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 April 30, 2013





o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934





For the transition period from _______________ to _______________





COMMISSION FILE NUMBER    333-175183





DIVERSIFIED RESOURCES INC.


(Exact name of registrant as specified in its charter)





NEVADA
98-0687026(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)


2114 Ridge Plaza Drive, Castle Rock, CO  80108
 (Address of principal executive offices, including zip code)
  951-255-9100
 (Issuer’s telephone number, including area code)
  Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
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 o





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 5,250,000 shares of common stock as of July 17, 2013.











1








PART I. FINANCIAL INFORMATION





Item 1.     Financial Statements





The following interim unaudited financial statements of Diversified Resources Inc. (the “Company”) for the three month period ended April 30, 2013 are included with this Quarterly Report on Form 10-Q:





(a)
Balance Sheets as at April 30, 2013 and October 31, 2012.(b)
Statement of Operations for the three months ended April 30, 2013 and 2012, for the six months ended April 30, 2013 and 2012 and for the cumulative period from inception (March 19, 2009) through April 30, 2013.(c)
Statements of Cash Flows for the three months ended April 30, 2013 and 2012 and for the cumulative period from inception (March 19, 2009) through April 30, 2013.(d)
Notes to Financial Statements.
















































2







DIVERSIFIEDRESOURCES, INC.(A Development Stage Company)Balance Sheet(Unaudited)April 30,


October 31,2013


2012ASSETSCURRENT ASSETSCash and Cash Equivalents

$
4,127


$
4,631TOTAL ASSETS

$
4,127


$
4,631LIABILITIES & STOCKHOLDERS' DEFICITLIABILITIESCurrent LiabilitiesMineral Lease Payable

$
230,533


$
215,780Officer Loan


8,000



-Total Liabilities


238,533



215,780STOCKHOLDERS' DEFICITPreferred Stock, par value $0.001; authorized 50,000,000 shares;issued and outstanding:  none as of April 30, 2013 and October 31, 2012


-



-Common Stock, par value $0.001; authorized 450,000,000 shares;issued and outstanding:  5,250,000 shares as of April 30, 2013and October 31, 2012


5,250



5,250Additional paid-in capital


74,750



74,750Deficit accumulated in the development stage


(314,406
)


(291,149
)Total Stockholders' Deficit


(234,406
)


(211,149
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
4,127


$
4,631














The accompanying notes are an integral part of the unaudited financial statements.




3


DIVERSIFIED RESOURCES, INC.(A Development Stage Company)Statement of Operations(Unaudited)For the period

from Inception,

March 19, 2009For the three months ended


For the six months ended


throughApril 30,


April 30,


April 30,2013


2012


2013


2012


2013-






-REVENUES

$
-


$
-


$
-


$
-


$
-OPERATING COSTSProfessional Fees


1,915



1,225



4,515



1,225



26,060Filing Fees


2,958



10,000



3,801



10,185



30,641Mineral Lease Maintenance


-



-



14,753



-



191,792Other General and Administrative


104



51



188



57



65,913Total Operating costs


4,977



11,276



23,257



11,467



314,406NET LOSS

$
(4,977
)

$
(11,276
)

$
(23,257
)

$
(11,467
)


(314,406
)Net Loss per share,Basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted Average number of common shares, outstanding, basic and diluted


5,250,000



5,250,000



5,250,000



5,250,000




























The accompanying notes are an integral part of the unaudited financial statements.




4


DIVERSIFIED RESOURCES, INC.(A Development Stage Company)Statement of Cash Flows(Unaudited)For the six months

ended

April 30,


For the period

from Inception,

March 19, 2009

through

April 30,2013


2012


2013CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(23,257
)

$
(11,467
)

$
(329,159
)Adjustments to reconcile net loss to net cashused by operating activities:


-



-



-Change in operating assets and liabilities:


-



-



-Mineral lease payable


14,753



-



245,286Net Cash used by Operating Activities


(8,504
)


(11,467
)


(83,873
)CASH FLOWS FROM FINANCING ACTIVITIESSale of common stock


-



-



60,000Proceeds from related party


8,000



5,000



28,000Net Cash provided by Financing Activities


8,000



5,000



88,000NET INCREASE (DECREASE) IN CASH


(504
)


(6,467
)


4,127CASH AT BEGINNING OF PERIOD


4,631



6,843



-CASH AT END OF PERIOD

$
4,127


$
376


$
4,127CASH PAID FOR:Interest

$
-


$
-Income Taxes

$
-


$
-












The accompanying notes are an integral part of the unaudited financial statements.




5







DIVERSIFIED RESOURCES INC.


(An Exploration Stage Company)


NOTES TO THE CONDENSED FINANCIAL STATEMENTS


April 30, 2013


(Unaudited)






NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION




Current Operations and Background




Diversified Resources Inc. (“the Company”) was incorporated in the State of Nevada on March 19, 2009 to pursue mineral extraction in the United States.




On May 22, 2009, the Company leased two mining claims in Esmerelda County, Nevada, in the Dunfee Mine Area.  The lease includes all additional claims within one mile of these claims.  The area was the subject of a geological report on September 11, 2009.  The lease required an initial payment of $5,000, plus $275 Federal and State maintenance fees.  Minimum annual payments are required, beginning with $5,000 at the 2nd anniversary year, and escalating after the 3rd year. The Company is responsible for taxes and maintenance fees imposed on the claims.  The Company defaulted on the third anniversary year payment due in 2012.  The Company is negotiating with the lessor to change the terms of the lease.





Basis of Presentation





The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”)




These interim condensed financial statements as of and for the six months ended April 30, 2013 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.




These interim condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end October 31, 2012 report on Form 10-K. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six month period ended April 30, 2013 are not necessarily indicative of results for the entire year ending October 31, 2013.




NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Cash and Cash Equivalents




The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.




Going Concern




The Company sustained operating losses during the six months ended April 30, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.




The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.




Use of Estimates




The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.






6







Income Taxes




We account for income taxes in accordance with ASC Topic 740, Income Taxes.  Under this standard, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance when we cannot make the determination that it is more likely than not that some portion or all of the related tax asset will be realized. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.




Mineral Rights




We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties.




If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.




As of April 30, 2013, the Company has accrued $230,533 in unpaid mining lease fees related to the claims and no costs have been capitalized. The mining lease is deemed enforceable as neither party has terminated the lease as of April 30, 2013.




Development Stage Company




All of our operating results and cash flows reported in the accompanying financial statements from March 19, 2009 (inception) through April 30, 2013 are considered to be those related to development stage activities and represent the ‘cumulative from inception' amounts from our development stage activities required to be reported pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 915, Development Stage Entities.




Fair Value of Financial Instruments




The Financial Accounting Standards Board issued   ASC 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:





-
Level 1:  Quoted prices in active markets for identical assets or liabilities-
Level 2:  Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.-
Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.





Net Loss Per Share





The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.






7








Recent Accounting Pronouncements





In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. The Company does not expect this guidance to have a significant impact on its financial position, results of operations or cash flows.





In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its financial position, results of operations or cash flows.





In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its financial position, results of operations or cash flows.





Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.





NOTE 3 – RELATED PARTY TRANSACTIONS





On February 22, 2013 the President of the Company advanced $3,000 to the Company and on April 4, 2013 a further $5,000 for a total of $8,000 for working capital.  The loan bears no interest, is payable on demand and has no terms of repayment or maturity date.





NOTE 4– INCOME TAXES





No provision was made for federal income tax for the six months ended April 30, 2013 and 2012, since the Company had net operating losses.




The Company has available a net operating loss carry-forward of approximately $87,500, which begins to expire in 2029 unless utilized beforehand. Net operating loss carry forwards may be used to reduce taxable income through the year 2032. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward.  However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available.  Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment.  Based upon the level of historical taxable income and projections for future taxable income over the periods in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a valuation allowance such that the net deferred tax asset is $0 as of April 30, 2013. The Company changed control in July 2012. Section 382 of the Internal Revenue code limits the use of net operating losses where a change of control has occurred.




NOTE 5 – STOCKHOLDERS’ DEFICIT




On July 25, 2012 Philip F. Grey acquired control of 3,000,000 shares of the Company’s common stock, representing 57% of the Company’s issued and outstanding common stock, from Mr. Gordon Smith.  A purchase price of $80,000 was paid to Mr. Smith for the shares.






8







On July 24, 2012 Mr. Smith resigned as President, Treasurer, Chief Executive Officer, Chief Financial Officer, and director of the Company.  On the same date, Gordon Cormie resigned as the Company’s Secretary and Richard O’Hara resigned as a Company director. The positions of President, Chief Executive Officer, Chief Financial Officer, Secretary and Director were filled by Philip F. Grey.




On October 23, 2012 the Company filed amended Articles of Incorporation with the Secretary of State of Nevada.  The articles were amended to reduce the types of authorized shares to common and preferred and to set the number of authorized common shares and preferred shares at 450,000,000 and 50,000,000 respectively.  The Articles were further amended to (1) eliminate any restrictions on the transfer of shares, (2) allow the number of Directors to be fixed by the Board of Directors, and (3) eliminate any restrictions on the number of shareholders.




NOTE 6 – COMMITMENTS AND CONTINGENCIES




On June 15, 2009 the Company leased two mining claims in Esmerelda County, Nevada, in the Dunfee Mine Area.  The lease includes all additional claims within one mile of these claims.  The area was the subject of a geological report on September 11, 2009.  The term of the lease is for 20 years and renewable for additional 20 years assuming all conditions of the lease are met. The lease required an initial payment of $5,000, plus $275 Federal and State maintenance fees.  Minimum annual payments are required, beginning with $5,000 down payment at the execution of the lease agreement, $5,000 on or before the first anniversary year, $10,000 on or before the second and third anniversaries years, $25,000 on or before the fourth anniversary year, and $75,000 at the fifth anniversary and subsequent years which are subject to increase or decrease equivalent to the rate of inflation designated by the Consumer Price Index for that year. The Company is responsible for taxes and maintenance fees imposed on the claims.  The lease grants the Company the right to purchase 2 1⁄2 percent of the royalty on the claims for $5,000,000, reduced by minimum payments made.  Lessor is entitled to a royalty of one percent of net smelter returns.




The Company has failed to make lease payments; however, the agreement is deemed enforceable as neither party has terminated the lease as of April 30, 2013.
























9








Item 2.     Management’s Discussion and Analysis of Financial condition and Results of Operations





THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.





Forward-Looking Statements and Associated Risks.





This report contains forward-looking statements.  Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations.  In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this report include statements about:


●
our plan of operations;●
our future exploration programs and results;●
our expectations regarding the impact of various accounting policies;●
our future capital expenditures; and●
our future investments in and acquisitions of mineral resource properties.





These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:


●
risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;●
risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;●
mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;●
the potential for delays in exploration activities; risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;●
risks related to commodity price fluctuations;●
the uncertainty of profitability based upon our limited history;●
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;●
risks related to environmental regulation and liability;●
risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;●
risks related to tax assessments; and●
political and regulatory risks associated with mining development and exploration.





Any of these risks could cause our Company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements contained in this quarterly report.




While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.




Plan Of Operation




We are an exploration stage company engaged in the acquisition and exploration of mineral properties.  We currently hold a lease on twenty two (22) unpatented lode mineral claims that we refer to as the Dunfee Property.  Further exploration of these mineral claims is required before a final determination as to their viability can be made.  Although exploratory work on the claims conducted prior to our obtaining a lease on the property has indicated some potential showings of mineralization, we are uncertain as to the potential existence of a commercially viable mineral deposit existing in these claims.





Our plan of operations is to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable quantities of gold, silver, copper or any other valuable minerals.  We will not be able to determine whether or not our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.  As of the date of this Report, the Company has not paid the minimum agreed royalty advances of $10,000 and $25,000 which were due on June 15, 2012 and June 15, 2013 respectively .  Due to our lack of capital, we are unable to make this payment.




As of the date of this filing, we are still attempting to renegotiate the terms of the mineral lease agreements with Timberwolf Minerals, LTD.  However, there is no guarantee that we will be successful at renegotiation and may be required to relinquish our rights in the mineral leases currently leased by us.




10








Results of Operations





We have generated no revenues since inception and have incurred $314,406 in operating expenses from inception through April 30, 2013.  These expenses were comprised of $26,060 in Professional Fees, $30,641 in Filing Fees, $191,792 in Mineral Lease Maintenance and $65,913 in general and administrative costs.  We incurred net loss of $5,810 for the three months ending April 30, 2013.  Our net loss since inception (March 19, 2009) through April 30, 2013 was $314,406.




During the fiscal quarter ending April 30, 2013, our President and Director advanced the Company a total of $8,000 for working capital.  The loans bear no interest, is payable on demand and has no terms of repayment or maturity date.





Going Concern





Diversified Resources, Inc. is an exploration stage company and currently has no operations.  Our independent auditor has issued an audit opinion for Diversified Resources which includes a statement raising substantial doubt as to our ability to continue as a going concern.





Liquidity and Capital Resources





Our cash balance at April 30, 2013 was $4,127 with $238,533 in outstanding liabilities.  Total expenditures over the next 12 months are expected to be approximately $90,000.  Our current cash balance will not be sufficient to fund our operations for the next twelve months.  Accordingly, we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us.




Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.




Item 3.     Quantitative and Qualitative Disclosures About Market Risk.




As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.




Item 4.     Controls and Procedures.




As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.




The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.




Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.




Item 4(t).   Controls and Procedures.




The information required pursuant to item 4(t) has been provided in Item 4.






11








PART II. OTHER INFORMATION





Item 1.     Legal Proceedings





None.





Item 1(a).  Risk Factors





There have been no changes to our risk factors from those disclosed in our Amendment No. 4 to Form S-1 filed on November 22, 2011.





Item 2.     Unregistered Sales of Equity Securities





We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended April 30, 2013.





Item 3.     Defaults Upon Senior Securities





None.





Item 4.     Submission of Matters to a Vote of Securities Holders





No matters were submitted to our security holders for a vote during the three months ending April 30, 2013.





Item 5.     Other Information





None.





Item 6.     Exhibits





Exhibit

Number
Description of Exhibit31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




























12








SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





DIVERSIFIED RESOURCES INC.





Date:
July 17, 2013

DIVERSIFIED RESOURCES, INC.By:
/s/ Philip F. GreyPhilip F. Grey

President, Treasurer, Chief Executive Officer

and Chief Financial Officer (Principal Executive Officer,

Principal Accounting Officer And Principal Financial Officer)