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
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.
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 Year Ended July 31, July 31, 2014 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.