U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 S-K (§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 10-K or any amendment to this Form 10-K. 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 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 Act).
There was no aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter.
As used in this Annual Report on Form 10-K (this "Report"), references to the "Company," the "Registrant," "we," "our" or "us" refer to Diamante Minerals, Inc., unless the context otherwise indicates.
Forward-Looking Statements
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.
Overview
We were incorporated in the State of Nevada on October 19, 2010. On April 1, 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 April 10, 2014, FINRA confirmed the 4-1 forward stock split authorized by the Board of Directors of the Company. The record date of the split was March 31, 2014. Accordingly, shareholders owning shares on such date received 3 additional shares of the Company for each share they owned as of such date.
On February 10, 2014, we finalized a letter agreement (the "Batovi Letter Agreement") to acquire up to a 75% interest in the Batovi Diamond Project and form a joint venture with the owner of the claims in the property, Mineracao Batovi. The project is located 220 kilometers north of Paranatinga in Mato Grosso, Brazil. Although the Batovi Letter Agreement provided that we have 45 days to conduct our due diligence and enter into a definitive earn-in agreement prior to May 24, 2014 (the "Deadline Date"), we have not yet entered into a definitive agreement with Mineracao Batovi. Notwithstanding that the Batovi Letter Agreement provided that if we fail to enter into a definitive agreement by the Deadline Date, the Batovi Letter agreement will terminate, we are still anticipating entering into a definitive agreement with Mineracao Batovi and are still negotiating the definitive terms of such agreement. Therefore, the terms of the joint venture are not binding until and unless the Company and Mineracao Batovi enter into a definitive agreement. The Company also needs to complete its due diligence on the project, including without limitation, verifying that Mineracao Batovi has the ability to enter into this proposed arrangement with the Company.
Based on the terms of the expired Batovi Letter Agreement, in order to acquire up to 75% interest in the project, we will need to fund the project as follows:
(i) A 49% interest if (1) the Company funds an initial $2,400,000 of exploration expenses on the project, with an additional $600,000 funding prior to the right described in (ii) below, within three years from the Deadline Date; (2) the definitive earn-in agreement is executed prior to the Deadline Date; and (3) the Company pays $150,000 to a joint trust account between Mineracao Batovi and the Company;
(ii) A 60% interest if the Company funds an additional $37,000,000 of continued exploration or completes a bankable feasibility study; and
(iii) An additional 15% upon the funding of continued exploration, feasibility studies and mine construction to achieve commercial production.
If the Company fulfills its obligations to earn the 49% interest but fails to obtain the 60% interest, the Company will have earned an interest in the project pro rated based upon the payments made on the following basis: for every $1,000,000 paid (in addition to the $3,000,000 contributed to earn the 49% interest) of the $37,000,000 the Company shall earn an additional 0.297% interest (in addition to the 49% interest) in the project.
We agreed that if the Company owns the 75% interest upon completion of a positive feasibility it will put a mine into commercial production within 4 years of the completion of a positive feasibility study. Mineracao Batovi's portion of mine construction costs will be repaid from 80% of its share of mine profits (i.e., 25%). Until we complete a feasibility study on the project or invest $40,000,000, Mineracao Batovi has the right to enter into an agreement with a major mining company to operate, finance and construct a mine in the project. The major mining company must commit to invest no less than $250,000,000, and in such instance the Company and Mineracao Batovi shall be diluted based on their interest in the project.
We are focusing our energies on the due diligence required for this project and the negotiation and execution of a definitive agreement with Mineracao Batovi.
The company has a consulting agreement which will terminate December 31, 2014 for which it owes the consultant $35,000 for his services provided.
Competition
The mining industry is intensely competitive in all its phases and the Company competes with other companies that have greater financial resources and technical capacity. The Company continues to compete with a number of companies for the acquisition of mineral properties. The ability for the Company to replace or increase its mineral reserves and mineral resources in the future will depend on its ability to develop its present properties and also to select and acquire economic producing properties or prospects for diamond extraction.
Licenses, permits and approvals
The Company's operations require licenses, permits and approvals from various governmental authorities. Such licenses and permits are subject to change in various circumstances and certain permits and approvals are required to be renewed from time to time. Additional permits or permit renewals will need to be obtained in the future. The granting, renewal and continued effectiveness of these permits and approvals are,
in most cases, subject to some level of discretion by the applicable regulatory authority. Certain governmental approval and permitting processes are subject to public comment and can be appealed by project opponents, which may result in significant delays or in approvals being withheld or withdrawn.
Should the Company not be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development, or to maintain continued operations that economically justify the cost, it could materially and adversely affect the Company's operations.
Foreign operations risk
The Company's current potential significant projects are located in Brazil. Foreign countries 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 Brazil 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.
Although the operating environments in Brazil is considered favorable compared to those in other developing countries, there are still political risks. These risks 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 sole executive officer and director. All functions including development, strategy, negotiations and administration are currently being provided by our executive officer.
Smaller reporting companies are not required to provide the information required by this Item 1A.
Item 1B. Unresolved Staff Comments
None
Our executive offices are located at 228 Park Avenue, South, Suite 92302, New York, NY 10003-1502. 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. The Company's property is not the subject of any pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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 high and low sales prices as reported on the OTCQB for the fourth quarter of 2014 was $2.20 and $1.31, respectively. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
The last reported sales price of our common stock on the OTCQB on October 28, 2014 was $3.10.
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 28, 2014, there were 49,333,332 shares of common stock issued and outstanding, which were held by 26 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.
Smaller reporting companies are not required to provide the information required by this Item 6.
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 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.
Plan of Operation
On February 10, 2014, we finalized the Batovi Letter Agreement to acquire up to a 75% interest in the Batovi Diamond Project and form a joint venture with the owner of the claims in the property, Mineracao Batovi. The project is located 220 kilometers north of Paranatinga in Mato Grosso, Brazil. Although the Batovi Letter Agreement provided that we have 45 days to conduct our due diligence and enter into a definitive earn-in agreement prior to May 24, 2014, the Deadline Date, we have not yet entered into a definitive agreement with Mineracao Batovi. Notwithstanding that the Batovi Letter Agreement provided that if we fail to enter into a definitive agreement by the Deadline Date, the Batovi Letter Agreement will terminate, we are still anticipating entering into a definitive agreement with Mineracao Batovi and are still negotiating the definitive terms of such agreement. Therefore, the terms of the joint venture are not binding until and unless the Company and Mineracao Batovi enter into a definitive agreement. The Company also needs to complete its due diligence on the project, including without limitation, verifying that Mineracao Batovi has the ability to enter into this proposed arrangement with the Company.
Based on the terms of the expired Batovi Letter Agreement, in order to acquire up to 75% interest in the project, we will need to fund the project as follows:
(i) A 49% interest if (1) the Company funds an initial $2,400,000 of exploration expenses on the project, with an additional $600,000 funding prior to the right described in (ii) below, within three years from the Deadline Date; (2) the definitive earn-in agreement is executed prior to the Deadline Date; and (3) the Company pays $150,000 to a joint trust account between Mineracao Batovi and the Company;
(ii) A 60% interest if the Company funds an additional $37,000,000 of continued exploration or completes a bankable feasibility study; and
(iii) An additional 15% upon the funding of continued exploration, feasibility studies and mine construction to achieve commercial production.
If the Company fulfills its obligations to earn the 49% interest but fails to obtain the 60% interest, the Company will have earned an interest in the project pro rated based upon the payments made on the following basis: for every $1,000,000 paid (in addition to the $3,000,000 contributed to earn the 49% interest) of the $37,000,000 the Company shall earn an additional 0.297% interest (in addition to the 49% interest) in the project.
We agreed that if the Company owns the 75% interest upon completion of a positive feasibility it will put a mine into commercial production within 4 years of the completion of a positive feasibility study. Mineracao Batovi's portion of mine construction costs will be repaid from 80% of its share of mine profits (i.e., 25%). Until we complete a feasibility study on the project or invest $40,000,000, Mineracao Batovi has the right to enter into an agreement with a major mining company to operate, finance and construct a mine in the project. The major mining company must commit to invest no less than $250,000,000, and in such instance the Company and Mineracao Batovi shall be diluted based on their interest in the project.
We are focusing our energies on the due diligence required for this project and the negotiation and execution of a definitive agreement with Mineracao Batovi.
Limited Operating History; Need for Additional Capital
As described above, in order to obtain the interest in the Batovi Diamond Project, we will need to raise a significant amount of funds. We have no assurance that sufficient financing will be available to us in the future, or if available, on acceptable terms.
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.
There are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between our sole officer and director and the Company
We have sufficient working capital for the next 12 months; however, if we are successful and execute an agreement with Mineracao Batovi, we anticipate that we will need no less than $2,400,000 to fund the company for 24 months. If we are unable to meet our needs for cash from future financings, or alternative sources, then we will be unable to continue, develop, or expand our operations. We currently do not have sufficient funds to operate our business for the next 24 months.
Results of Operations
We have generated no revenues since inception and have incurred $49,277 in operating expenses for the fiscal year ended July 31, 2014.
The following table provides selected financial data for the years ended July 31, 2014 and July 31, 2013.
Balance Sheet Date | | July 31, 2014 | | | July31, 2013 | |
| | | | | | |
Cash | | $ | 915,853 | | | $ | 3,566 | |
Total Assets | | $ | 918,288 | | | $ | 3,566 | |
Total Current Liabilities | | $ | 5,199 | | | $ | 1,290 | |
Stockholders' Equity | | $ | 913,089 | | | $ | 2,276 | |
For the years ended July 31, 2014 and July 31, 2013
Revenues
The Company is in the development stage and did not generate any revenues during the years ended July 31, 2014 and July 31, 2013.
Total operating expenses
For the year ended July 31, 2014, total operating expenses were $49,560, comprised of professional fees in the amount of $41,545 and general and administrative expenses of $8,015. For the year ended July 31, 2013, total operating expenses were $34,861, comprised of professional fees in the amount of $33,869 and general and administrative expenses of $992.
Net loss
For the year ended July 31, 2014, the Company had a net loss of $49,277, as compared to a net loss for the year ended July 31, 2013 of $34,861. For the period October 26, 2010 (inception) to July 31, 2014, the Company incurred a net loss of $86,001.
Liquidity and Capital Resources
As of July 31, 2014, the Company had a cash balance of $915,853. We believe we have sufficient working capital for the next 12 months; however, if we are successful and execute an agreement with Mineracao Batovi, we anticipate that we will need no less than $2,400,000. There can be no assurance that additional capital will be available to the Company.
Cash Flows
| | Year Ended July 31, 2014 | | | Year Ended July 31, 2013 | |
Cash Flows from (used in) Operating Activities | | $ | (37,713 | ) | | $ | (34,561 | ) |
Net Cash Flows provided from Financing Activities | | $ | 950,000 | | | | - | |
Net Cash Flows provided from Investing Activities | | $ | - | | | $ | - | |
Net Increase (decrease) in Cash During Period | | $ | 912,287 | | | $ | (34,561 | ) |
As of July 31, 2014, the Company had a cash balance of $915,853 compared to $3,566 as of July 31, 2013. The increase in cash was primarily due to the capital raise commenced by us during the year.
As of July 31, 2014, the Company had total liabilities of $5,199 compared with total liabilities of $1,290 as of July 31, 2013. The increase in total liabilities was primarily attributed to an increase in accounts payable.
As of July 31, 2014, the Company had working capital of $913,089 compared with working capital of $2,276 as of July 31, 2013. The increase in working capital was primarily attributed to the increase in cash.
Cash Flow from Operating Activities
During the year ended July 31, 2014, the Company used $(37,713) in cash from operating activities compared to cash used by operating activities of $(34,561) during the year ended July 31, 2013.
Cash Flow from Investing Activities
During the years ended July 31, 2014 and 2013, the Company used no cash for investing activities.
Cash Flow from Financing Activities
During the year ended July 31, 2014, the Company received $950,000 in cash from financing activities compared to no financing activities for the year ended July 31, 2013.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern Consideration
As at July 31, 2014, the Company has a loss from operations of $49,277 an accumulated deficit of $86,001 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, 2015. Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. We may in the future attempt to obtain financing through private offerings of debt or equity. Equity financing would result in additional dilution to existing stockholders. We currently have no agreements or arrangements to obtain funds through bank loans, lines of credit or any other sources. There is no assurance we will ever be successful doing so.
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 $915,853 and $3,566 in cash and cash equivalents at July 31, 2014 and 2013, 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 June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. 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 August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this item.