Department of Mineral Production; commonly referred to as the “DNPM”), the mineral claims are valid but subject to notation indicating that an infraction punishable by fines has been lodged in respect of each of them. The nature of each infraction and the amount of each fine are not part of the public record available through the DNPM’s website, and Brazilian counsel has advised that a review of the physical records maintained at the DNPM’s offices in Cuiaba city, State of Mato Grosso, Brazil would be required to confirm additional details. We have not instructed counsel to undertake such review in light of the anticipated costs that would be involved.

We remain uncertain as to the status of the mineral claims, and are concerned that the mineral claims will lapse due to the non-payment. If the mineral claims lapse, they will become available for acquisition by any person who applies to acquire them. Although Mineracao Batovi theoretically would be entitled to apply to re-acquire the mineral claims, it remains unclear to us whether they would be prejudiced by the fact that infractions were apparently lodged against the mineral claims during the time that it held them if it elected to do so.

We currently hold a 2.4% interest in Mineracao Batovi, having purchased that interest from a former shareholder for $30,000. Due to the uncertainty surrounding the status of the mineral claims underlying the Batovi Diamond Project, and to the fact that Mineracao Batovi’s only asset of value is these claims, an impairment equal to the original investment has been recorded in our audited annual financial statements for the year ended July 31, 2017.

As discussed elsewhere in this annual report, pursuant to an agreement dated January 22, 2016, we have acquired a limited royalty on the first 2,000 ounces of gold that may be produced per month from the processing of ore stockpiled at Petaquilla Minerals Ltd.’s Molejon Gold Mine located in Donoso District, Colon Province, Republic of Panama. Petaquilla Minerals’ ability to continue as a going concern is unclear to our Company’s management, and it is unclear what impact, if any, Petaquilla Minerals’ circumstances – including any potential solvency issues - will have on the planned processing operations at the Molejon Gold Mine, and whether Petaquilla Gold’s interests in the Molejon Gold Mine will be subject to claims by third parties. At present, the planned processing operations at the Molejon Gold Mine have not been restarted. The Company has engaged a law firm in Panama to determine appropriate title to the claim and our course of action to seek recovery of $215,000 advanced by way of loan to Blendcore LLC, as the operator of planned processing activities at the mine. As such, a derivative change in fair value equal to the amount of the loan has been recorded in our audited annual financial statements for the year ended July 31, 2017.

We currently have no interests in any other mineral exploration projects, and we are a shell company for the purposes of the Securities Act of 1933, as amended.

Our current lack of working capital significantly limits our ability to seek out and identify mineral exploration projects for possible acquisition to replace our lost opportunity to participate in the Batovi Diamond Project, and our ability to undertake due diligence work and meet any earn-in or other requirements for the acquisition of any mineral property interests that me may identify is uncertain unless we are unable to source additional financing.

Foreign operations risk

As indicated above, we have acquired a limited royalty on the first 2,000 ounces of gold that may be produced per month from the processing of ore stockpiled at Petaquilla Minerals Ltd.’s Molejon Gold Mine located in the Republic of Panama. We may acquire direct or indirect interests in additional mineral projects located in other foreign countries. This potentially exposes the Company to risks that may not otherwise be experienced if its operations were domestic. The risks include, but are not limited to, environmental protection, land use, water use, health safety, labor, restrictions on production, price controls, currency remittance, and maintenance of mineral tenure and expropriation of property. For example, changes to regulations in any foreign jurisdiction in which we may acquire mineral projects, relating to royalties, allowable production, importing and exporting of diamonds and environmental protection, may result in the Company not receiving an adequate return on investment capital.

Operations in developing countries are also potentially subject to political risks. These risks may include, but are not limited to: terrorism, hostage taking, military repression, expropriation, extreme fluctuations in currency exchange rates, high rates of inflation and labor unrest. Changes in mining or investment policies or shifts in political attitudes in these countries may also adversely affect the Company's business. In addition, there may be greater exposure to a risk of corruption and bribery (including possible prosecution under the federal Corruption of Foreign Public Officials Act). Also, in the event of a dispute arising in foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts and may be hindered or prevented from enforcing its rights. Furthermore, it is possible that future changes in taxes in any of the countries in which the Company operates will adversely affect the Company's operations and economic returns.

Intellectual Property

We have no intellectual property.

Employees

We have no employees other than our executive officer, who is our sole director, and our chief financial officer. All functions including development, strategy, negotiations and administration are currently being provided by our executive officer.

Item 1A. Risk Factors

We have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Annual Report. These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of these material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf.

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

Risks Related to Our Company and Business

Evaluating our future performance may be difficult since we are a shell company with negative cash flow and accumulated deficit to date.

We are a shell company (as such term is defined in Rule 405 under the Securities Act of 1933, as amended), and, since our inception on October 26, 2010 through July 31, 2017, we have incurred a net loss of $9,515,316. As a result of our limited financial and operating history, including our negative cash flow and net losses to date, it may be difficult to evaluate our future performance.

There is no assurance that we will be successful in securing financing, and substantial doubt exists as to our ability to continue our operations over the next twelve months.

The continuation of our Company as a going concern is dependent upon our ability to obtain adequate financing. We anticipate that have enough working capital to fund the next 12 months of our operations. However, if we are not able to source additional financing, our ability to acquire another mineral exploration project to replace our lost opportunity to participate in the Batovi Diamond Project will remain uncertain. Given our limited financial and operating history and our status as a shell company, there is no assurance that we will be successful in securing any form of financing. Accordingly, substantial doubt exists as to whether we will be able to continue our operations over the next twelve months.

Our current lack of working capital significantly limits our ability to identify mineral exploration projects for possible acquisition, and there is no assurance that we will be able to consummate the acquisition of any mineral property interests that we may identify.

Our current lack of working capital significantly limits our ability to seek out and identify mineral exploration projects for possible acquisition, and our ability to undertake due diligence work and meet any earn-in or other requirements for the acquisition of any mineral property interests that me may identify is uncertain.

Our reliance on equity financings is expected to continue, and there is no assurance that such financing will be available when required.

Our reliance on equity financings is expected to continue for the foreseeable future, and the availability of such financing will be dependent on many factors beyond our control including, but not limited to, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets.

Our loan to Blendcore LLC, as the operator of the planned processing activities at the Molejon Gold Mine, may not be recoverable.

We have entered into a loan agreement with Blendcore LLC, a Delaware corporation, and Petaquilla Gold, S.A., a Panama corporation, pursuant to which we agreed to advance a loan in the principal amount of US$250,000 to Blendcore. Petaquilla Gold, as the owner of the minerals sourced at the Molejon Gold Mine located in Donoso District, Colon Province, Republic of Panama, has engaged Blendcore, as master contractor, to act as operator in connection with the restarting of the processing of stockpiled ore at the mine. As at July 31, 2017, our Company has advanced $215,000 to Blendcore. At present, operations at the Molejon Gold Mine have not been restarted and we have engaged a law firm in Panama to determine appropriate title to the claim and our course of action to seek recovery of $215,000 advanced to Blendcore. Our ability to recover the funds advanced to Blendcore is uncertain, and we have recorded a change in the fair value of the derivative equal to the amount of the loan in our audited annual financial statement for the year ended July 31, 2017.

Our ability to earn a royalty in respect of gold produced from the Molejon Gold Mine is subject to certain additional risks and contingencies, including the ability of the operator to recover sufficient quantities of gold from stockpiled ore over the life of the royalty from the planned processing operations.

Our Company bears the risk that the planned processing of stockpiled ore at the Molejon Gold Mine will not recover sufficient quantities of gold to cover the repayment of the loan advanced to Blendcore, in either the initial royalty term or, if needed, the extended royalty term. The loan has been guaranteed by Petaquilla Gold, as the title holder of the property, and is secured by a first charge over that portion of stockpiled ore on the title holder’s mine site. Should the agreement reach this point, our Company would bear the same risks faced by Petaquilla Gold, as title holder, and any operator engaged to replace Blendcore, respectively, of having to process the stockpiled ore including, without limitation (i) the particular attributes, including material changes to those attributes, of the stockpile such as recovery rates and ability to procure infrastructure to process it; (ii) the market price of gold, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, taxes, land tenure and transportation.

Petaquilla Minerals Ltd., the indirect owner of the Molejon Gold Mine, was delisted from the Toronto Stock Exchange in 2015 and has had its registration under section 12 of the Exchange Act revoked. It is unclear what impact, if any, Petaquilla Minerals’ circumstances – including any potential solvency issues - will have on the planned ore processing operations at the Molejon Gold Mine, or on Petaquilla Gold’s interests in the Molegjon Gold Mine.

Petaquilla Gold, the owner of minerals sourced from the Molejon Gold Mine, is a subsidiary of Petaquilla Minerals Ltd., a British Columbia company whose common shares were delisted from the Toronto Stock Exchange in 2015, and whose registration under the Exchange Act was revoked by the SEC on September 23, 2016 pursuant to section 12(j) of the Exchange Act. Petaquilla Minerals’ ability to continue as a going concern is unclear to our Company’s management, and it is unclear what impact, if any, Petaquilla Minerals’ circumstances – including any potential solvency issues - will have on the planned ore processing operations at the Molejon Gold Mine, and whether Petaquilla Gold’s interests in the Molejon Gold Mine will be subject to claims by third parties.

It remains unclear whether Mineracao Batovi, in which we hold a 2.4% equity interest, continues to hold valid title to the mineral claims comprising the Batovi Diamond Project.

We have been advised by Mineracao Batovi that it did not make the payments required to renew the mineral claims comprising the Batovi Diamond Project by the deadline of July 29, 2017. We sought advice from Brazilian counsel as to the implications of such non-payment. Although the website maintained by Brazil’s Departamento Nacional de Produção Mineral (National Department of Mineral Production; commonly referred to as the “DNPM”) currently indicates that the claims are valid, we remain uncertain as to the status of the claims. In particular, we are concerned that the claims will lapse due to the non-payment. Due to the uncertainty surrounding the status of the mineral claims, and to the fact that Mineracao Batovi’s only asset of value is these claims, an impairment equal to the original investment has been recorded in our audited annual financial statements for the year ended July 31, 2017.

We do not insure against all of the risks we face in our operations.

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations, however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our or Mineracao Batovi’s exploration activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement.

Certain directors and officers may be subject to conflicts of interest.

Our sole director, who also serves as our Chief Executive Officer, and our Chief Financial Officer are involved in other business ventures including similar capacities with other private or publicly-traded companies. Such individuals may have significant responsibilities to these other business ventures, including consulting relationships, which may require significant amounts of their available time. Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us. For example, a conflict of interest might arise where our sole director or our Chief Financial Officer becomes aware of a corporate opportunity that would be interest not only to our Company, but also to another mining company of which he or she is also a director or officer; or it is foreseeable that our Company could become involved in a mineral property option or joint venture agreement in respect of a mineral exploration or mine development project in which such a company holds an interest. For a description of the directorships and/or offices held by our sole director and our Chief Financial Officer in other companies engaged in natural resource exploration and development and related industries, please see the discussion under the heading, “Directors, Executive Officers and Corporate Governance - Directors and Executive Officers.”

The laws of the State of Nevada and our Articles of Incorporation may protect our directors and officers from certain types of lawsuits.

The laws of the State of Nevada provide that our sole director and officers will not be liable to the Company or its stockholders for monetary damages for all but certain types of conduct as directors and officers of the Company. Our Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence, poor judgment or other circumstances.

Our sole director and our officers are residents outside of the U.S., and it may be difficult for stockholders to enforce within the U.S. any judgments obtained against such director or officers.

Our sole director, who also serves as our Chief Executive Officer, and our Chief Financial Officer are nationals and/or residents of countries other than the U.S., and all or a substantial portion of such persons' assets are located outside of the U.S. As a result, it may be difficult for investors to effect service of process on such director and officers, or enforce within the U.S. any judgments obtained against such director and officers, including judgments predicated upon the civil liability provisions of the securities laws of the U.S. or any state thereof. Consequently, stockholders may be effectively prevented from pursuing remedies against such director and officers under U.S. federal securities laws. In addition, stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under U.S. federal securities laws.

Our management has determined that our disclosure controls and procedures, and our internal control over financial reporting are not effective. In any event disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, are designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness.

Management’s evaluation on the effectiveness of disclosure controls and procedures is designed to ensure that information required for disclosure in our public filings is recorded, processed, summarized and reported on a timely basis to our senior management, as appropriate, to allow timely decisions regarding required disclosure. Management’s report on internal control over financial reporting is designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. Our management has concluded that our disclosure controls and procedures, and our internal control over financial reporting, were ineffective as of the end of our fiscal year ended July 31, 2017. In any event, any system of controls, no matter how well designed and operated, is based in part upon certain assumptions designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness. Our failure to maintain effective disclosure controls and procedures may result in our inability to continue meeting our reporting obligations in a timely manner, qualified audit opinions or restatements of our financial reports, any one of which may affect the market price for our common stock and our ability to access the capital markets.

Risks Related to Our Common Stock

Broker-dealers may be discouraged from effecting transactions in our common shares because they are considered a penny stock and are subject to the penny stock rules. This could severely limit the market liquidity of the shares.

Our common stock currently constitutes “penny stock”. Subject to certain exceptions, for the purposes relevant to us, “penny stock” includes any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share. Rules 15g-1 through 15g-9 promulgated under the United States Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock.” In particular, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse), must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

In the event that an investment in our shares is for the purpose of deriving dividend income or in expectation of an increase in market price of our shares from the declaration and payment of dividends, the investment will be compromised because we do not intend to pay dividends.

We have never paid a dividend to our shareholders and we intend to retain our cash for the continued development of our business. Accordingly, we do not intend to pay cash dividends on our common stock in the foreseeable future. As a result, a return on investment will be solely determined by the ability to sell the shares in the secondary market.

Historically, the market price of our common stock has been and may continue to fluctuate significantly.

Our stock is thinly traded and trading in our stock is volatile. In addition, the global markets generally have experienced significant and increased volatility in the past, and have been impacted by the effects of mass sub-prime mortgage defaults and liquidity problems of the asset-backed commercial paper market, resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy. The effects of these past events and any similar events in the future may continue to or further affect the global markets, which may directly affect the market price of our common stock and our accessibility for additional financing. Although this volatility may be unrelated to specific company performance, it can have an adverse effect on the market price of our shares which, historically, has fluctuated significantly and may continue to do so in the future.

In addition to the volatility associated with general economic trends and market conditions, the market price of our common stock could decline significantly due to the impact of any one or more events, including, but not limited to, the following: (i) our inability to raise the financing required to fund the acquisition of our initial 20% equity interest in Mineracao Batovi; (ii) changes in the global market for diamonds; (iii) failure to meet market expectations on Mineracao Batovi’s exploration activities; (iv) sales of a large number of our shares held by certain stockholders including institutions and insiders; (v) legal claims brought forth against us; and (vi) introduction of technological innovations by competitors or in competing technologies.

A prolonged decline in the market price of our common stock could affect our ability to obtain additional financing which would adversely affect our operations.

Historically, we have relied on equity financing as the primary source of funding. A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure future financing, which would have an adverse effect on our operations.

Additional issuances of our common stock may result in significant dilution to our existing shareholders and reduce the market value of their investment.

We are authorized to issue 300,000,000 shares of common stock of which 52,042,286 shares were issued and outstanding as of October 30, 2017. Future issuances for financings, mergers and acquisitions, exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders, and may result in a decrease in the market price of our shares.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Our executive offices are located at 203 – 1634 Harvey Ave, Kelowna, BC, Canada, V1Y 6G2. We believe that this office space will be adequate for the foreseeable future.

Item 3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has been quoted on the OTCQB under the symbol "OCOO" since July 29, 2013 and "DIMN" subsequent to April 2014 in connection with the forward split. Prior to July 29, 2014, there was no active market for our common stock.

The market for our common stock is limited and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on the OTCQB on a quarterly basis for the periods indicated, as reported by OTC Markets Group. The quotations reflect interdealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

The last reported bid price of our common stock on the OTCQB on October 23, 2017 was $0.031.

Dividend Policy

The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.

Holders

As of October 24, 2017, there were 52,042,286 shares of common stock issued and outstanding, which were held by 24 stockholders of record.

Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Company's financial statements, which are included elsewhere in this Annual Report on Form 10-K. Certain statements contained in this Annual Report, including statements regarding the development of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

Overview

On January 25, 2017, the Company entered into an amended and restated joint venture agreement (the “Amended and Restated Joint Venture Agreement”) with Mineracao Batovi and Dr. Charles Fipke in his capacity as the shareholder of Mineracao Batovi, with respect to the Batovi Diamond Project located in the State of Mato Grosso, in west-central Brazil. The Amended and Restated Joint Venture Agreement superseded the Joint Venture Agreement between the Company and Mineracao Batovi dated November 20, 2014, as previously amended by our Company's letter agreement dated February 27, 2015, which became effective upon its acceptance by Mineracao Batovi and Kel-Ex Development Ltd. on March 9, 2015 (as so amended, the “Joint Venture Agreement”).

The Joint Venture Agreement originally contemplated the establishment of a new joint venture company to be formed in Brazil to explore, develop and operate the Batovi Diamond Project. As initially reported in the Company’s quarterly report on Form 10-Q for the period ended April 30, 2015 (as filed with the SEC on June 22, 2015), due to certain regulatory requirements in Brazil, the Company and Mineracao Batovi determined that it is preferable to use Mineracao Batovi as the joint venture company since it held the mineral claims underlying the Batovi Diamond Project.

The Amended and Restated Joint Venture Agreement contemplated that we would acquire a 17.6% equity interest in Mineracao Batovi - which was in addition to our existing 2.4% equity interest - in consideration of a cash contribution to Mineracao Batovi of $1,000,000 no later than June 30, 2017. We were unable to contribute any of the $1,000,000 by the contribution deadline, and the agreement has expired.

As disclosed elsewhere in this Annual Report, we have been advised by Mineracao Batovi that it did not make the payments required to renew the mineral claims comprising the Batovi Diamond Project by the deadline of July 29, 2017. We remain uncertain as to the status of the mineral claims, and are concerned that the mineral claims will lapse due to the non-payment.

We continue to hold our initial 2.4% interest in Mineracao Batovi. However, due to the uncertainty surrounding the status of the mineral claims underlying the Batovi Diamond Project, and to the fact that Mineracao Batovi’s only asset of value is these claims, an impairment equal to the original investment has been recorded in our audited annual financial statements for the year ended July 31, 2017.

On January 22, 2016, we entered into a loan agreement (the “Loan Agreement”) with Blendcore LLC, a Delaware limited liability company (“Blendcore”), and Petaquilla Gold, S.A., a Panama corporation (“Petaquilla Gold”), pursuant to which our Company has agreed to advance a loan in the principal amount of US$250,000 to Blendcore (the “Loan”). Petaquilla Gold, as the owner of minerals sourced from the Molejon Gold Mine located in Donoso District, Colon Province of Panama (the “Mine”), has engaged Blendcore, as master contractor, to act as operator in connection with the restarting of the processing of stockpiled ore at the Mine. Petaquilla Gold is a subsidiary of Petaquilla Minerals Ltd., a British Columbia company whose common shares were delisted from the Toronto Stock Exchange in 2015, and whose registration under the Exchange Act was revoked by the SEC on September 23, 2016 pursuant to section 12(j) of the Exchange Act.

The Loan proceeds were to be applied by Blendcore in that capacity in accordance with a use-of-funds budget (the “Budget”) that has been annexed to the Loan Agreement. Petaquilla Gold is a party to the Loan Agreement in its capacity as the title holder of the minerals, but is not entitled to receive any advances under the Loan Agreement.

Pursuant to the terms of the Loan Agreement, the Loan was to be advanced in three tranches as follows:

As of July 31, 2017, we had advanced $215,000 to Blendcore under the Loan Agreement.

In exchange for the provision of the Loan, our Company is to receive a royalty of 12.5% on the first 1,000 ounces of gold produced per month for 12 months (the “Royalty Period”). The Royalty Period is to commence once production ramps up to 1,000 ounces per month. For monthly production between 1,001 and 2,000 ounces of gold per month, our Company is to receive a reduced royalty of 5%. In addition to the royalty stream, our Company has a right of first option to provide funding for the expansion and development of the Mine.

Under the terms of the Loan Agreement, the Loan is to be forgiven provided that there is at least 12,000 ounces of gold produced during the Royalty Period. Upon the completion of the Royalty Period, our Company has the option to extend the royalty for a further 12 month period through the provision of a second $250,000 loan on substantially the same terms as the initial Loan. This right shall survive the royalty agreement by a period of one year.

Petaquilla Gold and Blendcore have entered into a Collateral Assignment Agreement dated January 11, 2016 (the “Collateral Assignment Agreement” a copy of which is annexed to the Loan Agreement), pursuant to which Petaquilla Gold has collaterally assigned to Blendcore such number of ounces of gold from that which is mined at the Mine as shall be necessary to enable Blendcore to satisfy its obligations to our Company under the Loan Agreement. By letter of authorization dated January 18, 2016, Petaquilla Gold has consented to the transfer by Blendcore to our Company of Blendcore’s rights under the Collateral Assignment Agreement.

At present, operations at the Molejon Gold Mine have not been restarted. We have engaged a law firm in Panama to determine appropriate title to the claim and our course of action to seek recovery of $215,000 advanced by way of the Loan to Blendcore. As such, change in the fair value of the derivative equal to the amount of the Loan has been recorded in our audited annual financial statements for the year ended July 31, 2017.

Limited Operating History; Need for Additional Capital

Our current lack of working capital significantly limits our ability to seek out and identify mineral exploration projects for possible acquisition to replace our lost opportunity to participate in the Batovi Diamond Project, and our ability to undertake due diligence work and meet any earn-in or other requirements for the acquisition of any mineral property interests that me may identify is uncertain unless we are unable to source additional financing.

We currently have no plans or arrangements 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. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Since the Company has no such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.

There is limited 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.

Outside of the employment agreements and deferred share unit plans with the chief executive and chief financial officers, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between our Company and either of our officers or our sole director.

Results of Operations

We have generated no revenues since inception and have incurred $53,802 in operating expenses for the fiscal year ended July 31, 2017.

The following table provides selected financial data for the years ended July 31, 2017 and July 31, 2016.

Balance Sheet Data

For the years ended July 31, 2017 and July 31, 2016

Revenues

The Company is a shell company and did not generate any revenues during the years ended July 31, 2017 and July 31, 2016.

Total operating expenses

For the year ended July 31, 2017, total operating expenses were $53,802, comprised of general and administrative expenses of $27,107, management fee recovery of $73,570, professional fees in the amount of $130,265 and recovery of tax filing penalties of $30,000. For the year ended July 31, 2016, total operating expenses were $778,653, comprised of general and administrative expenses of $35,857, management fees of $602,241, professional fees of $110,555 and tax filing penalties of $30,000.

Net loss

For the year ended July 31, 2017, the Company had a net loss of $8,074,759, as compared to a net loss for the year ended July 31, 2016 of $993,653. For the period October 26, 2010 (inception) to July 31, 2017, the Company incurred a net loss of $9,515,316.

Liquidity and Capital Resources

As of July 31, 2017, the Company had a cash balance of $197,190. We believe that we have sufficient working capital for the next 12 months. However, if we are unable to source additional financing, our ability to acquire another mineral exploration project to replace our lost opportunity to participate in the Batovi Diamond Project will remain uncertain. There can be no assurance that additional capital will be available to the Company.

On January 27, 2017, we filed a registration statement with the Securities and Exchange Commission on Form S-1 under the Securities Act of 1933, as amended, to register the offer and sale of up to 10,000,000 common shares of our Company at a price of $0.1695 per share. The registration statement was declared effective by the SEC as of March 9, 2017. As at July 31, 2017, no common stock had been sold pursuant to the registration statement. In connection with the termination of the Amended and Restated Joint Venture Agreement, the Company elected not to proceed with the offering and requested a withdrawal of the registration statement. Approval of the withdrawal was received from the SEC on August 21, 2017.

Cash Flows

As of July 31, 2017, the Company had a cash balance of $197,470 compared to $390,660 as of July 31, 2016. The decrease in cash was due to Company expenditures during the year; no funds were brought into the Company during the year.

As of July 31, 2017, the Company had total liabilities of $707,645 compared with total liabilities of $817,166 as of July 31, 2016. The decrease in total liabilities was primarily attributed to management fees payable.

As of July 31, 2017, the Company had working capital deficiency of $509,005 compared with working capital of $426,246 as of July 31, 2016. The decrease in working capital was attributed to the decrease in cash.

Cash Flow from Operating Activities

During the year ended July 31, 2017, the Company used $163,470 in cash from operating activities compared to cash used by operating activities of $128,726 during the year ended July 31, 2016.

Cash Flow from Investing Activities

During the year ended July 31, 2017, the Company used $30,000 in cash from investing activities compared to $215,000 in cash used by investing activities in the year ended July 31, 2016.

Cash Flow from Financing Activities

During the years ended July 31, 2017 and 2016, the Company received no cash from financing activities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Going Concern Consideration

As at July 31, 2017, the Company has a loss from operations of $8,074,759 and an accumulated deficit of $9,515,316 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, 2018.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2017. This means that there is substantial doubt that we can continue as an ongoing 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.

Critical Accounting Policies

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 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $197,190 and $390,660 in cash and cash equivalents at July 31, 2017 and 2016, respectively.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable and accrued liabilities and other current liabilities approximate fair value because of their immediate or short term maturity.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Recent Accounting Pronouncements

In January 2015, FASB issued Accounting Standards Update (ASU) No. 201501 Income Statement – Extraordinary and Unusual Items, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Under generally accepted accounting principles (GAAP), if an event or transaction met the criteria for extraordinary classification, an entity was required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity was also required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary (even if they ultimately would conclude it is not). This also alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In March 2016, FASB issued Accounting Standards Update (ASU) No. 201607 Investments – Equity Method and Joint Ventures, Simplifying the Transition to the Equity Method of Accounting. The amendments in this update eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments in this update require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated 2 other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendment is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In March 2016, FASB issued Accounting Standards Update (ASU) No. 201609 Compensation – Stock Compensation, Improvements to Employee Share-Based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this update are effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted; if early adopted, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In August 2016, FASB issued Accounting Standards Update (ASU) No. 201615 Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments. The amendments in this update provide guidance on the following eight specific cash flow issues:

Current GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues included in the amendments in this Update. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practices described above. The amendment is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In May 2017, FASB issued Accounting Standards Update (ASU) No. 201709 Compensation – Stock compensation. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements.

The financial statement information for the fiscal year ended July 31, 2017 as listed below are included beginning on page F-1 of this Form 10-K:

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

There were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as described in Item 304 (a)(1)(v) of Regulation SK.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls

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 July 31, 2017, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and chief financial officer (our principal financial 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) and our chief financial officer (our principal financial officer) concluded that our disclosure controls and procedures were not effective as of July 31, 2017, the end of the period covered by this Annual Report.

Management's Report On Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company'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 accounting principles generally accepted in the United States of America.

The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) 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 Company are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at July 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of July 31, 2017, our internal control over financial reporting was not effective due to the existence of the material weaknesses as of July 31, 2017, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Company's business operations.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the exemptions provided to issuers that are smaller reporting companies or emerging growth companies.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth the name, age and position of our current board member and executive officer.

Mr. Ulansky commenced his career over 20 years ago working for Dia Met Minerals Ltd. on the project which yielded the Ekati Diamond Mine. He continued working for Dia Met until it was purchased by BHP in 2001. At that time he joined Cantex Mine Development Corp and Metalex Ventures Ltd where he initially managed the companies' global exploration programs. In 2003 and 2006 he took over as President and CEO of Cantex and Metalex respectively. Mr. Ulansky currently serves as a member of the Board of Directors of Cantex, Metalex and Northern Uranium Corp., all of which are listed on the TSX Venture Exchange. In addition to leading the exploration programs for Cantex's metal discoveries in Yemen, he oversaw the discovery and advanced exploration of Metalex's potential U2 kimberlite in northern Ontario, Canada. Mr. Ulansky has also served as a director of several other mineral exploration companies including Valley High Ventures Ltd, Consolidated AGX Resources Ltd and Arian Resources Corp. To date Mr. Ulansky has led exploration programs in over 15 countries on four continents with a particular focus on diamonds. After completing a BSc at Simon Fraser University (Canada) he completed a second BSc and a Honours degree at the University of Cape Town (South Africa) under the tutelage of renowned diamond geologist Dr. John Gurney.

Ms. Irons serves as the Chief Financial Officer for Metalex Ventures Ltd., Cantex Mine Development Corp. and Northern Uranium Corp., all companies listed on the TSX Venture Exchange; she also sits on the Board of Directors and Audit Committee for Northern Uranium Corp. Ms. Irons was a manager for PMF Inc., Chartered Accountants, from 2003 to 2013, prior to which, she was a senior accountant of KPMG LLP. Ms. Irons is a graduate of the University of Alberta and obtained her CPA designation in 2006.

Mr. Ulansky and Ms. Irons are not directors in any other U.S. reporting company and have not been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which Mr. Ulansky, Ms. Irons or any associate thereof are parties adverse to the Company or has a material interest adverse to it.

Our directors are elected for a term of one year and serve until such director's successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

Audit Committee and Financial Expert; Committees

Our Company does not have an audit committee. We are not listed on a national U.S. securities exchange and are therefore not subject to listing requirements that mandate an audit committee comprised of independent directors.

Our Company has no nominating or compensation committees at this time. The sole director participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of our Company and its stage of development, our sole director is involved in such decision making processes. Thus, there is a potential conflict of interest in that our sole director who is also our principal executive officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with our executive officers and director.

Involvement in legal proceedings

There are no legal proceedings that have occurred within the past ten years concerning our director, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Code of Ethics; Financial Expert

We have adopted a Code of Ethics that, by its terms, is aimed principally at our Company’s employees, including our Company’s officers. However, our Code of Ethics includes the following statement of policy: “Compliance with the law and high ethical standards in the conduct of Company business should be a top priority for each employee, officer and director.” Accordingly, we expect each of our employees, officers and directors to conduct themselves in accordance with our Code of Ethics. In addition, by its terms, our Code of Ethics extends to our vendors, contractors, consultants and temporary workers.

As adopted, our Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

Our Code of Ethics requires, among other things, that all of our Company's personnel maintain confidential information; and that they act with honesty and integrity.

It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Company's Code of Ethics by another.

Eithne O’Connor, our Company’s former Chairman and Chief Executive Officer, is named in the Code of Ethics as responsible for overseeing compliance with, and enforcement of, all Company policies, including our Code of Ethics. As Mr. O’Connor is no longer associated with our Company, Chad Ulansky, our President and sole director, has assumed this responsibility for the time being.

Our Code of Ethics was included as Exhibit 14.1 to our Annual Report on Form 10-K for the year ended July 31, 2013, as filed with the SEC on October 29, 2013.

We do not have a "financial expert" on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers and directors of the Company and persons who beneficially own more than 10% of our equity securities (each a "Reporting Person") to file reports of ownership and changes in their ownership with the Securities and Exchange Commission. Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the fiscal year ended July 31, 2017, the Reporting Persons were compliant with their respective obligations under section 16(a) of the Exchange Act.

Changes in Nominating Process

There are no material changes to the procedures by which security holders may recommend nominees to our Board.

Item 11. Executive Compensation.

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officers (each a "Named Executive Officer") for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during fiscal 2017 or 2016.

SUMMARY COMPENSATION TABLE

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Effective as of October 16, 2014, Chad Ulansky became our sole officer and director. We entered into an employment agreement with Mr. Ulansky pursuant to which Mr. Ulansky is to be employed by the Company as its Chief Executive Officer for three years. As compensation for his services, Mr. Ulansky shall receive an annual base salary of $400,000 for the first year of agreement, $450,000 for the second year and $500,000 for the third year. The Employment Agreement shall automatically renew on each anniversary of the Agreement for one additional year term unless one party provides the other with notice prior to such anniversary date that such party does not desire to renew the Agreement. The Company may immediately terminate Mr. Ulansky's employment for cause. If (i) Mr. Ulansky's employment is terminated by the Company without cause, (ii) Mr. Ulansky terminates his employment as a result of the Company assigning him duties inconsistent with his position or the Company fails to pay his compensation or (iii) there is a change in control in the Company, then in either case the Company shall pay Mr. Ulansky an amount equal to (a) the product of the number of years and fractional years for the remainder of the term multiplied by (b) 50% of the then current base salary in effect as of the date of termination. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans. We have no equity incentive plans.

Effective as of July 12, 2015, we entered into an employment agreement with Ms. Irons pursuant to which Ms. Irons is to be employed by the Company as its Chief Financial Officer for three years. As compensation for her services, Ms. Irons shall receive an annual base salary of $125,000 for the first year of agreement, $137,500 for the second year and $150,000 for the third year. The remaining terms of the employment agreement are the same as the one for Mr. Ulansky.

Pursuant to our employment agreements with each of Mr. Ulansky and Ms. Irons, we have structured individual deferred share unit plans for their benefit effective as of, respectively, October 16, 2014 and July 12, 2015. Each deferred share unit plan provides that, at the sole election of our Company, exercisable at the end of each financial quarter, Mr. Ulansky or Ms. Irons (as the case may be) may receive all of his or her employment compensation due in the financial quarter in the form of deferred share units (DSUs). Any such DSUs are to be credited to accounts maintained for each of Mr. Ulansky and Ms. Irons by our Company on a quarterly basis. The number of DSUs to be credited in a financial quarter is determined by dividing the compensation earned in such financial quarter by the fair market value calculated immediately following the last trading day of such financial quarter. “Fair market value” is defined to mean, as at a particular date, (a) the volume weighted average (VWAP) of the trading price of one share of the Company’s common stock for the most recently completed financial quarter, or (b) if the Company’s common stock is not listed on any public exchange, the value established by our Board of Directors based on its determination of the fair value of a share of common stock. However, as contemplated by their respective employment agreements, the number of DSUs to which each of Mr. Ulansky and Ms. Irons is entitled has been calculated with reference to the 90-day VWAP at the end of each quarter. Upon termination of employment with our Company, other than as a result of death, each of Mr. Ulansky and Ms. Irons (as the case may be) may elect to receive one share of our Company’s common stock in respect of each whole DSU credited to his or her account or cash equal to the fair market value of such share. In the event of the death of Mr. Ulansky or Ms. Irons (as the case may be), our Company is required to pay to his or her legal representative an amount in cash equal to the fair market value of the shares to which he or she would have otherwise been entitled to receive in respect of the DSUs credited to his or her account.

Subsequent to the July 31, 2017 year end, Mr. Ulansky and Ms. Irons agreed, for the advancement of the Company, to waive a portion of the DSUs that have been issued to them under their respective deferred share unit plans.

Outstanding Equity Awards

Since our incorporation on October 19, 2010, none of our directors or executive officers has held unexercised options, stock that had not vested, or equity incentive plan awards, other than the options to purchase 200,000 options granted to Mr. Faber, a former director; these options expired on March 17, 2016.

Compensation of Directors

Since our incorporation on October 19, 2010, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors. No arrangements are presently in place regarding compensation to directors for services as directors or for committee participation or special assignments..

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists, as of October 28, 2016, the number of shares of common stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each executive officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 52,042,286 shares of common stock outstanding as of October __, 2017. Outside of the employment agreements with our CEO and CFO, we do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Under the employment agreements, there are a total of 5,942,841 common shares issuable to the CEO and CFO. Unless otherwise indicated, the business address of each stockholder listed below is: c/o Diamante Minerals, Inc., 203 – 1634 Harvey Ave., Kelowna, British Columbia, Canada, V1Y 6G2.

____________

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Recovery of Management fees of $71,237 was attributed to Mr. Ulansky and $2,334 was attributed to Ms. Irons during the current fiscal year. Element paid $3,167 in cash expenses and vehicle rental on behalf of the Company; amounts were fully repaid by the Company in February, April and June 2017.

There were no other related party transactions.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of "independent directors."

Item 14. Principal Accounting Fees and Services.

Our principal independent accountant is Davidson & Co. LLP Chartered Accountants. The aggregate fees billed for the most recently completed fiscal year ended July 31, 2017 and the period ended July 31, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

_________

As of July 31, 2017, the Company did not have a formal documented preapproval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's fulltime, permanent employees was 0%.

PART IV

Item 15. Exhibits. Financial Statement Schedules.

The following exhibits are included as part of this report:

DIAMANTE MINERALS, INC.

FINANCIAL STATEMENTS

For the Years Ended July 31, 2017 and 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Diamante Minerals, Inc.

We have audited the accompanying financial statements of Diamante Minerals, Inc. (the “Company”), which comprise the balance sheets of Diamante Minerals, Inc. as of July 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity (deficiency), and cash flows for the years ended July 31, 2017 and 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Diamante Minerals, Inc. as of July 31, 2017 and 2016, and the results of its operations and its cash flows for the years ended July 31, 2017 and 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Diamante Minerals, Inc. will continue as a going concern. As discussed in Note 9 to the financial statements, the Diamante Minerals, Inc. has suffered recurring losses from operations and has a net capital deficiency. These matters, along with the other matters set forth in Note 9, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DAVIDSON & COMPANY LLP”

DIAMANTE MINERALS, INC.

Balance Sheets

(Expressed in US Dollars)

Commitments and contingencies (Note 6)

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

DIAMANTE MINERALS, INC.

Statements of Operations

(Expressed in US Dollars)

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

DIAMANTE MINERALS, INC.

Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in US Dollars)

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

DIAMANTE MINERALS, INC.

Statements of Cash Flows

(Expressed in US Dollars)

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

DIAMANTE MINERALS, INC.

Notes to Audited Financial Statements

July 31, 2017 and 2016

(Expressed in US Dollars)

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Diamante Minerals, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on October 26, 2010. The Company is in the business of acquiring and exploring mineral properties.

The Company has not generated any revenue to date. For the period from inception on October 26, 2010 to July 31, 2017, the Company has accumulated losses of $9,515,316.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

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 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Fiscal Period

The Company's fiscal year end is July 31.

Fair value of financial instruments

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

Financial instruments, including accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short term nature of these instruments.

The following table presents information about the assets that are measured at fair value on a recurring basis as at July 31, 2017, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset:

While it currently has $nil value, the Company’s derivative asset (note 8) represents a Level 3 asset.

Share-based expenses

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). If options expire unexercised, any amounts vested and previously recorded are reclassified to deficit.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Loss Per Share of Capital Stock

In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of capital stock outstanding during the period.

Recent Accounting Pronouncements

In November 2015, FASB issued Accounting Standards Update (ASU) No, 201517 Income Taxes – Balance Sheet Classification of Deferred Taxes. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In January 2016, FASB issued Accounting Standards Update (ASU) No. 201601 Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows:

This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In February 2016, FASB issued Accounting Standards Update (ASU) No. 201602 Leases. The main difference of the update is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under this update, lessees will now be required to recognize the assets and liabilities arising from leases on the balance sheet. The economics of leases can vary for a lessee and those economics should be reflected in the financial statements; as such a distinction between finance leases and operating leases has been retained. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In March 2016, FASB issued Accounting Standards Update (ASU) No. 201609 Stock Based Compensation – Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statements. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

In August 2016, FASB issued Accounting Standards Updated (ASU) No. 201615 Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This updated addresses eight specific cash flows issues with the objective of reducing the existing diversity in practice.

This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted.

In May 2017, FASB issued Accounting Standards Update (ASU) No. 201709 Compensation – Stock compensation. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements.

NOTE 3 - BATOVI DIAMOND PROJECT

On November 20, 2014, the Company entered into a formal joint venture agreement (“the Joint Venture”) with Mineracao Batovi Ltda. (“Mineracao Batovi”), a private Brazilian mineral exploration company which at that time held 21 federal exploration licenses comprising the Batovi Diamond Project located north of Paranatinga in the State of Mato Grosso, Brazil. This was superseded by an amended and restated joint venture agreement (the “Amended and Restated Joint Venture Agreement”) with Mineracao Batovi and Dr. Charles Fipke, the shareholder of Mineracao Batovi, dated January 25, 2017 which provided the Company with the right to acquire up to a 49% interest in Mineracao Batovi. As per the Amended and Restated Joint Venture Agreement, the Company was required to contribute $1,000,000 in cash to Mineracao Batovi on or before June 30, 2017, in order to earn a 17.6% interest in Mineracao Batovi, this being in addition to the Company’s existing 2.4% equity interest which was acquired during the year ended July 31, 2017 from a former shareholder for $30,000.

On November 20, 2014, the Company issued 2,700,000 fully paid and non-assessable common shares valued at $7,992,000 to Kel-Ex Developments Ltd. (“Kel-Ex”) with a fair market value of $2.96 per share in connection with Kel-Ex’s involvement with the Batovi Diamond Project.

As at the July 31, 2017 year end, the agreement has expired, without the Company making any cash contributions to Mineracao Batovi. As such, the previously capitalized acquisition costs for the Brazil project of $7,992,000 have been written off.

The Company continues to own a 2.4% minority interest in Mineracao Batovi, which was purchased for $30,000. At present, it is not yet determinable as to whether or not Mineracao Batovi retains the claims of the Batovi project. Due to this uncertainly, and to the fact that Mineracao Batovi’s only asset of value is these claims, an impairment equal to the original investment purchase of $30,000 has been recorded in the year ended July 31, 2017.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the year ended July 31, 2017, the Company’s director invoiced $3,716 (year ended July 31, 2016 – $2,177) to the Company to cover the Company’s operating expenses. The balance was repaid in full in fiscal 2017.

The Company shares office space with other companies in order to take advantage of cost sharing opportunities and management services. Two of these companies are: Kel-Ex, a privately-held British Columbia corporation that is under common control with Mineracao Batovi and is also significant shareholder of the Company; and Metalex Ventures Ltd. (“Metalex”), a publicly traded company. Kel-Ex shares the services of the Company’s Chief Financial Officer and Metalex shares the services of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer. During the year ended July 31, 2017, the related parties invoiced the Company for the following services and amounts:

As at July 31, 2017, the following balances have been included within accounts payable:

As at July 31, 2017, $538,156 in management fees earned by the Chief Executive Officer pursuant to the CEO Employment Agreement was included as due to a related party (2016 – $609,392); $145,271 in management fees earned by the Chief Financial Officer pursuant to the CFO agreement was included as due to a related party (2016 – $147,605).

NOTE 5 - CAPITAL STOCK

Authorized Stock

The Company has authorized 300,000,000 shares of common shares with a par value of $0.001 per share. 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

There were 52,042,286 shares of common stock issued and outstanding as at July 31, 2016 and July 31, 2017.

On January 27, 2017, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) on Form S-1 under the Securities Act of 1933, as amended, to register the offer and sale of up to 10,000,000 common shares of the Company at a price of $0.1695 per share. The Company planned to use the proceeds from this offering to fund the acquisition of the 17.6% equity interest in Mineracao Batovi, provide working capital and expand the business. The registration statement was declared effective by the SEC as of March 9, 2017; no common stock had been sold pursuant to the registration statement as of July 31, 2017.

In connection with the termination of the Amended and Restated Joint Venture Agreement (Note 3), the Company has elected not to proceed with the offering of common stock. The Company’s request for the SEC’s consent to withdraw the registration statement was verbally received on August 21, 2017.

Share-based Expenses

During the year ended July 31, 2016, certain stock options expired without being exercised. As such, as at July 31, 2016 and 2017, the Company had no options outstanding. A total of $5,191,122 was reclassified to deficit upon expiration during the year ended July 31, 2016.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

On October 16, 2014, the Company and Chad Ulansky entered into an Employment Agreement (the “CEO Employment Agreement”), pursuant to which Mr. Ulansky is employed by the Company as its Chief Executive Officer for three years. As compensation for his services, Mr. Ulansky shall receive an annual base salary of $400,000 for the first year of the Employment Agreement, $450,000 for the second year and $500,000 for the third year. The Company shall have the right to pay the salary or any other amounts payable to Mr. Ulansky in deferred shares units of the Company based on the 90-day volume weighted average price (“VWAP”) of the common shares of the Company at the end of each quarter. As at July 31, 2017, $538,156 (July 31, 2016 – $609,392) has been accrued in accounts payable, which equates to 4,679,613 shares (July 31, 2016 – 1,324,767) if Mr. Ulansky were to leave the Company.

On July 12, 2015, the Company and Jennifer Irons entered into an Employment Agreement (the “CFO Employment Agreement”, together with the CEO Employment Agreement, known as “the Employment Agreements”), pursuant to which Ms. Irons is employed by the Company as its Chief Financial Officer for three years. As compensation for her services, Ms. Irons shall receive an annual base salary of $125,000 for the first year of the Employment Agreement, $137,500 for the second year and $150,000 for the third year. The Company shall have the right to pay the salary or any other amounts payable to Ms. Irons in deferred share units of the Company based on the 90-day VWAP of the common shares of the Company at the end of each quarter. As at July 31, 2017, $145,271 (July 31, 2016 – $147,605) has been accrued in accounts payable, which equates to 1,263,222 shares (July 31, 2016 – 320,880) if Ms. Irons were to leave the Company.

The Employment Agreements shall automatically renew on each anniversary of the Agreement for one additional year term unless one party provides the other with notice prior to such anniversary date that such party does not desire to renew the Employment Agreement. The Company may immediately terminate Mr. Ulansky and Ms. Irons's employment for cause. If (i) Mr. Ulansky or Ms. Irons's employment is terminated by the Company without cause, (ii) Mr. Ulansky or Ms. Irons terminate his or her employment as a result of the Company assigning duties inconsistent with his position or the Company fails to pay the compensation or (iii) there is a change in control in the Company, then in either case the Company shall pay Mr. Ulansky and Ms. Irons an amount equal to (a) the product of the number of years and fractional years for the remainder of the term multiplied by (b) 50% of the then current base salary in effect as of the date of termination.

During the year ended July 31, 2017, the Company issued 4,297,188 deferred share units under the employment agreements; while the value of these deferred share units has been accrued as a liability each quarter, due to the changes in market price of the shares, the Company recorded a recovery of management fees of $73,570 during the year ended July 31, 2017.

Pursuant to their respective Employment Agreements, the Company has structured individual Deferred Share Unit Plans for each of Mr. Ulansky and Ms. Irons effective as of, respectively, October 16, 2014 and July 12, 2015. Subsequent to the July 31, 2017 year end, Mr. Ulansky and Ms. Irons have agreed, for the advancement of the Company, to waive a portion of the DSUs that have been issued to them under their respective Deferred Share Unit Plans. By mutual agreement, no further DSUs will be issued under these plans.

NOTE 7 - INCOME TAXES

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34 percent to net the loss before provision for income taxes for the following reasons:

Net deferred tax assets consist of the following components as of:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $86,001 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

During the year ended July 31, 2016, it came to the attention of management that no tax filings had been submitted for the Company since its inception. While the Company had no taxable income and incurred no corporate taxes payable, there were certain reporting requirements that were not submitted by the appropriate deadlines. Upon filing, the Company incurred a $10,000 penalty for each of the 2012, 2013 and 2014 year ends, for a total of $30,000. The Company then filed a request to waive the penalties and, during the year ended July 31, 2017, received notice of assessments for these tax years. The Company filed an objection to these assessments and succeeded in having the penalties waived. As such, a recovery of tax filing penalties has been recorded in the statement of operations.

NOTE 8 - DERIVATIVE ASSET

On January 22, 2016, the Company entered into a loan agreement with Blendcore LLC, a Delaware corporation (“Blendcore”), and Petaquilla Gold, S.A., a Panama corporation (“Petaquilla Gold”), which is a subsidiary of Petaquilla Minerals Ltd., a Canadian public company, pursuant to which the Company has agreed to advance a loan in the principal amount of US$250,000 to Blendcore (the “Loan”). Petaquilla Gold, as the owner of the minerals sourced at the Molejon Gold Mine located in Donoso District, Colon Province, Republic of Panama (the “Mine”), has engaged Blendcore, as master contractor, to act as operator in connection with the restarting of the processing of stockpiled ore at the Mine. In exchange for the provision of the Loan, the Company is entitled to a royalty of 12.5% on the first 1,000 ounces of gold produced per month for 12 months (the “Royalty period”). The Royalty Period is to commence once production ramps up to 1,000 ounces per month. For monthly production between 1,001 and 2,000 ounces of gold per month, the Company is to receive a reduced royalty of 5%. In addition to the royalty stream, the Company has the right of first option to provide funding for the expansion and development of the Mine. The Loan is to be forgiven provided that there are at least 12,000 ounces of gold produced during the Royalty Period. Upon the completion of the Royalty Period, the Company has the option to extend the royalty for a further 12 month period through the provision of a second $250,000 loan on substantially the same terms as the initial loan. This right shall survive the royalty agreement by a period of one year. As at July 31, 2017, the Company has advanced $215,000 to Blendcore LLC.

Valuation of Derivative

As the loan agreement with Blendcore contains a royalty component, there is an embedded derivative in its value. Currently, the Company has elected to account for the entire instrument as a derivative at fair value, with changes in fair value presented in earnings. The fair value of the derivative is determined by using a discounted cash flow analysis related to various expected future cash flows to be received based on weighted probabilities due to the uncertainty of the potential royalty streams. This asset is classified as a Level 3 asset within the fair value hierarchy as our valuation estimates utilize significant unobservable inputs, including estimates as to the probability and timing of future gold production. Transaction related fees and costs are expensed as incurred.

The changes in the estimated fair value from the derivative along with cash receipts each reporting period are presented together on the Statement of Operations under the caption, “Derivative – change in fair value”.

At present, the gold mine has not been restarted. The Company has engaged the services of a legal firm in Panama to determine appropriate title to the claim and our course of action to receive the funds advanced. As such, while the Company continues to work to recover the funds, it currently considers there to be negligible chance of recovery and has accordingly valued the derivate as at July 31, 2017 at $Nil (July 31, 2016 - $Nil).

NOTE 9 - 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. During the year ended July 31, 2017, the Company incurred a net loss of $8,074,759. As at July 31, 2017, the Company had an accumulated deficit of $9,515,316 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, 2018.

The ability of the Company to emerge from the exploration 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.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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.

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.