UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2019
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to _________________
Commission file number: None
THE DIAMOND CARTEL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 80-0914174 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 1586 Noah Bend, London, Ontario, Canada | N6G 0T2 | |
| (Address of principal executive offices) | (Zip Code) |
(519) 619-4370
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date 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 [X] No [ ]
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 definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [X] | Smaller reporting company | [X] | |
| Emerging growth company | [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
As of March 15, 2019, the registrant had 895,750 outstanding shares of common stock.
FORM 10-Q
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
The Diamond Cartel Inc.
| Index | ||
| Balance Sheets (unaudited) | F–1 | |
| Statements of Operations (unaudited) | F–2 | |
| Statements of Cash Flows (unaudited) | F–3 | |
| Notes to the Financial Statements (unaudited) | F–4 |
| 3 |
The Diamond Cartel Inc.
(unaudited)
| January 31, 2019 | April 30, 2018 | |||||||
| ASSETS | ||||||||
| Total Assets | $ | – | $ | – | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Account payable and accrued liabilities | $ | 9,951 | $ | 28,936 | ||||
| Due to related party | 40,912 | 41,049 | ||||||
| Total Liabilities | 50,863 | 69,985 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, 946,000 shares authorized, $0.001 par value; no shares issued and outstanding at January 31, 2019 and April 30, 2018 | – | – | ||||||
| Preferred stock – Series A, 54,000 shares authorized, $0.001 par value, 0.48 shares issued and outstanding at January 31, 2019 and April 30, 2018 | – | – | ||||||
| Common stock, 200,000,000 shares authorized, $0.0001 par value; 895,750 shares issued and outstanding at January 31, 2019 and April 30, 2018 | 90 | 90 | ||||||
| Additional paid-in capital | 496,512 | 454,126 | ||||||
| Accumulated deficit | (547,465 | ) | (524,201 | ) | ||||
| Total Stockholders’ Deficit | (50,863 | ) | (69,985 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | – | $ | – | ||||
(The accompanying notes are an integral part of these financial statements)
| F-1 |
Statements of Operations
(unaudited)
| Three Months Ended January 31, 2019 | Three Months Ended January 31, 2018 | Nine Months Ended January 31, 2019 | Nine Months Ended January 31, 2018 | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | $ | – | ||||||||
| Expenses | ||||||||||||||||
| General and administrative | 11,187 | 30,843 | 23,264 | 35,000 | ||||||||||||
| Net Loss | (11,187 | ) | (30,843 | ) | (23,264 | ) | (35,000 | ) | ||||||||
| Net Loss Per Common Share – Basic and Diluted | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.04 | ) | ||||
| Weighted Average Number of Common Shares Outstanding | 895,750 | 895,750 | 895,750 | 895,750 | ||||||||||||
(The accompanying notes are an integral part of these financial statements)
| F-2 |
Statements of Cash Flows
(unaudited)
| Nine Months Ended January 31, 2019 | Nine Months Ended January 31 2018 | |||||||
| $ | $ | |||||||
| Operating Activities: | ||||||||
| Net loss | (23,264 | ) | (35,000 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Foreign exchange gain on amount due to related party | (137 | ) | – | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | 23,401 | 14,946 | ||||||
| Net Cash Used in Operating Activities | – | (20,054 | ) | |||||
| Financing Activities: | ||||||||
| Proceeds of loan from related party | – | 20,054 | ||||||
| Net Cash Provided by Financing Activities | – | 20,054 | ||||||
| Change in Cash | – | – | ||||||
| Cash – Beginning of Period | – | – | ||||||
| Cash – End of Period | – | – | ||||||
| Supplemental Disclosures: | ||||||||
| Interest paid | – | – | ||||||
| Income taxes paid | – | – | ||||||
(The accompanying notes are an integral part of these financial statements)
| F-3 |
Notes to the Financial Statements
January 31, 2019
(unaudited)
| 1. | Business Description |
The Diamond Cartel Inc. (the “Company”) was incorporated in the State of Delaware on August 17, 2005. The Company is a Blank Check Company which plans to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business with one or more businesses. The Company has not identified any business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
| 2. | Going Concern |
These financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenue since inception. As of January 31, 2019, the Company has a working capital deficiency of $50,863 and has accumulated losses of $547,465 since inception. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to fund its activities through debt and equity financing arrangements. There is no assurance that the Company will obtain the necessary financing to complete its objectives.
| 3. | Summary of Significant Accounting Policies |
| a) | Basis of Presentation |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at January 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended January 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended April 30, 2018 and 2017. The Company has an April 30 year-end.
| b) | Use of Estimates |
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| c) | Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-4 |
The Diamond Cartel Inc.
Notes to the Financial Statements
January 31, 2019
(unaudited)
| 4. | Related Party Transactions |
As at January 31, 2019 and April 30, 2018, the Company was indebted to the President of the Company for $40,912 and $41,049, respectively, for expenses incurred on behalf of the Company. These amounts are non-interest bearing, unsecured, and are due on demand.
| 5. | Stockholders’ Equity |
On July 14, 2018, The Diamond Cartel Inc. executed a Letter of Intent (the “LOI”) with a Corporation registered in the country of Chile. Pursuant to the LOI, the Corporation agreed to exchange 100% of its total issued and outstanding shares for 13,056,626 shares of common stock of the The Diamond Cartel. In addition, the Corporation agreed to provide funding of $500,000 and to enter into a consulting contract with the President of The Diamond Cartel. Of the $500,000 funding, $15,000 shall be payable to the President of The Diamond Cartel immediately upon acceptance of the LOI. The $15,000 is refundable in the event the terms of the LOI are not met. Of the $500,000 funding, $135,000 is to be deposited to a trust account with The Diamond Cartel’s legal counsel for payment of outstanding payables, closing costs associated with the transaction and costs associated with raising capital for the Corporation. Once the Corporation raised a minimum of $4,500,000 after the completion of transaction, the President of The Diamond Cartel shall receive the remaining $350,000. During the nine months ended January 31, 2019, the Coporation provided $42,386 representing professional fees paid on behalf of The Diamond Cartel. The amounts received are non-repayable and The Diamond Cartel has recognized them as a capital contribution, included in additional paid-in capital as at January 31, 2019.
| 6. | Subsequent Events |
Management has evaluated subsequent events through the date that these financial statements were available to be issued. There have been no events that would require adjustment to or disclosure in the financial statements.
| F-5 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a “blank check” Company incorporated on August 17, 2005 as a Delaware corporation. We plan to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of December 10, 2018 we had entered into a Letter of Intent with an unrelated third party. Except for this Letter of Intent, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target.
Except as disclosed above, we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly or indirectly, with respect to identifying any business combination target.
Until we complete an acquisition, we may seek to raise additional funds through a private offering of debt or equity to fund our operations, including the costs associated with being a public company. We are not a party to any arrangement or understanding with any third party with respect to raising any additional capital.
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities. We may not generate any operating revenues until after the completion of a business combination. There has been no significant change in our financial condition and no material adverse change has occurred since January 31, 2019. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
As of January 31, 2019 we owed Michel Atlidakis, our sole officer and director, $40,912 for expenses incurred on our behalf. The amount we owe Mr. Atlidakis is non-interest bearing, unsecured, and due on demand.
As of January 31, 2019, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.
See Note 3 to our financial statements included as part of this report for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2019. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2019.
| 4 |
Changes in Internal Control over Financial Reporting
During the period ended January 31, 2019 there were no changes in the Company’s internal controls that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| Exhibit Number | Description of Document | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith) | |
| 32 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 5 |
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.
| THE DIAMOND CARTEL, INC. | ||
| Dated: March 20, 2019 | By: | /s/ Michel Atlidakis |
| Michel Atlidakis | ||
| Principal Executive Officer | ||
| By: | /s/ Michel Atlidakis | |
| Michel Atlidakis | ||
| Principal Financial and Accounting Officer | ||
| 6 |