Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended November 30, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ___________ to _____________

Commission file number: 000-25335

OCCIDENTAL DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

88-0409024
(I.R.S. Employer Identification Number)

256 S. Robertson Blvd

Beverly Hills CA 90211
(Address including zip code of principal executive offices)

Issuer’s telephone number: 310-358-3323

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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 þ 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.


Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	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 ¨ No þ

As of October 05, 2015 the registrant had outstanding 75,886,165 shares of its $0.001 par value Common Stock.

Transitional Small Business Disclosure Format: Yes¨ No þ

OCCIDENTAL DEVELOPMENT GROUP, INC.

(Formerly Intelligent Living Corp.)

FORM 10Q

For the Quarterly Period November 30, 2014

TABLE OF CONTENTS

Page

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF CONTINUING AND FUTURE PLAN OF OPERATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4T. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. MINE SAFETY DISCLOSURES.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

SIGNATURES

PART I. FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED BALANCE SHEETS
			November 30,		May 31,
			2014		2014
			(unaudited)
CURRENT ASSETS
	Cash and cash equivalents	$	1,719	$	1,719
	TOTAL CURRENT ASSETS	$	1,719	$	1,719

	PROPERTY & EQUIPMENT, NET		-		-

OTHER ASSETS
	TOTAL OTHER ASSETS		-		-
	TOTAL ASSETS	$	1,719	$	1,719

LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		55,496		55,346
	Accrued liabilities		185,816		198,291
	Accrued liabilities related party		200,000		200,000
	Accrued interest		278,309		259,891
	Accrued interest related party		4,481		3,794
	Short term notes		23,006		23,006
	Short term notes convertible, net		542,221		542,221
	Short term loans - related party		30,127		17,652
	TOTAL CURRENT LIABILITIES	$	1,319,456	$	1,300,201

LONG-TERM LIABILITIES
	TOTAL LONG TERM LIABILITIES		-		-
	TOTAL LIABILITIES		1,319,456		1,300,201

	COMMITMENTS & CONTINGENCIES		-		-

STOCKHOLDERS' (DEFICIT)
	Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding		-		-
	Common stock, 800,000,000 shares authorized, $0.001 par value; 75,886,165 and 75,886,165 issued and outstanding respectively		75,886		75,886
	Stock payable		56,000		56,000
	Additional paid in capital		15,806,171		15,806,171
	Accumulated deficit		(16,476,099)		(16,456,844)
	Accumulated other comprehensive (loss)		(779,695)		(779,695)
	TOTAL STOCKHOLDERS' (DEFICIT)	$	(1,317,737)	$	(1,298,482)
	TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	1,719	$	1,719

See accompanying condensed notes to the interim consolidated financial statements


OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
			For the 3 month period ended				For the 6 month period ended
			November 30,				November 30		November 30
			2014		2013		2014		2013

REVENUES		$	-	$	-	$	-	$	-
COST OF REVENUES			-		-		-		-
GROSS PROFIT			-		-		-		-

EXPENSES					-
	Compensation		-		-		-		200,000
	Office & Administrative		-		27		150		78,649
	TOTAL OPERATING EXPENSES		-		27		150		278,649
					-
GAIN (LOSS) FROM OPERATIONS			-		(27)		(150)		(278,649)
					-
OTHER INCOME (EXPENSE)
	Beneficial conversion and fee discount expense		-		(11,144)		-		(27,624)
	Interest expense		(9,596)		(12,491)		(19,105)		(47,989)
	TOTAL OTHER INCOME (EXPENSE)		(9,596)		(23,635)		(19,105)		(75,613)

(LOSS) FROM CONTINUING OPERATIONS			(9,596)		(23,662)		(19,255)		(354,262)

Gain (LOSS) FROM DISCONTINUED OPERATIONS			-		(1,120)		-		28,441

CONSOLIDATED NET (LOSS) BEFORE INCOME TAX			(9,596)		(24,782)		(19,255)		(325,821)
	Income Tax Expense	$	-		-		-		-
NET (LOSS)			(9,596)	$	(24,782)		(19,255)		(325,821)
	EARNINGS PER SHARE BASIC AND DILUTED
	(Loss) income per share from continuing operations		(0.00)		(0.00)		(0.00)		(0.01)
	(Loss) per share from discontinued operations		-		(0.00)		-		0.00
	Net (Loss) per share		(0.00)		(0.00)		(0.00)		(0.01)
	Weighted average number of common stock shares outstanding, basic and diluted		75,866,165		49,455,849		75,886,165		26,981,651

OTHER COMPREHENSIVE GAIN (LOSS)
	Foreign currency translation gain (loss)		-		6,043		-		2,006
		$
COMPREHENSIVE (LOSS)			(9,596)	$	(18,739)	$	(19,255)	$	(323,815)

See accompanying condensed notes to the interim consolidated financial statements


OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
					For the 6 month period ended
					November 30,		November 30,
					2014		2013

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(19,255)	$	(325,821)
	Adjustments to reconcile net loss
		to net cash used in operating activities:
			Amortization of debt discount		-		27,624
			Services paid by issuance of common stock		-		200,000
			Gain on disposal		-		(3,776)
			Services paid dby issuance of debt		-		75,000
		Decrease (increase), net of acquisition, in:
			Accounts receivable		-		(23,256)
		Increase (decrease), net of acquisition, in:
			Accrued liabilities and interest		5,943		15,964
			Accrued liabilities and interest related party		687		1,624
			Employee advance receivable		-		-
			Accounts payable		150		(2,227)
			GST tax refundable		-		(49)
			Deposits		-		-
	Net cash used in operating activities				(12,475)		(34,917)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of fixed assets				-		(9,645)
	Proceeds from sale of fixed assets				-		18,507
	Net cash used in investing activities				-		8,862

CASH FLOWS FROM FINANCING ACTIVITIES:
	Bank Line of Credit				-		7,824
	Repayment of loans				-		(10,140)
	Proceeds of loans, related party				12,475		36,340
	Repayment of loans, related party				-		(13,797)
	Net cash provided by financing activities				12,475		20,227

Net increase (decrease) in cash					-		(5,828)

	Effect of foreign exchange on cash				-		(15,273)

Cash, beginning of period					1,719		23,041

Cash, end of period				$	1,719	$	1,940

SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest and income taxes:
		Interest		$	-	$	8,728
		Income taxes		$	-	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Common stock issued for related party debt and interest			$	-	$	400,000
	Common stock issued for third party debt and interest			$	-	$	2,900
	Accrued liabilities converted to related party debt			$	-	$	169,500
	Note payable converted to accrued liabilities			$	-	$	14,026
	Disposal of subsidiary			$	-	$	447,308

See accompanying condensed notes to the interim consolidated financial statements

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. The Company provides services and support to the legal marijuana industry through subsidiaries and joint ventures. Services span the industry sector and include: agricultural land and commercial space for lease to marijuana horticulturalists, staffing and payroll services for the MMJ industry - connecting employers with the right talent to grow their business, and technology App’s connecting B2B, MMJ to the end consumer. Historically, the Company operated in the green building sector offering control and automation technology for single and multi unit new construction and existing buildings.

The market opportunities for the Company’s control and automation services and products steadily declined over the past several years due in part to the slowdown in new and construction and renovation activity plus the advent of plug and play automation technology which eroded the Company's intellectual property, reduced the need for specialized technical support and reduced project margins.

Over several quarters the Company actively evaluated and pursued opportunities to expand its business activities vertically within the Company’s historical green building, home automation and energy conservation sectors and horizontally within the construction and renovation sectors. During FY 2012 the Company began planning the shift and expansion of its activities to development and design build services targeting energy efficient housing and multi-strata property renovation and development. Early in the planning process it became clear that significant restructuring would be required in order for the Company to attract the working capital financing required to support expansion.

Initial stages of restructuring were completed during FY 2012. On October 31, 2011 the Company’s board of directors approved a Consent Resolution amending the Company’s Articles of Incorporation to affect a one for one hundred and fifty reverse split of the Company’s common stock, and adjustment of the Company’s authorized capital to eight hundred million common shares and five million preferred shares. The proposed amendments were approved by a majority of shareholders on November 1, 2011. The Company filed a preliminary Schedule 14C Information Statement outlining proposed amendments to the Company’s Articles of Incorporation on November 9, 2011 and a definitive Schedule 14C Information Statement on November 25, 2011. The Company set November 25, 2011 as the record date for notification to shareholders. The Company filed the amended Articles of Incorporation with the Nevada Secretary of State on December 12, 2011, with an effective posting date of December 22, 2012. The reverse split was approved for trading purposes by the Financial Industry Regulatory Authority [FINRA] on January 18, 2012.

Through FY 2013 the Company actively pursued design build and renovation opportunities within the British Columbia and Greater Vancouver markets and solicited project financing from commercial lenders and private equity. The Company structured a joint venture proposal with a prominent First Nations forestry company targeting housing needs within First Nations communities and undertook an extensive evaluation of renovation opportunities within the Greater Vancouver condominium market. The Company also responded to an invitation to provide engineering project management services, in concert with First Nations communities, to the early stage LNG development underway in British Columbia. During this period, the Company scaled back its project and marketing efforts within the Company’s traditional home automation sector in favor of pursuing property development opportunities.

Through this process it became apparent that the Company’s financial resources were not sufficient to support available diversification opportunities and that further balance sheet and equity restructuring would be required in order to attract and qualify for project financing support and equity funding sufficient to grow the business. Management reached this conclusion concurrent with the close of FY 2013.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

Beginning in June 2013 the Company undertook further restructuring and on June 25, 2013 Murat Erbatur resigned as director and COO and on June 26, 2013 the Board of Directors appointed Mr. Ian Gilbey as director. Mr. Gilbey had previously been a consultant to the Company providing re-structuring and merger acquisition support. In June the Company moved its head office to Beverly Hills California to better focus on the US market. On July 17, 2013, the Board of Directors authorized a merger with the Company’s wholly-owned subsidiary, Occidental Development Group Inc., and in the merger, the name of the company was changed to Occidental Development Group Inc. On July 17, 2013, the Board also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:10 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:10 ratio, from 800,000,000 shares to 80,000,000 shares. Both of these corporate actions were permitted to be taken by the Company’s Board of Directors without stockholder approval under Nevada NRS 92A.180 (for the merger with the subsidiary and name change) and NRS 78.207 (for the change in authorized and outstanding stock).

The changes of the Company’s name to Occidental Development Group, Inc. and the 1:10 reverse split, with the concurrent reduction of our authorized common stock in the same ratio and the change in the Company’s trading symbol to OXDG, were approved by FINRA and became effective for trading purposes on August 19, 2013.

During the quarter ended August 31, 2013 the Company continued to plan for the complete phase out of its activities in the home automation sector and negotiations were initiated for the acquisition of Ball Park Investments LLC ("BallPark"), a Florida real estate development company. The Company's board of directors considered the acquisition of Ballpark a key step in establishing strategic relationships with debt and equity providers.

Effective September 1, 2013, the Company disposed of its subsidiary MCM Technologies Inc. ("MCM") by sale to a previous related party, Murat Erbatur, the Company's former COO, for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($342,880) to additional paid in capital. Early in the second quarter management completed the acquisition of BallPark. The acquisition of BallPark was done without consideration and did not contribute any assets or result in any liabilities. As a direct result of the Ballpark acquisition and subsequent negotiations for funding, the Company was introduced to and approached by Integrity Aviation and Leasing LLC ("Integrity"), a Texas based company active in the domestic airline industry and specializing in leasing jet aero engines. In preliminary discussions, Integrity disclosed that it had assets in excess of $5 million and long-term lease revenues. On November 22, 2013 the management of Occidental and Integrity executed a binding Letter of Intent outlining terms for the acquisition of Integrity by Occidental. On January 14, 2014 the Company's Board of Directors approved the binding Letter of Intent for the acquisition of Integrity and initiated a due diligence process to, among other things, verify and quantify the assets, liabilities and obligations of Integrity. On January 16, 2014 the Company's Board of Directors approved a consent motion for shareholder approval to increase the Company's authorized common share capital from 80,000,000 shares to 800,000,000 and on the same day received approval from a majority of shareholders.

Effective March 1, 2014, the Company disposed of its remaining Canadian subsidiary by sale to a third party for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($711,990) to additional paid in capital. On March 12, 2014 the Company executed a non binding Memorandum of Understanding with Arrivair LLC ("Arrivair"), an aircraft trading and leasing company based in Florida. Arrivair is active in the sales and leasing of commercial passenger and cargo aircraft and aircraft components to airlines and entrepreneurs worldwide. Under the terms of the MOU the parties agreed to cooperatively pursue the purchase of aircraft and critical aircraft parts for trading, re-sale and leasing.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

The timing of this initiative dovetailed to the upswing in the global airline market and industry shift to off balance sheet financing of operations and flight critical capital equipment. After several months of pursuing financing for potential aircraft purchase and lease opportunities the Board of Directors concluded that the Company needed to significantly strengthen its balance sheet to support activity in this capital intensive sector.

Collateral to the Company's effort to develop activity in the aircraft sector, in September 2014 the Company was introduced to and on October 1, 2014 the Company executed a binding Letter of Intent with Eagle Financial Diamond Group, Inc. ("Eagle") an established Florida company active in the consumer and wholesale diamond trade. The binding Agreement defined the terms under which Occidental would acquire Eagle. In January 2015, the Company was advised by the principal of Eagle that Eagle no longer wished to pursue the buyout. As a result the Board is considering the option to pursue a claim of damages.

On April 27, 2015 the Company executed a binding Letter of Intent with 420 International Corp. ("420"), a California company active in the legal marijuana sector. The Letter of Intent outlines an all share transaction in which Occidental acquires 100 percent of the outstanding shares of 420. Under terms of the Agreement, the principal shareholders of Occidental transfer a portion of their current shareholdings to the seller in exchange for Occidental receiving 100 percent of the outstanding shares of 420. The share transfer is currently underway and Occidental, through 420, is actively engaged in the legal marijuana business.

The Company maintains its corporate office in Beverly Hills California. The Company’s year-end is May 31.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended May 31, 2014. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered material recurring losses from operations since inception. At November 30, 2014, the Company had a working capital deficit of $1,317,737, an accumulated deficit of $16,476,099 and historically has reported negative cash flows from consolidated operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Continuation of the Company is dependent on achieving sufficiently profitable operations and obtaining additional financing. Management has and is continuing to raise additional capital from various sources. There can be no assurances that the Company will be continue to be successful in raising additional capital. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Occidental Development Group, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Earnings per Share

The Company has adopted ASC 260 “Earnings per Share”. Basic loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.

Fair Value of Financial Instruments

On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at November 30, 2014

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Totals

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at May 31, 2014:

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Totals

The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

Beneficial Conversion Feature of Debentures and Convertible Notes Payable

In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to such types of convertible debt. Such rights give the debt holder the ability to convert their debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight line method.

Recent Accounting Pronouncements

The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.

In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements.

On June 10, 2014, the FASB issued Accounting Standards Update [ASU] 2014-10, entitled Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The guidance in ASU 2014-10 removes all incremental financial reporting requirements from GAAP for development-stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities.

The accounting standards update also removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. ASU 2014-10 is effective for the first annual period beginning after December 15, 2014 the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has elected early adoption.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statements and disclosures.

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, or cash flows.

NOTE 3 - COMMON STOCK

During the year ended May 31, 2014 the Company issued 1,264,762 shares of its unregistered common stock for conversion of $14,900 of third party debt principal at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion.

During the year ended May 31, 2014 the Company recognized conversion notices for the conversion of $370,600 of third party note and debenture principal and accrued interest into 23,909,678 shares of its unregistered common stock. As of February 28, 2014 the Company issued 20,296,775 shares and recorded the balance of 3,612,903 shares as stock payable. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion.

During the year ended May 31, 2014 the Company issued 33,333,334 shares of its unregistered common stock for conversions of $400,000 of related party debt principal. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion.

During the year ended May 31, 2014 the Company issued 16,666,667 shares of its unregistered common stock in fulfillment of a $200,000 related party stock based compensation agreement at a share price equal to $0.01, fair market value as of August 15, 2013, the effective date of the compensation agreement.

All stock issued, and notices of conversion were in accordance with the terms of the underlying agreements.

During the six month period ended November 30, 2014 the Company did not record any equity based transactions.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

NOTE 4 – RELATED PARTIES

The Company had a short-term loan outstanding to corporate officers at May 31, 2014 in the amount of $17,652. It is unsecured, due on demand and bears interest at a rate of 6%. Accrued interest to May 31, 2014 was $3,794.

During the six month period ended November 30, 2014 the Company's CEO loaned the Company $12,475 and the Company accrued $687 of related party interest. During the six months ended November 30, 2014 the balance sheet liability associated with related party loans and accrued liabilities increased by $13,162. The remaining loans totaling $30,127 are uncollateralized and due on demand. Total outstanding related party debt [principal plus accrued interest] for the period ended November 30, 2014 and May 31, 2014 was respectively $34,608 and $21,446.

The following table summarizes the amounts due to related parties at November 30, 2014:


Related Parties		Principal Outstanding on November 30, 2014		Interest Accrued to November 30, 2014
Short term notes	$	30,127	$	4,481
Total	$	30,127	$	4,481

The following table summarizes the amounts due to related parties at May 31, 2014:


Related Parties		Principal Outstanding on May 31, 2014		Interest Accrued to May 31, 2014
Short term notes	$	17,652	$	3,794
Total	$	17,652	$	3,794

NOTE 5 – THIRD PARTY NOTES AND DEBENTURES PAYABLE

Total third party debt principal outstanding on May 31, 2014 was $565,227, consisting of note principal $23,006 and debenture principal $542,221. For the period ended May 31, 2014 all third party debt was short term. On May 31, 2014 accrued interest associated with third party debt totaled $259,891.

During the six months ended November 30, 2014 the Company accrued $18,418 of third party interest. Third party principal outstanding on November 30, 2014 was $565,227, consisting of note principal $23,006 and debenture principal $542,221. Total third party principal and accrued interest outstanding on November 30, 2014 was $843,536.

The following tables summarize the outstanding principal and discounts associated with debentures and notes outstanding at May 31, 2014 and November 30, 2014.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)


May 31, 2014
Debentures			Notes			Total
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
$542,221	$Nil	$542,221	$23,006	N/A	$23,006	$565,227


November 30, 2014
Debentures			Notes			Total
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
$542,221	$Nil	$542,221	$23,006	N/A	$23,006	$565,227

The principal and accrued interest on notes and debentures as of May 31, 2014 and November 30, 2014 are summarized in the following tables:


Notes and Debentures		Principal Amount at May 31, 2014	Weighted Average Interest Rate		Accrued Interest May 31, 2014
Third Party Notes	$	23,006	Nil	$	Nil
Third Party Debentures		542,221	6.5%		259,891
Total	$	565,227	5.8%	$	259,891


Notes and Debentures		Principal Amount at Nov 30, 2014	Weighted Average Interest Rate		Accrued Interest Nov 30, 2014
Third Party Notes	$	23,006	-	$	-
Third Party Debentures		542,221	6.5%		278,309
Total	$	565,227	5.8%	$	278,309

Principal payments on loans and debentures payable in the years ending May 31, 2014 through 2018 are as follows:


Fiscal Year	Principal
2014	$565,227
2015	-
2016	-
2017	-
2018	-
Total	$565,227

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

NOTE 6 - CHANGES IN PRESENTATION OF COMPARATIVE STATEMENTS

The presentation of certain amounts for previous periods has been reclassified to conform to the presentation adopted for the current period.

NOTE 7 – SUBSEQUENT EVENTS

On October 1, 2014 the Company's Board of Directors approved a Letter of Intent with Eagle Financial Diamond Group, Inc. On April 27, 2015 the Company's Board of Directors approved a Letter of Intent with 420 International Corp.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONTINUING AND FUTURE PLAN OF OPERATION

Cautionary Statement Regarding Forward-Looking Statements. This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our 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 these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. 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.

OVERVIEW

2011. The Company set November 25, 2011 as the record date for notification to shareholders. The Company filed the amended Articles of Incorporation with the Nevada Secretary of State on December 12, 2011, with an effective posting date of December 22, 2012. The reverse split was approved for trading purposes by the Financial Industry Regulatory Authority [FINRA] on January 18, 2012.

During the quarter ended November 30, 2013 the Company continued to plan for the complete phase out of its activities in the home automation sector and negotiations were initiated for the acquisition of Ball Park Investments LLC ("BallPark"), a Florida real estate development company. The Company's board of directors considered the acquisition of Ballpark a key step in establishing strategic relationships with debt and equity providers.

acquisition of Integrity and initiated a due diligence process to, among other things, verify and quantify the assets, liabilities and obligations of Integrity. On January 16, 2014 the Company's Board of Directors approved a consent motion for shareholder approval to increase the Company's authorized common share capital from 80,000,000 shares to 800,000,000 and on the same day received approval from a majority of shareholders.

The Company maintains its corporate office in Beverly Hills California. The Company’s year-end is May 31.

Transactions with related parties

Our By-Laws include a provision regarding related party transactions which requires that each participant to such transaction identify all direct and indirect interests to be derived as a result of the Company's entering into the related transaction. A majority of the disinterested members of the board of directors must approve any related party transaction.

Except for the transactions described below, none of our directors, senior officers or principal shareholders, nor any associate or affiliate of the foregoing have any interest, direct or indirect, in any transaction, since the beginning of the fiscal year ended May 31, 2014, or in any proposed transactions, in which such person had or is to have a direct or indirect material interest.

During the year ended May 31, 2014 the Company's CEO loaned the Company $91,496, the Company repaid the Company's CEO $7,102 in cash. During the year ended May 31, 2014 the Company consolidated $50,000 of short term loans bearing interest at 6% with $150,000 of accrued liabilities due the Company's CEO into a $200,000 convertible debenture bearing interest at 6% per annum. During the year ended May 31, 2014 the convertible debenture due the Company's CEO was converted to 16,666,667 shares of common stock of the Company at $0.012 per share. The conversion were made in accordance with the underlying debt agreement. During the year ended May 31, 2014 two convertible notes totaling $200,000 payable to Ian Gilbey one of the Company's directors were converted to 16,666,667 shares of common stock of the Company at $0.012 per share. The conversion were made in accordance with the underlying debt agreement. During the year ended May 31, 2014 the Company entered into a performance based compensation agreement with Steven Levenson under

which the Company issued 16,666,667 shares of common stock valued at $0.012 per share, fair market value on the date of issuance, the shares to be held in escrow pending satisfaction of the terms of the Agreement.

During the period ended November 30, 2014 the Company's CEO loaned the Company $12,475. Total outstanding related party debt [principal plus accrued interest] for the period ended November 30, 2014 and May 31, 2014 was respectively $34,608 and $21,446.

RESULTS OF OPERATIONS – for the six months and three months ended November 30, 2014

For the three months and six months ended November 30, 2013 and 2014, revenues and gross profit from operations were $Nil.

Operating expenses for the six months ending November 30, 2014 were $150 versus $278,649 for the same period in the prior year and $Nil versus $27 for the three month periods ended November 30, 2014 and 2013. The year to date operating expense decrease resulted from the reduction in administrative expenses due principally to a one time related party professional time contract for $75,000, and a onetime related party stock compensation expense of $200,000.

The Company recorded a loss on operations of ($150) for the six month period ended November 30, 2014 compared to a loss of ($278,649) for the six months ending November 30, 2013 and a loss of $Nil versus ($27) for the three month periods ended November 30, 2014 and 2013.

Total other expenses for the six month period ending November 30, 2014 were ($19,105) compared to ($75,613) for the six months ending November 30, 2013 and ($9,596) versus ($23,635) for the three month periods ended November 30, 2014 and 2013. The decreases resulted from elimination of a beneficial conversion accretion expense associated with the Company’s third party financings and an decrease in interest expense due principally to the accelerated interest payment associated with retirement of third party debentures.

The net loss from continuing operations for the six month period ending November 30, 2014 was ($19,255) compared to a net loss of ($354,262) for the six months ending November 30, 2013 and ($9,596) versus ($23,662) for the three month period ended November 30, 2014 and 2013.

During the year ended May 31, 2014 the Company disposed of its Canadian operations accordingly for the six month period ended November 30, 2014 the Company did not record any activity associated with its discontinued Canadian operations. For the six month and three month periods ending November 30, 2013 the Company recorded a $28,441 gain and a ($1,120) loss respectively from discontinued operations.

The consolidated net loss for the six months ended November 30, 2014 was ($19,255) compared to ($325,821) for the corresponding period in the prior year. The Company did not record any comprehensive gain or loss for six month period ended November 30, 2014 and the resulting comprehensive loss for the six month period ending November 30, 2014 was ($19,255) compared to a gain of 2,006 as a result of foreign currency translation and a comprehensive loss of ($323,815) for the corresponding period in the prior year. The Consolidated net loss for the three months ended November 30, 2014 was ($9,596) compared to ($24,782) for the corresponding six month period in the prior year. The Company did not record any comprehensive gain or loss for the three month period ended November 30, 2014 and the resulting comprehensive loss the three month period ending November 30, 2014 was ($9,596) compared to a gain of 6,043 as a result of foreign currency translation and a comprehensive loss of ($18,739) for the corresponding three month period in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of November 30, 2014, our principal sources of liquidity included cash and shareholder and related party loans. At November 30, 2014, cash and cash equivalents totaled $1,719 compared to $1,719 at May 31, 2014.

Our business continues in transition and our liquidity must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our stage of re-development. The Company’s transition to the US legal marijuana sector is occurring at a time when the U.S. economy is undergoing a slow protracted recovery. The growth of the U.S. economy, the legalization of the marijuana sector broadly across the US and the availability of debt and equity financing are and will continue to impact the Company’s ability to generate revenue and liquidity for the foreseeable future.

Risk factors relevant to these events and management decisions include, but are not limited to: the success of the Company’s diversification strategy and initiative, the acceptance of the Company’s services, intense competition, and the consumer economy in general, and cannot be credibly quantified by the Company at this time.

Internal and External Sources of Capital

For the six month period ending November 30, 2014 the Company realized a loss from operations of ($19,255) and a net loss of ($19,255). As of November 30, 2014 the Company had a working capital deficit of $1,317,737 and limited assets to sell in order to create short or long term liquidity. Therefore, we are dependent on external sources for funding until such time as the Company develops positive net cash flow to maintain liquidity. Until such time as we have positive cash flow on a sustained basis, the dependence on external capital will remain. There are no guarantees that we will be able to raise external capital in sufficient amounts or on terms acceptable to us.

Financing Activities

Since inception, we financed operations through proceeds from the issuance of equity and debt securities and loans from shareholders and others. To date, we raised approximately $15.8 million from the sale of common stock and as at November 30, 2014 we have borrowings of approximately $0.565 million from investors and shareholders. Funds from these sources were used as working capital to fund the development of the Company.

In the six month period ended November 30, 2014 the balance sheet value of the Company’s related party loan increased by $12,475. This loan is interest bearing and due on demand.

FUTURE PLAN OF OPERATIONS

Over several quarters the Company actively evaluated and pursued opportunities to expand and shift its business activities. Early in the planning process it became clear that significant restructuring would be required in order for the Company to attract the working capital and investment financing required to support growth.

Through FY 2013 the Company scaled back its project and marketing efforts within the Company’s traditional BC based home automation sector and in FY 2014 disposed of its Canadian assets and liabilities in favor of pursuing opportunities in the US market.

The Company’s board of directors believe that the acquisition of 420 International Corp. will overcome limitations the Company has historically faced raising both funds to support growth and the investment required to achieve market potential. Going forward over the coming 24 months, Occidental plans to focus on the opportunities available in legal marijuana sector, utilize and build on existing relationships and work to substantially increase the Company's revenue.

Cash flow from ongoing activities and the availability of investment from related and third parties are estimated

to be sufficient to sustain the Company’s planned activities through to the end of the 2015 fiscal year.

OFF BALANCE-SHEET ARRANGEMENTS

During year ended May 31, 2014, and the six months ended November 30, 2014 the Company did not engage in any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company's outstanding loans and debentures are either at zero interest or at fixed interest over the term of the loan or debenture. Accordingly, the Company has no exposure to market risk for changes in interest rates.

Foreign Currency Exchange Risks

The Company has ceased operations in Canada and has no assets or liabilities in Canadian dollars and limited transactions using the Canadian Dollar as a functional currency. Each financial period, all assets, and liabilities recorded in Canadian dollars are translated into U.S. Dollars, our reporting currency, using the closing rate method.

There are principally two types of foreign exchange risk: transaction risks and translation risks. Transaction risks may impact the results of operations and translation risks may impact comprehensive income. These are discussed more fully below.

Transaction risks

Transactions in currencies other than the US dollar (the Company's functional currency) are translated at either an average exchange rate used for the reporting period in which the transaction took place (to approximate to the exchange rate at the date of transactions for that period) or in some cases the rate in effect at the date of the transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is settled or translated, are recognized in the consolidated statements of operations as foreign exchange transaction gains and losses. This exposes us to foreign currency exchange rate risk in the Statement of Operations. The change in exposure from period to period is related to the change in the balance of the bank accounts based on timing of event receipts and payments. For the three month period ended November 30, 2014, the Company did not purchase goods valued in US dollars for sale in Canadian dollars or goods valued in Canadian dollars for sale in US dollars and was not subject to transaction risk.

Translation risks

The financial statements recorded in foreign currency are translated into U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated at period-end exchange rates while revenue, expenses and cash flows are translated at reporting period weighted average exchange rates. Adjustments resulting from these translations are accumulated and reported as the principal component of other comprehensive loss in stockholders’ equity.

For the six month period ended November 30, 2014 all of the Company's transactions were in $US hence there was no translation risk. Fluctuation in exchange rates resulted in a year-to-date foreign currency translation gain of $2,006 for the comparable period in the prior year.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive, Principal Financial and Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of November 30, 2014. Based on that evaluation the Chief Executive, Principal Financial and Accounting Officer has concluded that, as of the end of the period covered by this report, there was a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the issuer’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates to the lack of monitoring or review of work performed by our management and lack of segregation of duties. As of November 30, 2014, in the preparation of audited financial statements, footnotes and financial data, all of our financial reporting was carried out solely by our chief financial and accounting officer and we did not have an audit committee to monitor and review the work performed. The lack of segregation of duties resulted from lack of accounting staff with accounting technical expertise necessary for an effective system of internal control. Based on this evaluation the Chief Executive and Principal Financial Officer has concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Further, 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. Due to 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, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any litigation, nor do we know of any threatened litigation against us that would have a material effect on our financial condition.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS


NO.	DESCRIPTION
10.25	Letter of Intent Eagle Financial Diamond Group

31	Certification of Michael Holloran Pursuant to Section 302 of the -Sarbanes-Oxley Act of 2002, filed herewith

32	Certification of Michael F. Holloran Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed 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

SIGNATURES

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

OCCIDENTAL DEVELOPMENT GROUP, INC.

By: /s/ Michael F. Holloran

-------------------------------------

Michael F. Holloran

President, Chief Executive Officer, and

Principal Financial and Accounting Officer

Dated: October 6, 2015

Exhibit 10.25

[ex1025002.gif]

Letter of Intent

Between

Occidental Development Group, Inc.

and

Eagle Financial Diamond Group, Inc.

THIS LETTER OF INTENT is made this 1st day of October 2014, by and among Occidental Development Group, Inc. with offices at 256 S. Robertson Blvd Beverly Hills CA 90211 a public corporation organized under the laws of the State of Nevada (hereinafter collectively known as the "Buyer") and Eagle Financial Diamond Group, Inc. with offices at 125 Worth Ave, Suite 203, Palm Beach FL 33480, a privately held company organized under the laws of the state of Florida (hereinafter collectively known as the "Seller"). Buyer and Seller shall collectively be known herein as "the Parties" and Occidental Development Group, Inc. shall collectively be known as "the Company".

BACKGROUND

This document constitutes an agreement in principle by the Parties to the transaction outlined below. Part I of the document shall be known as the "Letter of Intent", Part II of the document shall be known as the "Related Contract". Parts I and II hereof together are intended to be legally binding between the Parties.

PART I - LETTER OF INTENT

The Parties hereby confirm their agreement to an asset sale (hereinafter known as the "Asset Sale") whose terms, when consummated, would be as follows:

Description of Assets and Liabilities: Acquired Assets and Liabilities. As used in this Agreement, the term "Acquired Assets and Liabilities" shall mean the assets and liabilities of the Seller listed immediately below that are being purchased by Buyer under this Agreement: Eagle Financial Diamond Group, Inc. assets, liabilities and ongoing contracts and obligations.

Consideration Purchase Price: The total purchase price to be paid by Buyer to Seller for the Acquired Assets and Liabilities is to be 38,257,033 restricted common shares of the Buyer (equal to 70% of the equity ownership issued to the Buyer's principals), to be issued within 60 days of closing.

Timeframe The parties agree to use best efforts to complete and close the transaction on or before November 30, 2014.

PART II - RELATED CONTRACT

IN CONSIDERATION of the mutual promises and other valuable consideration exchanged by the Parties as set forth herein, the Parties, intending to be legally bound, hereby agree an contract as follows:

Collateral Undertakings. The Parties agree to use best efforts to achieve the following within the timeframes indicated:

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The Parties agree to execute documents as necessary to achieve the acquisition of the Seller's assets and liabilities by the Buyer.

The Parties agree to focus on the cut and un-cut diamond and related products sector as the Company's principal area of business and to continue to operate as Eagle Financial Diamond Group until such time as the Company's board of directors elect to change the Company's operating name.

Jose Aman agrees to stand as director and CEO of the Company and the Board of Directors of the Occidental Development Group, Inc. agree to appoint Jose Aman as director and CEO and Michael Holloran as Chairman of the Board of Directors of Occidental Development Group, Inc., Ian Gilbey will remain Director, such appointments to become effective as soon as possible and not later than 30 days following closing.

At the earliest feasible date post execution of this Letter of Intent, the Board of Occidental Development Group, Inc. will authorize and direct the preparation of a business plan outlining ways and means to achieve an annual revenue target of at least $80MM within the first anniversary of the closing date.

At the earliest feasible date post execution of this Letter of Intent the Parties agree to undertakes the preparation of a Registration Statement, to be filed with the SEC, for an equity and/or debt instrument to support the Company's business plan (the expected capital raise to be approximately $60MM), and to expedite the filing of the Registration Statement with the SEC.

The Parties agree to undertake all necessary regulatory, legal and accounting filings required to support the preparation and filing of the acquisition, share issuances, Board appointments and Registration Statement.

The Parties agree to execute a Memorandum of Agreement defining mutually acceptable terms for revenue splitting, disposition of existing debt within the Parties, issuance of Options, any and all other related financial and pertinent issues, and Board composition. The memorandum to be subsequently drafted and agreed upon as part of this Letter of Intent, shall be referenced to and incorporated herein and made part of same.

Required Confidentiality. WHEREAS, Buyer has requested information from Seller and Seller will acquire insider knowledge of the Buyers business plans and financial condition in connection with the Prospective Asset Sale between the Parties. WHEREAS, in the course of consideration of the Prospective Asset Sale, the Parties may disclose confidential, important, and/or proprietary trade secret information concerning the Parties and their activities. THEREFORE, the parties agree to enter into a mutual confidential relationship with respect to the disclosure of certain information.

Definitions. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or prospective business of the Parties. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the Parties whether or not such information is identified as Confidential Information. By example and without limitation, Confidential

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Information includes, but is not limited to, the Parties' Business Plans and Plans of Operations both individual and proforma.

Exclusions. Confidential Information does not include information that either of the Parties can demonstrate: (a) was in their possession prior to its being furnished under the terms of this Agreement, provided the source of that information was not known by the Parties to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality; (b) is now, or hereafter becomes, through no act or failure to act on the part of the Parties, generally known to the public; (c) is rightfully obtained by the Parties from a third party, without breach of any obligation to the Parties; or (d) is independently developed by the Parties without use of or reference to the Confidential Information.

Confidentiality. The Parties shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence.

Permitted Disclosures. The Parties may disclose Confidential Information to the Parties' responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.

Required Disclosures. The Parties may disclose Confidential Information if and to the extent that such disclosure is required by court order, provided that the Parties provide a reasonable opportunity to review the disclosure before it is made and to interpose their own objection to the disclosure.

Use. The Parties shall use the Confidential Information solely for the purpose of evaluating the Prospective Asset Sale between the Parties and shall not in any way use the Confidential Information to the detriment of the Parties.

Representations and Warrants.

Each Party represents and warrants that it has the right and freedom to enter into this Agreement and, if and to the extent necessary, has taken all necessary steps to authorize its representative whose signature appears below to execute this Agreement on its behalf, such that this Agreement will constitute the valid and legally binding obligation of both Parties, enforceable in accordance with its terms.

Each Party represents and warrants that it has the right and freedom to disclose and receive any Confidential Information to be disclosed or received pursuant to this Agreement and that no document, physical specimen, apparatus, or information produced pursuant to this Agreement constitutes or contains the Confidential Information or intellectual property of a person that is not a party to this Agreement, except to the extent the producing Party is authorized to disclose such Confidential Information or intellectual property.

Each Party receiving Confidential Information pursuant to this Agreement represents and warrants that, to the best of its knowledge and belief based on a

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reasonable investigation, it does not make or sell, and does not presently have any plans to make or sell, any product which may reasonably be viewed as directly or indirectly competitive with any product of the producing Party to which such Confidential Information relates.

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the

foregoing, the parties affix their signatures hereto.

Occidental Development Group, Inc.

Eagle Financial Diamond Group, Inc.

Signing Officer: /Michael Holloran/

Signing Officer: /Jose Aman/

October 1, 2014

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EXHIBIT 31

CERTIFICATION

I, Michael F. Holloran, certify that:

I have reviewed this quarterly report on Form 10-Q of Occidental Development Group, Inc., (the “registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

DATED: October 6, 2015

/s/ Michael F. Holloran

-----------------------------------------

Michael F. Holloran,

Chief Executive Officer and

Principal Financial and Accounting Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Occidental Development Group, Inc. (the "Company") on Form 10-Q for the period ended November 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael F. Holloran, Chief Executive Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

DATED:

October 6, 2015

/s/ Michael F. Holloran

-----------------------------

Michael F. Holloran;

Chief Executive Officer and

Principal Financial and Accounting Officer

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