10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

[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

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-184830

Oconn Industries Corp
(Exact name of registrant as specified in its charter)
Nevada	27-3816969
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Daws House, 33-35 Daws Lane, London, England NW7 4SD
(Address of principal executive offices)
0-808-189-1222
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ] 

Indicate by 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 [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

As of June 5, 2013, there were 11,700,000 shares of the issuer’s common stock, par value $0.001, outstanding.

OCONN INDUSTRIES CORP

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2013

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	14
Item 1A.	Risk Factors.	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures.	15
Item 5.	Other Information.	15
Item 6.	Exhibits.	15
	SIGNATURES	16

2

PART I – FINANCIAL INFORMATION

Item 1.      Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Prospectus under Rule 424(B)(2) filed with the SEC on March 13, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2013.

OCONN INDUSTRIES CORP.

(A Development Stage Company)

INDEX TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

From Inception on October 26, 2010 through April 30, 2013

	Page
Condensed Balance Sheets	2
Condensed Statements of Operations	3
Condensed Statements of Cash Flows	4
Notes to Unaudited Condensed Interim Financial Statements	5

3

OCONN INDUSTRIES CORP.

(A Development Stage Company)

Condensed Balance Sheets

		April 30, 2013		July 31, 2012
ASSETS		(Unaudited)
Current Assets
Cash and cash equivalents	$	12,518	$	38,127
Total Current Assets		12,518		38,127
TOTAL ASSETS	$	12,518	$	38,127
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
Accounts payable		5,269		-
Due to related party		990		990
Total Current Liabilities		6,259		990
TOTAL LIABILITIES		6,259		990
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.001, 75,000,000 shares authorized, 11,700,000 shares issued and outstanding		11,700		11,700
Additional paid-in capital		27,300		27,300
Deficit accumulated during the development stage		(32,741)		(1,863)
Total Stockholders’ Equity		6,259		37,137
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,518	$	38,127

The accompanying condensed notes are an integral part of these condensed financial statements.

4

OCONN INDUSTRIES CORP.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

		Three Months Ended April 30,				Nine Months Ended April 30,				Cumulative From Inception on October 26, 2010 to April 30,
		2013		2012		2013		2012		2013
REVENUES:	$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
General and administrative		193		845		809		845		2,672
Professional fees		14,019		-		30,069		-		30,069
Total Operating Expenses		14,212		845		30,878		845		32,741
OTHER INCOME AND EXPENSE		-		-		-		-		-
NET LOSS	$	(14,212)	$	(845)	$	(30,878)	$	(845)	$	(32,741)
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Basic and Diluted Weighted Average Common Shares Outstanding		11,700,000		3,611,111		11,700,000		1,186,131

The accompanying condensed notes are an integral part of these condensed financial statements.

5

OCONN INDUSTRIES CORP.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended April 30,				Cumulative From Inception on October 26, 2010 to April 30,
		2013		2012	2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(30,878)	$	(845)	$	(32,741)
Changes in operating assets and liabilities:
Accounts payable		5,269		-		5,269
Net cash used in operating activities		(25,609)		(845)		(27,472)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		-		-		990
Issuance of common stock for cash		-		13,000		39,000
Net cash provided by financing activities		-		13,000		39,990
Net increase (decrease) in cash and cash equivalents		(25,609)		12,155		12,518
Cash and cash equivalents - beginning of period		38,127		-		-
Cash and cash equivalents - end of period	$	12,518	$	12,155	$	12,518
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

The accompanying condensed notes are an integral part of these condensed financial statements.

6

OCONN INDUSTRIES CORP.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

April 30, 2013

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2013, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's July 31, 2012 audited financial statements.  The results of operations for the period ended April 30, 2013 are not necessarily indicative of the operating results for the full years.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $12,518 and $38,127 in cash and cash equivalents at April 30, 2013 and July 31, 2012, respectively.

7

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable approximate fair value because of their immediate or short term maturity.

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Net Loss Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the periods specified:

		Three Months Ended April 30,		Nine Months Ended April 30,
		2013	2012	2013	2012
Net loss	$	(14,212)	(845)	(30,878)	(845)
Weighted average common shares
outstanding (Basic)		11,700,000	3,611,111	11,700,000	1,186,131
Weighted average common shares
outstanding (Diluted)		11,700,000	3,611,111	11,700,000	1,186,131
Net loss per share (Basic and Diluted)	$	(0.00)	(0.00)	(0.00)	(0.00)

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no potentially dilutive shares, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

8

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue will consist of monthly and annual membership fees and the sale banner advertising on our website and will be recognized only when all of the following criteria have been met:

i)Persuasive evidence for an agreement exists;

ii)Service has been provided;

iii)The fee is fixed or determinable; and

iv)Revenue is reasonably assured.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 75,000,000 common shares, with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Since inception (October 26, 2010) to April 30, 2013, the Company has issued 6,500,000 common shares at $0.002 per share for $13,000 in cash, being $6,500 for par value shares and $6,500 for capital in excess of par value and 5,200,000 common shares at $0.005 per share for $26,000 in cash, being $5,200 for par value shares and $20,800 for capital in excess of par value.  There were 11,700,000 common shares issued and outstanding at April 30, 2013 and July 31, 2012.  Of these shares, 6,500,000 were issued to officers and a director of the Company.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 – DUE TO RELATED PARTY

As at April 30, 2013 and July 31, 2012, the Company was obligated to an officer, who is also a stockholder, for expenses paid for on behalf of and amounts advanced to the Company in exchange for a non-interest bearing demand loan with a balance of $990. 

9

NOTE 5 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS                

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at April 30, 2013, the Company has a loss from operations of $30,878, an accumulated deficit of $32,741 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2013.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

10

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.   Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Prospectus, Form 424(B)(2), as filed on March 13, 2013.  You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Oconn Industries,” “we,” “us,” or “our” are to Oconn Industries Corp

Results of Operations

We have generated no revenues since inception and have incurred $32,741 in expenses through April 30, 2013.

The following table provides selected financial data about our company for the period ended April 30, 2013 and the year ended July 31, 2012. 

Balance Sheet Date	04/30/13		7/31/12
Cash	$	12,518	$	38,127
Total Assets	$	12,518	$	38,127
Total Liabilities	$	6,259	$	990
Stockholders’ Equity	$	6,259	$	37,137

Plan of Operation

Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2012.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses.  This is because we have not generated any revenues and no sales are yet possible.  There is no assurance we will ever reach this point.  Accordingly, we must raise sufficient capital from sources.  Our only other source for cash at this time is investments by others.  We must raise cash to stay in business.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

We expect to complete an additional private offering of our Common Stock within 180 days after the effectiveness of our registration statement which was declared effective by the Securities and Exchange Commission on March 11, 2013. We intend to concentrate all our efforts on raising capital during this period. We do not plan to begin business operations until we complete our additional private offering. We may not be able to sell additional shares and thus we may not raise any funds through future offerings.  We will require additional financing of $215,000 in order to proceed with our full business plan for a full year.  The breakdown of $140,000 is discussed below in the plan of operation and the remaining $75,000 is associated with General and Administrative expenses. We will realize no proceeds from this registration statement and may have difficulties in raising additional funds due to the creation of a secondary market of shares for sale. We may not be able to sell our shares and raise any funds in our secondary offering at which point we would be unable to execute our business plan.

11

We plan to sell additional common shares in order to raise the funds necessary to pursue our plan of operations. Issuances of additional shares will result in dilution to our existing shareholders. We also may receive loans from our officers and directors.  We currently do not have any arrangements in place for obtaining director loans and there is no assurance that we will be successful in completing any equity financing.

During the first year of operations, the 12 month period from the date of this report, Oconn Industries will concentrate on finding the required investment capital, and apply to get its common stock listed on an Over-the-Counter Bulletin Board (OTCBB).

The below estimated budget amounts represent funds that we will require from our secondary offering and do not represent the amounts that we have currently allocated from our existing capital resources.

Subsequent Private Placement Offering

Budget: $20,000

Develop Website (45 days after the effectiveness of our registration statement which was March 11, 2013)

We have begun work initial work on our website but additional funds are required to complete the client management system and proximity-based services including mobile applications.

Budget: $40,000

Begin Marketing (Immediately after subsequent financing)

Oconn Industries Corp will use all the standard web-based marketing methods used including Search Engine Optimization, a user-friendly website and multiple domain names. In addition we intend to actually host events that will help to promote our services and provide a voluble service in itself.

Budget: $80,000

General and Administrative

Budget: $75,000

Summary

In summary, we should be in full operation and taking on 225 days after the effectiveness of our registration statement (March 11, 2013) only if we are able to seek additional financing.  Should we be unable to obtain additional financing we would not be able to fully operate. Our main focus once in full operation will be to expand our business through marketing efforts and constantly improving our website with the aim to be the most user friendly and effective site of its kind.

12

During the first year of operations, our officers and directors will also provide their labor at no charge.  We do not anticipate hiring any staff during the first 12 months of operation, and will rely on the services of an outside contractor for the

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a start-up company and have not generated any revenues. We cannot guarantee success of our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Oconn Industries.  During the first year of operations, our officers and directors will also provide their labor at no charge. 

If we are unable to meet our needs for cash from either the money that we raise from our subsequent financing, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

We have no plans to undertake any product research and development during the next twelve months.  There are also no plans or expectations to acquire or sell any plant or plant equipment in the first year of operations.

Liquidity and Capital Resources

To meet our need for cash we are attempting to raise money from a subsequent Offering.  We cannot guarantee that we will be able to sell all the shares. 

Our officers have verbally agreed to advance an unspecified amount of funds as needed for the twelve month period from the date of this report to assist in start-up operations, in the event that the Company raises only a portion or none of the secondary Offering amount.  While they have agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law. 

We received our initial funding of $39,000 through the sale of common stock to Eithne O’Connor, who purchased 4,000,000 shares of common stock at $0.002 on March 6, 2012 and Grainne O’Connor who purchased 2,500,000 shares at $0.002 on March 8, 2012 for total proceeds of $13,000.  We sold 5,200,000 shares to 26 unaffiliated investors at $0.005 on July 4, 2012 for total proceeds of $26,000.  Our financial statements from inception (October 26, 2010) through the period ended April 30, 2013, reported no revenues and a net loss of $32,741. 

13

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2013, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

14

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

The following exhibits are included as part of this report:

Exhibit No.      Description

31.1                 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

32.1                 Rule 1350 Certification of Principal Executive and Financial Officer

101.INS*         XBRL Instance

101.SCH*        XBRL Taxonomy Extension Schema

101.CAL*        XBRL Taxonomy Extension Calculations

101.DEF*        XBRL Taxonomy Extension Definitions

101.LAB*        XBRL Taxonomy Extension Labels

101.PRE*        XBRL Taxonomy Extension Presentation

*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

15

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.

	OCONN INDUSTRIES CORP
	(Registrant)
Dated: June 12, 2013	/s/ Eithne O’Connor
	Eithne O’Connor
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	(Principal Executive, Financial, and Accounting Officer)

16

EX-31.1

EXHIBIT 31

CERTIFICATIONS OF CHIEF EXECUTIVE AND FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eithne O’Connor, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Oconn Industries Corp;

2.           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;

3.           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;

4.           I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           I have disclosed, based on my 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 weakness 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.

Date:  June 12, 2013

“Eithne O’Connor”           

Eithne O’Connor

CEO, CFO

EX-32.1

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE

AND FINANCIAL OFFICER

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 Oconn Industries Corp (the “Company”) on Form 10-Q for the period ended April 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eithne O’Connor, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sect. 1350, as adopted pursuant to Sect. 906 of the Sarbanes-Oxley Act of 2002, that:

(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 results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12^th day of June, 2013.

/s/ Eithne O’Connor                          

Eithne O’Connor, CEO, CFO

XML

GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Textuals) (USD $)	3 Months Ended		9 Months Ended		30 Months Ended
	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013	Jul. 31, 2012
Going Concern and Liquidity Considerations [Abstract]
Loss from operations	$ (14,212)	$ (845)	$ (30,878)	$ (845)	$ (32,741)
Deficit accumulated during the development stage	$ (32,741)		$ (32,741)		$ (32,741)	$ (1,863)

XML

Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		30 Months Ended
	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013
Income Statement [Abstract]
REVENUES:	$ 0	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES:
General and administrative	193	845	809	845	2,672
Professional fees	14,019	0	30,069	0	30,069
Total Operating Expenses	14,212	845	30,878	845	32,741
OTHER INCOME AND EXPENSE	0	0	0	0	0
NET LOSS	$ (14,212)	$ (845)	$ (30,878)	$ (845)	$ (32,741)
Basic and Diluted Loss per Common Share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and Diluted Weighted Average Common Shares Outstanding	11,700,000	3,611,111	11,700,000	1,186,131

XML

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

9 Months Ended

Apr. 30, 2013

Going Concern and Liquidity Considerations [Abstract]

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

NOTE 5 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS                

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at April 30, 2013, the Company has a loss from operations of $30,878, an accumulated deficit of $32,741 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2013.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

CONDENSED FINANCIAL STATEMENTS

9 Months Ended

Apr. 30, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

CONDENSED FINANCIAL STATEMENTS

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2013, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's July 31, 2012 audited financial statements. The results of operations for the period ended April 30, 2013 are not necessarily indicative of the operating results for the full years.

XML

CAPITAL STOCK

9 Months Ended

Apr. 30, 2013

Stockholders' Equity Note [Abstract]

CAPITAL STOCK

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 75,000,000 common shares, with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Since inception (October 26, 2010) to April 30, 2013, the Company has issued 6,500,000 common shares at $0.002 per share for $13,000 in cash, being $6,500 for par value shares and $6,500 for capital in excess of par value and 5,200,000 common shares at $0.005 per share for $26,000 in cash, being $5,200 for par value shares and $20,800 for capital in excess of par value.  There were 11,700,000 common shares issued and outstanding at April 30, 2013 and July 31, 2012.  Of these shares, 6,500,000 were issued to officers and a director of the Company.

The Company has no stock option plan, warrants or other dilutive securities.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Apr. 30, 2013

Accounting Policies [Abstract]

Development Stage Company

Development Stage Company

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $12,518 and $38,127 in cash and cash equivalents at April 30, 2013 and July 31, 2012, respectively.

Fair value of financial instruments

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable approximate fair value because of their immediate or short term maturity.

Start-Up Costs

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Net Loss Per Share of Common Stock

Net Loss Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the periods specified:

		Three Months Ended April 30,		Nine Months Ended April 30,
		2013	2012	2013	2012
Net loss	$	(14,212)	(845)	(30,878)	(845)
Weighted average common shares
outstanding (Basic)		11,700,000	3,611,111	11,700,000	1,186,131
Weighted average common shares
outstanding (Diluted)		11,700,000	3,611,111	11,700,000	1,186,131
Net loss per share (Basic and Diluted)	$	(0.00)	(0.00)	(0.00)	(0.00)

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no potentially dilutive shares, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue will consist of monthly and annual membership fees and the sale banner advertising on our website and will be recognized only when all of the following criteria have been met:

i)Persuasive evidence for an agreement exists;

ii)Service has been provided;

iii)The fee is fixed or determinable; and

iv)Revenue is reasonably assured.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

XML

DUE TO RELATED PARTY

9 Months Ended

Apr. 30, 2013

Related Party Transactions [Abstract]

DUE TO RELATED PARTY

NOTE 4 – DUE TO RELATED PARTY

As at April 30, 2013 and July 31, 2012, the Company was obligated to an officer, who is also a stockholder, for expenses paid for on behalf of and amounts advanced to the Company in exchange for a non-interest bearing demand loan with a balance of $990. 

XML

Condensed Balance Sheets (Parentheticals) (USD $)	Apr. 30, 2013	Jul. 31, 2012
Statement Of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock, shares, issued (in shares)	11,700,000	11,700,000
Common stock, shares, outstanding (in shares)	11,700,000	11,700,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $)	Apr. 30, 2013	Jul. 31, 2012	Apr. 30, 2012	Jul. 31, 2011	Oct. 25, 2010
Accounting Policies [Abstract]
Cash and cash equivalents	$ 12,518	$ 38,127	$ 12,155	$ 0	$ 0

XML

Condensed Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended		30 Months Ended
	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (30,878)	$ (845)	$ (32,741)
Changes in operating assets and liabilities:
Accounts payable	5,269	0	5,269
Net cash used in operating activities	(25,609)	(845)	(27,472)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities	0	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party	0	0	990
Issuance of common stock for cash	0	13,000	39,000
Net cash provided by financing activities	0	13,000	39,990
Net increase (decrease) in cash and cash equivalents	(25,609)	12,155	12,518
Cash and cash equivalents - beginning of period	38,127	0	0
Cash and cash equivalents - end of period	12,518	12,155	12,518
Supplemental Cash Flow Disclosure:
Cash paid for interest	0	0	0
Cash paid for income taxes	$ 0	$ 0	$ 0

XML

Condensed Balance Sheets (USD $)	Apr. 30, 2013	Jul. 31, 2012
Current Assets
Cash and cash equivalents	$ 12,518	$ 38,127
Total Current Assets	12,518	38,127
TOTAL ASSETS	12,518	38,127
Current Liabilities
Accounts payable	5,269	0
Due to related party	990	990
Total Current Liabilities	6,259	990
TOTAL LIABILITIES	6,259	990
STOCKHOLDERS' EQUITY
Common Stock, par value $0.001, 75,000,000 shares authorized, 11,700,000 shares issued and outstanding	11,700	11,700
Additional paid-in capital	27,300	27,300
Deficit accumulated during the development stage	(32,741)	(1,863)
Total Stockholders' Equity	6,259	37,137
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 12,518	$ 38,127

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of basic and diluted earnings per share (Details) (USD $)	3 Months Ended		9 Months Ended		30 Months Ended
	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013
Accounting Policies [Abstract]
Net loss	$ (14,212)	$ (845)	$ (30,878)	$ (845)	$ (32,741)
Weighted average common shares outstanding (Basic) (in shares)	11,700,000	3,611,111	11,700,000	1,186,131
Weighted average common shares outstanding (Diluted) (in shares)	11,700,000	3,611,111	11,700,000	1,186,131
Net loss per share (Basic and Diluted) (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00

XML

DUE TO RELATED PARTY (Detail Textuals) (USD $)	Apr. 30, 2013	Jul. 31, 2012
Related Party Transactions [Abstract]
Amount obligated for expenses paid and advanced in exchange for a non-interest bearing demand loan	$ 990	$ 990

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Apr. 30, 2013

Accounting Policies [Abstract]

Schedule of basic and diluted earnings per share

		Three Months Ended April 30,		Nine Months Ended April 30,
		2013	2012	2013	2012
Net loss	$	(14,212)	(845)	(30,878)	(845)
Weighted average common shares
outstanding (Basic)		11,700,000	3,611,111	11,700,000	1,186,131
Weighted average common shares
outstanding (Diluted)		11,700,000	3,611,111	11,700,000	1,186,131
Net loss per share (Basic and Diluted)	$	(0.00)	(0.00)	(0.00)	(0.00)

.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $12,518 and $38,127 in cash and cash equivalents at April 30, 2013 and July 31, 2012, respectively.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable approximate fair value because of their immediate or short term maturity.

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Net Loss Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the periods specified:

		Three Months Ended April 30,		Nine Months Ended April 30,
		2013	2012	2013	2012
Net loss	$	(14,212)	(845)	(30,878)	(845)
Weighted average common shares
outstanding (Basic)		11,700,000	3,611,111	11,700,000	1,186,131
Weighted average common shares
outstanding (Diluted)		11,700,000	3,611,111	11,700,000	1,186,131
Net loss per share (Basic and Diluted)	$	(0.00)	(0.00)	(0.00)	(0.00)

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no potentially dilutive shares, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue will consist of monthly and annual membership fees and the sale banner advertising on our website and will be recognized only when all of the following criteria have been met:

i)Persuasive evidence for an agreement exists;

ii)Service has been provided;

iii)The fee is fixed or determinable; and

iv)Revenue is reasonably assured.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

XML

CAPITAL STOCK (Detail Textuals) (USD $)			30 Months Ended
	Apr. 30, 2013	Jul. 31, 2012	Apr. 30, 2013 Common Stock	Apr. 30, 2013 Common Stock Equity Issuance One	Apr. 30, 2013 Common Stock Equity Issuance Two
Schedule Of Capital Stock [Line Items]
Common shares, authorized (in shares)	75,000,000	75,000,000
Common shares, par value (in dollars per share)	$ 0.001	$ 0.001
Number of common shares issued for cash (in shares)				6,500,000	5,200,000
Issue price of stock issued for cash (in dollars per share)				$ 0.002	$ 0.005
Value of common shares issued in cash				$ 13,000	$ 26,000
Amount of shares issued for par value shares	11,700	11,700		6,500	5,200
Amount of shares issued for capital in excess of par value	$ 27,300	$ 27,300		$ 6,500	$ 20,800
Common stock, shares, issued (in shares)	11,700,000	11,700,000
Common stock, shares, outstanding (in shares)	11,700,000	11,700,000
Shares issued to officers and a director			6,500,000

XML

Document and Entity Information	9 Months Ended
	Apr. 30, 2013	Jun. 05, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	OCONN INDUSTRIES CORP
Entity Central Index Key	0001556801
Trading Symbol	ocoo
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,700,000
Document Type	10-Q
Document Period End Date	Apr. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3