XTRA Bitcoin Inc. - Quarter Report: 2009 September (Form 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 September 30,
2009
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
file number 333-149978
DIAMOND
INFORMATION INSTITUTE, INC
(Exact
name of registrant as specified in its charter)
New
Jersey
|
22-2935867
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
12
Daniel Road East
|
||
Fairfield,
New Jersey
|
07004
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(973)
227-3230
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the issuer (1) 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
No
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange
Act.
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 x
The
number of shares of Common Stock, $0.001 par value, outstanding on November 11,
2009, was 11,863,100 shares (of the 11,863,100 shares 50,000 were issued in
error and are in the process of being cancelled).
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
|
||||||||
BALANCE
SHEETS
|
||||||||
September 30,
|
December 31,
|
|||||||
2009
|
2008 | * | ||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current
Assets:
|
||||||||
Accounts
Receivable – Net
|
$ | 332,231 | $ | 713,194 | ||||
Inventory
|
1,468,506 | 1,326,989 | ||||||
Prepaid
Expenses
|
6,752 | 39,138 | ||||||
Total
Current Assets
|
1,807,489 | 2,079,321 | ||||||
Property
and Equipment – Net
|
174,938 | 160,983 | ||||||
Other
Assets:
|
||||||||
Investment
in Unconsolidated Affiliate
|
5,000 | 5,000 | ||||||
Total
Assets
|
$ | 1,987,427 | $ | 2,245,304 | ||||
*Derived
from audited financial statements for the year ended December 31, 2008
(See Form 10-K
Annual
Report filed on March 26, 2009 with the Securities and Exchange
Commission).
|
||||||||
See
Notes to Financial Statements.
|
1
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
|
||||||||
BALANCE
SHEETS
|
||||||||
September 30,
|
December 31,
|
|||||||
2009
|
2008 | * | ||||||
(Unaudited)
|
||||||||
Liabilities
and Stockholders' Equity (Deficit):
|
||||||||
Current
Liabilities:
|
||||||||
Cash
Overdraft
|
$ | 24,671 | $ | 7,345 | ||||
Accounts
Payable and Accrued Expenses
|
469,271 | 446,892 | ||||||
Bank
Lines of Credit – Net
|
925,201 | 910,449 | ||||||
Current
Maturities of Notes Payable
|
87,273 | 82,015 | ||||||
Current
Maturities of Capital Leases
|
21,804 | 23,402 | ||||||
Advances
from Stockholder – Net
|
471,078 | 394,532 | ||||||
Sales
Returns and Allowances Reserve
|
34,808 | 132,353 | ||||||
Total
Current Liabilities
|
2,034,106 | 1,996,988 | ||||||
Long-Term
Liabilities
|
||||||||
Notes
Payable
|
116,987 | 97,270 | ||||||
Capital
Leases
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22,793 | 39,092 | ||||||
Total
Long-Term Liabilities
|
139,780 | 136,362 | ||||||
Commitments
and Contingencies
|
-- | -- | ||||||
Stockholders'
Equity (Deficit)
|
||||||||
Common
Stock - $.001 Par Value, 25,000,000 Shares Authorized, 11,813,100 and
11,643,100 Shares Issued and Outstanding as of September 30, 2009 and
December 31, 2008, respectively
|
11,814 | 11,643 | ||||||
Additional
Paid-In Capital
|
1,660,535 | 1,599,707 | ||||||
Accumulated
Deficit
|
(1,858,808 | ) | (1,499,396 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(186,459 | ) | 111,954 | |||||
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ | 1,987,427 | $ | 2,245,304 | ||||
*Derived
from audited financial statements for the year ended December 31, 2008
(See Form 10-K
Annual
Report filed on March 26, 2009 with the Securities and Exchange
Commission).
|
||||||||
See
Notes to Financial Statements.
|
2
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
|
||||||||
STATEMENTS
OF OPERATIONS (Unaudited)
|
||||||||
Three
months ended
|
Nine
months ended
|
|||||||
September
30,
|
September
30,
|
|||||||
2009
|
2008
|
2009
|
2008
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|||||
Sales
– Net
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$
254,652
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$
33,227
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$
708,959
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$
876,110
|
||||
Cost
of Sales
|
150,231
|
100,503
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511,925
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402,632
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||||
Gross
Profit
|
104,421
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132,724
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197,034
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473,478
|
||||
Selling
Expenses
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40,065
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183,514
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170,337
|
327,279
|
||||
General
and Administrative Expenses
|
82,573
|
296,178
|
317,120
|
1,092,249
|
||||
Total
Operating Expenses
|
122,638
|
479,692
|
487,457
|
1,419,528
|
||||
Loss
from Operations
|
(18,217)
|
(346,968)
|
(290,423)
|
(946,050)
|
||||
Other
Income [Expense]
|
||||||||
Interest
Expense
|
(22,420)
|
(21,187)
|
(68,067)
|
(77,436)
|
||||
Other
Income
|
--
|
--
|
1,158
|
1,369
|
||||
Total
Other Income [Expense]
|
(22,420)
|
(21,187)
|
(66,909)
|
(76,067)
|
||||
Loss
Before Income Tax Provision [Benefit]
|
(40,637)
|
(368,155)
|
(357,332)
|
(1,022,117)
|
||||
Income
Tax Provision [Benefit]
|
--
|
(77,999)
|
2,080
|
(246,445)
|
||||
Net
Loss
|
$
(40,637)
|
$
(290,156)
|
$
(359,412)
|
$
(775,672)
|
||||
Net
Loss Per Common Share - Basic and Diluted
|
$ (0.00)
|
$ (0.03)
|
$
(0.03)
|
$ (0.06)
|
||||
Weighted
Average Common Shares Outstanding -
Basic
and Diluted
|
11,813,100
|
11,490,926
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11,790,866
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12,659,003
|
3
STATEMENTS
OF CASH FLOWS (Unaudited)
|
||||||||
Nine Months Ended September
30,
|
||||||||
2009
|
2008
|
|||||||
Operating
Activities
|
||||||||
Net
Loss
|
$ | (359,412 | ) | $ | (775,672 | ) | ||
Adjustments
to Reconcile Net Loss
|
||||||||
to
Net Cash Used in Operating Activities:
|
||||||||
Sales
Returns and Allowances Reserve
|
(97,545 | ) | 1,068 | |||||
Depreciation
and Amortization
|
47,670 | 46,299 | ||||||
Share-Based
Compensation
|
15,000 | 292,500 | ||||||
Services
Rendered for Common Stock
|
46,000 | 450,000 | ||||||
Amortization
of Deferred Compensation
|
-- | 14,307 | ||||||
Deferred
Tax Benefit
|
-- | (249,652 | ) | |||||
Allowance
for Doubtful Accounts
|
6,000 | -- | ||||||
Changes
in Assets and Liabilities
|
||||||||
[Increase]
Decrease in:
|
||||||||
Accounts
Receivable
|
374,963 | 244,602 | ||||||
Inventory
|
(141,517 | ) | (68,967 | ) | ||||
Prepaid
Expenses
|
32,385 | 19,115 | ||||||
Increase
[Decrease] in:
|
||||||||
Accounts
Payable and Accrued Expenses
|
22,379 | (199,430 | ) | |||||
Total
Adjustments
|
305,335 | 549,842 | ||||||
Net
Cash Used in Operating Activities
|
(54,077 | ) | (225,830 | ) | ||||
Investing
Activities:
|
||||||||
Capital
Expenditures
|
(61,626 | ) | -- | |||||
Financing
Activities:
|
||||||||
Change
in Cash Overdraft
|
17,326 | 245,089 | ||||||
Advances
from Bank Lines of Credit – Net
|
14,752 | 63,734 | ||||||
Proceeds
from Note Payable
|
100,000 | -- | ||||||
Repayments
of Notes Payable
|
(75,025 | ) | (80,630 | ) | ||||
Advances
from Stockholder – Net
|
76,547 | 11,091 | ||||||
Repayments
of Capital Leases
|
(17,897 | ) | (14,056 | ) | ||||
Proceeds
from Private Placements of Common Stock
|
-- | 600 | ||||||
Net
Cash Provided by Financing Activities
|
115,703 | 225,830 | ||||||
Net
Change in Cash
|
-- | -- | ||||||
Cash
- Beginning of Period
|
-- | -- | ||||||
Cash
- End of Period
|
$ | -- | $ | -- | ||||
See
Notes to Financial Statements.
|
4
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
|
||||||||
STATEMENTS
OF CASH FLOWS (Unaudited)
|
||||||||
Nine Months Ended September
30,
|
||||||||
2009
|
2008
|
|||||||
Supplemental Disclosures of Cash Flow
Information:
|
||||||||
Cash
Paid during the years for:
|
||||||||
Interest
|
$ | 57,000 | $ | 83,000 | ||||
Income
Taxes
|
$ | 2,000 | $ | 4,000 | ||||
Supplemental Disclosures of Non-Cash Investing and
Financing Activities:
|
||||||||
During
the first six months of 2008, the Company issued 200,000 shares of common
stock to vendors
as
full settlement for accounts payable balances amounting to $200,000. These
shares were issued as
consideration
for payment of accounts payable balances and pre-payments for services to
be rendered.
|
||||||||
See
Notes to Financial Statements.
|
5
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[1]
Nature of Operations, Basis of Presentation and Business Continuity
Nature of
Operations - Diamond Information Institute Inc. d/b/a Designs by Bergio
[the "Company"] is engaged in the product design, manufacturing, distribution of
fine jewelry throughout the United States and is headquartered from its
corporate office in Fairfield, New Jersey. Based on the nature of
operations, the Company's sales cycle experiences significant seasonal
volatility with the first two quarters of the year representing 15% - 25% of
annual sales and the remaining two quarters representing the remaining portion
of annual sales.
Basis of
Presentation - Our accounting policies are set forth in Note 2 of our
audited financial statements included in the Diamond Information Institute, Inc.
2008 Form 10-K.
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted for interim financial
statement presentation and in accordance with the instructions to Form 10-Q.
Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statement presentation. In the opinion of management, the
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position as of
September 30, 2009 and the results of operations for the three and nine months
ended September 30, 2009 and 2008 and cash flows for the nine months ended
September 30, 2009 and 2008. The results of operations for the nine months ended
September 30, 2009 are not necessarily indicative of the results to be expected
for the full year.
The
Company has evaluated all subsequent events through November 12, 2009, the date
of filing of these unaudited financial statements.
Business
Continuity - As shown in the accompanying financial statements, the
Company has incurred recurring losses from operations and continues to sustain
cash flow deficits. As of September 30, 2009, the Company’s current
liabilities exceeded its current assets by approximately $227,000 while, its
total liabilities exceeded its total assets by $186,000. Further, through the
nine months ended September 30, 2009, the Company incurred a net loss from
operations of approximately $359,000 and a cash flow deficit from current
operations of approximately $54,000. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.
The
Company’s management has instituted a cost reduction program that included a
reduction in labor and payroll taxes, promotional expenses and professional
services. In addition, management believes these factors, along with the
issuance of additional equity offerings as a form of financing, will contribute
toward achieving profitability and sustaining working capital needs. However,
there can be no assurance that the Company will be successful in achieving these
objectives. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
6
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[2]
Recently Issued Accounting Standards
Effective
July 1, 2009, the Accounting Standards Codification became FASB’s
officially recognized source of authoritative U.S. generally accepted accounting
principles applicable to all public and non-public non-governmental entities,
superseding existing FASB, AICPA, EITF and related literature. Rules and
interpretive releases of the SEC under the authority of federal securities laws
are also sources of authoritative GAAP for SEC registrants. All other accounting
literature is considered non-authoritative. The switch to the ASC affects the
away companies refer to U.S. GAAP in financial statements and accounting
policies. Citing particular content in the ASC involves specifying the unique
numeric path to the content through the Topic, Subtopic, Section and Paragraph
structure.
FASB ASC Topic 260, “Earnings Per
Share.” On January 1, 2009, the Corporation adopted new
authoritative accounting guidance under FASB ASC Topic 260, “Earnings Per
Share,” which provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. See Note 1 - Significant
Accounting Policies.
FASB ASC Topic 320, “Investments -
Debt and Equity Securities.” New authoritative accounting guidance under
ASC Topic 320, “Investments - Debt and Equity Securities,” (i) changes
existing guidance for determining whether an impairment is other than temporary
to debt securities and (ii) replaces the existing requirement that the
entity’s management assert it has both the intent and ability to hold an
impaired security until recovery with a requirement that management assert:
(a) it does not have the intent to sell the security; and (b) it is
more likely than not it will not have to sell the security before recovery of
its cost basis. Under ASC Topic 320, declines in the fair value of
held-to-maturity and available-for-sale securities below their cost that are
deemed to be other than temporary are reflected in earnings as realized losses
to the extent the impairment is related to credit losses. The amount of the
impairment related to other factors is recognized in other comprehensive income.
The Corporation adopted the provisions of the new authoritative accounting
guidance under ASC Topic 320 during the first quarter of 2009. Adoption of the
new guidance did not significantly impact the Corporation’s financial
statements.
FASB ASC Topic 805, “Business
Combinations.” On January 1, 2009, new authoritative accounting
guidance under ASC Topic 805, “Business Combinations,” became applicable to the
Corporation’s accounting for business combinations closing on or after
January 1, 2009. ASC Topic 805 applies to all transactions and other events
in which one entity obtains control over one or more other businesses. ASC Topic
805 requires an acquirer, upon initially obtaining control of another entity, to
recognize the assets, liabilities and any non-controlling interest in the
acquiree at fair value as of the acquisition date. Contingent consideration is
required to be recognized and measured at fair value on the date of acquisition
rather than at a later date when the amount of that consideration may be
determinable beyond a reasonable doubt. This fair value approach replaces the
cost-allocation process required under previous accounting guidance whereby the
cost of an acquisition was allocated to the individual assets acquired and
liabilities assumed based on their estimated fair value. ASC Topic 805 requires
acquirers to expense acquisition-related costs as incurred rather than
allocating such costs to the assets acquired and liabilities
7
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[2]
Recently Issued Accounting Standards (Continued)
assumed,
as was previously the case under prior accounting guidance. Assets acquired and
liabilities assumed in a business combination that arise from contingencies are
to be recognized at fair value if fair value can be reasonably estimated. If
fair value of such an asset or liability cannot be reasonably estimated, the
asset or liability would generally be recognized in accordance with ASC Topic
450, “Contingencies.” Under ASC Topic 805, the requirements of ASC Topic 420,
“Exit or Disposal Cost Obligations,” would have to be met in order to accrue for
a restructuring plan in purchase accounting. Pre-acquisition contingencies are
to be recognized at fair value, unless it is a non-contractual contingency that
is not likely to materialize, in which case, nothing should be recognized in
purchase accounting and, instead, that contingency would be subject to the
probable and estimable recognition criteria of ASC Topic 450,
“Contingencies.”
FASB ASC Topic 810,
“Consolidation.” New authoritative accounting guidance under ASC Topic
810, “Consolidation,” amended prior guidance to establish accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. Under ASC Topic 810, a non-controlling interest
in a subsidiary, which is sometimes referred to as minority interest, is an
ownership interest in the consolidated entity that should be reported as a
component of equity in the consolidated financial statements. Among other
requirements, ASC Topic 810 requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
the non-controlling interest. It also requires disclosure, on the face of the
consolidated income statement, of the amounts of consolidated net income
attributable to the parent and to the non-controlling interest. The new
authoritative accounting guidance under ASC Topic 810 became effective for the
Corporation on January 1, 2009 and did not have a significant impact on the
Corporation’s financial statements.
Further
new authoritative accounting guidance under ASC Topic 810 amends prior guidance
to change how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to consolidate
an entity is based on, among other things, an entity’s purpose and design and a
company’s ability to direct the activities of the entity that most significantly
impact the entity’s economic performance. The new authoritative accounting
guidance requires additional disclosures about the reporting entity’s
involvement with variable-interest entities and any significant changes in risk
exposure due to that involvement as well as its affect on the entity’s financial
statements. The new authoritative accounting guidance under ASC Topic 810 will
be effective January 1, 2010 and is not expected to have a significant
impact on the Corporation’s financial statements.
FASB ASC Topic 815, “Derivatives and
Hedging.” New authoritative accounting guidance under ASC Topic 815,
“Derivatives and Hedging,” amends prior guidance to amend and expand the
disclosure requirements for derivatives and hedging activities to provide
greater transparency about (i) how and why an entity uses derivative
instruments, (ii) how derivative instruments and related hedge items are
accounted for under ASC Topic 815, and (iii) how derivative instruments and
related hedged items affect an entity’s financial position, results of
operations and cash flows. To meet those objectives, the new authoritative
accounting guidance requires qualitative disclosures about objectives and
strategies for using derivatives,
8
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[2]
Recently Issued Accounting Standards (Continued)
quantitative
disclosures about fair value amounts of gains and losses on derivative
instruments and disclosures about credit-risk-related contingent features in
derivative agreements. The new authoritative accounting guidance under ASC Topic
815 became effective for the Corporation on January 1, 2009 and the
required disclosures are reported in Note 10 - Derivative Financial
Instruments.
FASB ASC Topic 820, “Fair Value
Measurements and Disclosures.” New authoritative accounting guidance
under ASC Topic 820,”Fair Value Measurements and Disclosures,” affirms that the
objective of fair value when the market for an asset is not active is the price
that would be received to sell the asset in an orderly transaction, and
clarifies and includes additional factors for determining whether there has been
a significant decrease in market activity for an asset when the market for that
asset is not active. ASC Topic 820 requires an entity to base its conclusion
about whether a transaction was not orderly on the weight of the evidence. The
new accounting guidance amended prior guidance to expand certain disclosure
requirements. The Corporation adopted the new authoritative accounting guidance
under ASC Topic 820 during the first quarter of 2009. Adoption of the new
guidance did not significantly impact the Corporation’s financial
statements.
Further
new authoritative accounting guidance (Accounting Standards Update
No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair
value of a liability in circumstances in which a quoted price in an active
market for the identical liability is not available. In such instances, a
reporting entity is required to measure fair value utilizing a valuation
technique that uses (i) the quoted price of the identical liability when
traded as an asset, (ii) quoted prices for similar liabilities or similar
liabilities when traded as assets, or (iii) another valuation technique
that is consistent with the existing principles of ASC Topic 820, such as an
income approach or market approach. The new authoritative accounting guidance
also clarifies that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs
relating to the existence of a restriction that prevents the transfer of the
liability. The forgoing new authoritative accounting guidance under ASC Topic
820 will be effective for the Corporation’s financial statements beginning
October 1, 2009 and is not expected to have a significant impact on the
Corporation’s financial statements.
FASB ASC Topic 825 “Financial
Instruments.” New authoritative accounting guidance under ASC Topic
825,”Financial Instruments,” requires an entity to provide disclosures about the
fair value of financial instruments in interim financial information and amends
prior guidance to require those disclosures in summarized financial information
at interim reporting periods. The new interim disclosures required under Topic
825 are included in Note 16 - Fair Value Measurements.
FASB ASC Topic 855, “Subsequent
Events.” New authoritative accounting guidance under ASC Topic 855,
“Subsequent Events,” establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. ASC Topic 855 defines
(i) the period after the balance sheet date during which a reporting
entity’s management should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements,
(ii) the
9
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[2]
Recently Issued Accounting Standards (Continued)
circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements, and (iii) the
disclosures an entity should make about events or transactions that occurred
after the balance sheet date. The new authoritative accounting guidance under
ASC Topic 855 became effective for the Corporation’s financial statements for
periods ending after June 15, 2009 and did not have a significant impact on
the Corporation’s financial statements.
FASB ASC Topic 860, “Transfers and
Servicing.” New authoritative accounting guidance under ASC Topic 860,
“Transfers and Servicing,” amends prior accounting guidance to enhance reporting
about transfers of financial assets, including securitizations, and where
companies have continuing exposure to the risks related to transferred financial
assets. The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Corporation’s financial
statements.
[3]
Notes Payable
September
30,
|
December
31,
|
||
2009
|
2008
|
||
(Unaudited)
|
|||
Notes
payable due in equal monthly installments, over 36 months,
maturing
through May 2009 at interest rates of 7.25%. The
notes
are
collateralized by the assets of the Company.
|
$ --
|
$ 20,965
|
|
Notes
payable due in equal monthly installments, over 60 months,
maturing
through May 2011 at interest rates of 7.60%. The
notes
are
collateralized by the assets of the Company.
|
116,993
|
158,320
|
|
Notes
payable due in equal monthly installments, over 60 months,
maturing
through December 2013 at interest rates of 9.47%.
The
notes
are collateralized by the assets of the Company.
|
87,267
|
--
|
|
Total
|
204,260
|
179,285
|
|
Less:
Current Maturities Included in Current Liabilities
|
87,273
|
82,015
|
|
Total
Long-Term Portion of Debt
|
$ 116,987
|
$ 97,270
|
10
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
As of
September 30, 2009, maturities of long-term debt are as follows:
2010
|
$ 87,273
|
|
2011
|
66,313
|
|
2012
|
21,155
|
|
2013
|
23,324
|
|
2014
|
6,195
|
|
Total
|
$ 204,260
|
[4]
Bank Lines of Credit
A summary
of these credit facilities is as follows:
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
Credit
Line of $700,000, minimum payment of interest only is due monthly at the
bank's prime rate plus .75%. At September 30, 2009 and December 31, 2008,
the interest rate was 4.00%. The Credit Line renews annually in May and is
collateralized by the assets of the Company. The Company is in
negotiations with the bank to renew the terms of the credit line and is
waiting on funding from other sources.
|
$ | 699,999 | $ | 699,999 | ||||
Credit
Line of $55,000, minimum payment of interest only is due monthly at the
bank's prime rate plus .75%. At September 30, 2009 and December 31, 2008,
the interest rate was 4.00%. The Credit Line renews annually in July 2009
and is collateralized by the assets of the Company. The Company is in
negotiations with the bank to renew the terms of the credit line and is
waiting on funding from other sources.
|
44,707 | 45,793 | ||||||
Various
unsecured Credit Cards of $188,200 and $178,700, minimum payment of
principal and interest are due monthly at the credit card's annual
interest rate. At September 30, 2009 and December 31, 2008, the
interest rates ranged from 3.99% to 24.90% and 4.74% to 13.99%,
respectively.
|
180,495 | 164,656 | ||||||
Total Bank Lines of Credit
|
$ | 925,201 | $ | 910,449 |
The
Company's CEO and majority shareholder also serves as a guarantor of the
Company's debt. The Company is in negotiations with the bank to renew the terms
of the credit line and is waiting on funding from other sources.
The
Company had approximately $10,000 and $9,000 available under the various credit
facilities (not including credit cards) at September 30, 2009 and December 31,
2008, respectively.
11
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[5]
Equipment Held Under Capital Leases
The
Company's equipment held under the capital lease obligations is summarized as
follows:
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
Showroom
Equipment
|
$ | 96,000 | $ | 96,000 | ||||
Less:
Accumulated Amortization
|
50,134 | 35,733 | ||||||
Equipment
Held under Capitalized Lease Obligations - Net
|
$ | 45,866 | $ | 60,267 |
Amortization
related to the equipment held under capital leases for the three months ended
September 30, 2009 and 2008 and the nine months ended September 30, 2009 and
2008 amounted to approximately $5,000, $5,000, $15,000, and $15,000,
respectively.
As of
September 30, 2009, the future minimum lease payments under the capital leases
are as follows:
2010
|
$ | 26,432 | ||
2011
|
20,654 | |||
2012
|
1,047 | |||
Total
|
48,133 | |||
Less:
Amount Representing Imputed Interest
|
3,536 | |||
Present
Value of Net Minimum Capital Lease Payments
|
44,597 | |||
Less:
Current Portion of Capitalized Lease Obligations
|
21,804 | |||
Non Current Portion of
Capitalized Lease Obligations
|
$ | 22,793 |
Interest
expense related to capital leases for the three months ended September 30, 2009
and 2008 and nine months ended September 30, 2009 and 2008 amounted to
approximately $1,000, $2,000, $4,000, and $6,000, respectively.
12
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[6]
Income Taxes
The
income tax provision [benefit] is as follows:
Three
Months Ended
|
Nine
Months Ended
|
||||||
September
30,
|
September
30,
|
||||||
2009
|
2008
|
2009
|
2008
|
||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||
Current:
|
|||||||
Federal
|
$ --
|
$ --
|
$ --
|
$ --
|
|||
State
|
--
|
276
|
2,080
|
3,207
|
|||
Totals
|
--
|
276
|
2,080
|
3,207
|
|||
Deferred:
|
|||||||
Federal
|
--
|
(53,980)
|
--
|
(184,181)
|
|||
State
|
--
|
(24,295)
|
--
|
(65,471)
|
|||
Totals
|
--
|
(78,275)
|
--
|
(249,652)
|
|||
Totals
|
$ --
|
$(77,999)
|
$ 2,080
|
$(246,445)
|
Deferred
income tax assets [liabilities] are as follows:
September
30,
|
December
31,
|
||
2009
|
2008
|
||
(Unaudited)
|
|||
Deferred
Income Tax Assets:
|
|||
Net
Operating Loss Carryforwards
|
$ 562,157
|
$ 590,514
|
|
Allowance
for Doubtful Accounts
|
34,511
|
32,115
|
|
Allowance for Sales
Returns
|
13,903
|
52,862
|
|
Totals
|
610,571
|
675,491
|
|
Deferred
Income Tax Liabilities:
|
|||
Property
and Equipment
|
$ (25,925)
|
$ (25,546)
|
|
Election
to Change from Cash to Accrual Basis of Income Tax
Accounting
|
(341,434)
|
(374,879)
|
|
Totals
|
(367,359)
|
(400,425)
|
|
Gross
Deferred Tax Asset
|
243,212
|
275,066
|
|
Valuation
Allowance for Deferred Taxes
|
(243,212)
|
(275,066)
|
|
Net
Deferred Tax Asset [Liability]
|
$ --
|
$ --
|
13
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
[6]
Income Taxes [Continued]
Effective
with the 2008 tax year, management voluntarily elected a change in its method of
tax accounting to the accrual basis as required by Section 481 of the Internal
Revenue Code (the "IRC"). In management's opinion, based on
provisions of the IRC, a voluntary election to the accrual basis of tax
reporting should not subject the Company to tax examinations for previous years
that income tax returns have been filed and prompt an uncertain tax position in
accordance with the accounting for uncertainty in income taxes. As a
result, no contingent liability has been recorded for the anticipated change in
tax reporting. Further, the resulting tax liability from the change in tax
accounting method will be reduced by operating losses previously
incurred.
At
December 31, 2008, the Company had approximately $1,482,000 of federal net
operating tax loss carryforwards expiring at various dates through
2028. The Tax Reform Act of 1986 enacted a complex set of rules which
limits a company's ability to utilize net operating loss carryforwards and tax
credit carryforwards in periods following an ownership change. These rules
define an ownership change as a greater than 50 percent point change in stock
ownership within a defined testing period which is generally a three-year
period. As a result of stock which may be issued by us from time to time and the
conversion of warrants, options or the result of other changes in ownership of
our outstanding stock, the Company may experience an ownership change and
consequently our utilization of net operating loss carryforwards could be
significantly limited.
Based
upon the net losses historically incurred and, the prospective global economic
conditions, management believes that it is not more likely than not that the
deferred tax asset will be realized and has provided a valuation allowance of
100% of the deferred tax asset.
[7]
Stockholders' (Deficit) Equity
Articles of
Incorporation Amendment and Stock Split - The Company's Certificate
of Incorporation, as amended, authorizes the issuance of up to 25,000,000 shares
of common stock at a par value of $.001 per share. Over the course of
2007, the Company's Board of Directors ratified two forward stock splits. The
first stock split, for 1.725 to 1 and the second for 10,000 to 1.
This
resulted in common stock outstanding increasing from 1,000 to 17,250,000 which
were all owned by the Company's founder and CEO. The per share data for all
periods presented has been retroactively adjusted due to each of the stock
splits.
14
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
Subsequent
to the forward stock splits, the Company's founder and CEO transferred a total
of 2,250,000 shares to the Company's President and an Advisory Panel
member. Upon resignation of the Company’s President and Advisory
Panel Member in late 2007, the Company cancelled 2,200,000 of the shares
previously issued to those individuals along with, 5,000,000 shares held by the
CEO and principal stockholder. These shares were cancelled in
February 2008.
The share
and per share data for all periods presented has been retroactively adjusted to
reflect the stock splits.
[7]
Stockholders' (Deficit) Equity [Continued]
Debt
Conversions - In
April 2007, the Company entered into a Debt Conversion Agreement (the
"Agreement") and issued 100,000 shares of common stock at $1 per share to a
vendor as full satisfaction for accounts payable previously due and future
services to be rendered. Of the total $100,000 of common stock
issued, $55,000 was to satisfy previous account payable balances and $45,000 was
issued as consideration for future services to be rendered and
was reflected in the Deferred Compensation caption of the
Stockholders' Equity section of the Balance Sheet, of which approximately
$14,000 was expensed in 2008. The shares have a one year restriction from sale
or offering.
Restricted Share
Issuances - In
January 2008, two Advisory Panel members and a Board of Director member received
restricted common stock for services to be rendered throughout
2008. The two Advisory Panel members received 50,000 and 100,000
shares, respectively, with a fair value of $1.00 per share or $150,000 while the
Board of Director member received 50,000 shares with a fair value of $1.00 per
share or $50,000. The share-based compensation expense for the three
and nine months ended September 30, 2008 amounted to $25,000 and $175,000,
respectively.
Also in
January 2008, the Company issued 117,500 shares of restricted common stock with
a fair value of $1.00 per share or $117,500 to employees. Shares
issued in connection with the Board of Director consent, were dispersed ratably
over the first two quarters of 2008 as authorized in the consent. The
Share-based Compensation expense for the three and nine months ended September
30, 2008 amounted to $0, and $117,500, respectively.
Additionally,
in January and February 2008, the Company sold 600 shares of common stock at
$1.00 per share to individual investees.
For the
year ended December 31, 2008, the Company issued to its SEC counsel, 450,000
shares of restricted common stock with a fair value of $1.00 per share or
$450,000 for services in connection with the effective filing of Form S-1 with
the SEC.
In
January 2009, the Company agreed to issue its SEC counsel, 100,000 shares of
restricted common stock with a fair value of $0.40 per share or $40,000 for
services in connection with the effective filing of Form 15c-211 and submittal
to FINRA through a market maker. The Share-Based Compensation expense for the
three and nine months ended September 30, 2009 amounted to $0 and $40,000,
respectively.
In
February 2009, the Company issued to its CEO 50,000 shares of restricted common
stock with a fair value of $0.40 per share or $20,000 for services as a Board of
Directors member throughout 2009. The Share-based Compensation
expense for the three and nine months ended September 30, 2009 amounted to
$5,000 and $15,000, respectively.
15
DIAMOND
INFORMATION INSTITUTE, INC. D/B/A DESIGNS BY BERGIO
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
In
February 2009, the Company issued its SEC counsel 20,000 shares of restricted
common stock with a fair value of $0.40 per share or $8,000 for legal services
to be provided for the
[7]
Stockholders' (Deficit) Equity [Continued]
Company’s
SEC filings for the 2009 reporting year. The common stock issued for
professional services expense for the three and nine months ended September 30,
2009 amounted to $2,000 and $6,000, respectively.
[8]
Related Party Transactions
The
Company receives periodic advances from its principal stockholder based upon the
Company's cash flow needs. At September 30, 2009 and December 31, 2008, $471,078
and $394,532, respectively was due to the shareholder. Interest
expense is accrued at an average annual market rate of interest which was 3.35%
and 4.99% at September 30, 2009 and December 31, 2008, respectively. No terms
for repayment have been established. As a result, the amount is classified as a
Current Liability.
During
2009, the Company obtained a $100,000 note payable for settlement of IT
implementation services to an Advisory Panel member.
[9]
Subsequent Events
On
September 25, 2009, the Company executed an Asset Purchase Agreement with Mario
Panelli & C. s.a.s (“Seller”) and Mario Panelli and Mogni Viviana (“Owner”),
wherein the Company agreed to purchase from the Seller substantially all the
assets of Seller (Acquired Assets) used in the conduct of its business on the
Closing Date, September 30, 2009. The business currently being
conducted by the Seller is the distribution of high-end jewelry under the
registered trademark of Mario Panelli & C s.a.s. The Company will
pay the Seller an amount equal to 100% of the Book Value of Seller’s inventory
determined in accordance with GAAP, valuing each item at the lower of the cost
paid for such item by Seller or the fair market wholesale value on such item as
of the Closing Date. As of the date of the agreement, the parties
estimate 100% of the Book Value of the inventory to be approximately $945,000.00
Euros or $1,382,440.50 US Dollars. The Company agreed to pay the
Seller upon funding of the Company. The Company anticipated the
closing to occur by December 2009.
Effective
October 19, 2009, as approved at our shareholder meeting on October 8, 2009, we
entered into a Share Exchange Agreement with Alba Mineral Exploration, Inc.
(“Alba”), a Delaware Corporation (the “Agreement”). Pursuant to the
Agreement, Alba agreed to issue our shareholders a total of 2,585,175 shares of
common stock in Alba in proportion to their holdings in our
company. Following the transaction described in the Agreement and
other accompanying transactions, our shareholders will ultimately own 60% of the
common stock issued and outstanding in Alba. As a result of the
transaction the company becomes a wholly-owned subsidiary of Alba.
16
FORWARD-LOOKING
STATEMENTS
This
document contains “forward-looking statements”. All statements other
than statements of historical fact are “forward-looking statements” for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.
Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar
words. These forward-looking statements present our estimates and
assumptions only as of the date of this report. Accordingly, readers
are cautioned not to place undue reliance on forward-looking statements, which
speak only as of the dates on which they are made. Except for our
ongoing securities laws, we do not intend, and undertake no obligation, to
update any forward-looking statement. You should, however, consult
further disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although
we believe the expectations reflected in any of our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties
include, but are not limited to:
·
|
our
current lack of working capital;
|
·
|
increased
competitive pressures from existing competitors and new
entrants;
|
·
|
increases
in interest rates or our cost of borrowing or default under any material
debt agreements;
|
·
|
inability
to raise additional financing;
|
·
|
deterioration
in general or regional economic
conditions;
|
·
|
adverse
state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing
operations;
|
·
|
changes
in U.S. GAAP or in the legal, regulatory and legislative environments in
the markets in which we operate;
|
·
|
the
fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
|
·
|
inability
to efficiently manage our
operations;
|
·
|
loss
of customers or sales weakness;
|
·
|
inability
to achieve future sales levels or other operating
results;
|
·
|
key
management or other unanticipated personnel
changes;
|
·
|
the
unavailability of funds for capital expenditures;
and
|
·
|
operational
inefficiencies in distribution or other
systems.
|
17
For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see Item 1A. Risk Factors in this document and in our Annual Report on
Form 10-K for the year ended December 31, 2008.
AVAILABLE
INFORMATION
Our
securities as of September 8, 2008 are registered under the Securities Act of
1933, and we will file reports and other information with the Securities and
Exchange Commission as a result. Additionally, we shall file supplementary and
periodic information, documents and reports that are required under section
13(a) and Section 15(d) of the Exchange Act, as amended.
All of
our reports will be able to be reviewed through the SEC’s Electronic Data
Gathering Analysis and Retrieval System (EDGAR) which is publicly available
through the SEC’s website (http://www.sec.gov)
or they can be inspected and copied at the public reference facility maintained
by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405.
Information regarding the public reference facilities may be obtained from the
SEC by telephoning 1-800-SEC-0330. Copies of such materials may also be obtained
by mail from the public reference section of the SEC at 100 F Street, N.E., Room
1580, Washington, D.C. 20549-0405 at prescribed rates.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operation
OVERVIEW
Diamond
Information Institute, Inc. was incorporated in the State of New Jersey in
October 1988 and had minimal activity until 1995 when it began in the business
of jewelry manufacturing under the name Diamond Information Institute (d/b/a
“Bergio”). Since 1995 Diamond has been engaged in the design and
manufacture of upscale jewelry through its trade name of “Bergio” and in 2002
launched its “Bergio Bridal Collection”. The Company sells to
approximately 150 independent jewelry retailers across the United States and has
incurred a significant amount of capital resources in creating brand recognition
in the jewelry industry.
OVERVIEW
OF CURRENT OPERATIONS
Diamond’s
products consist of a wide range of unique styles and designs made from precious
metals such as, gold, platinum, and Karat gold, as well as diamonds and other
precious stones. Diamond has approximately 50 to 75 product styles in
its inventory, with prices ranging from $400 to
$200,000. Additionally, Diamond has manufacturing control over its
line as a result of having a manufacturing facility in New Jersey as well as
subcontracts with facilities in Italy and Bangkok.
18
In
September of 2008, Diamond’s S-1 registration statement became effective with
the SEC. Diamond believes that in becoming a public company, it will
provide the Company increased flexibility in being able to acquire smaller
jewelry manufacturers while also being able to consolidate overlapping
expenses. It is Diamond’s intention to establish itself as a holding
company for the purpose of acquiring established jewelry design and
manufacturing firms who possess branded product lines. Branded
product lines are products and/or collections whereby the jewelry manufacturers
have established their products within the industry through advertising in
consumer and trade magazines as well as possibly obtaining federally registered
trademarks of their products and collections. This is in line with
the Company’s strategy and belief that a brand name can create an association
with innovation, design and quality which helps add value to the individual
products as well as facilitate the introduction of new products.
Diamond
intends to acquire, design and manufacturing firms throughout the United States
and Europe. If and when Diamond pursues any potential acquisition
candidates, it intends to target the top 10% of the world’s jewelry manufactures
that have already created an identity and brand in the jewelry
industry. Diamond intends to locate potential candidates through its
relationships in the industry and expects to structure the acquisition through
the payment of cash, which will most likely be provided from third party
financing, as well as Diamond’s common stock and not cash generated from
Diamond’s operations. In the event, Diamond obtains financing from
third parties for any potential acquisitions; Diamond may agree to issue
Diamond’s common stock in exchange for the capital received. However,
as of the date of this periodic report Diamond does not have any binding
agreements with any potential acquisition candidates or arrangements with any
third parties for financing.
Diamond’s management believes that the
jewelry industry competes in the global marketplace and therefore must be
adaptable to ensure a competitive measure. Recently the U.S. economy
has encountered a slowdown and Diamond anticipates the U.S. economy will most
likely remain weak at least through all of 2009. Consumer spending
for discretionary goods such as jewelry is sensitive to changes in consumer
confidence and ultimately consumer confidence is affected by general business
considerations in the U.S. economy. Consumer spending for
discretionary spending generally decline during times of falling consumer
confidence, which may affect Diamond’s retail sale of its
products. U.S. consumer confidence reflected these slowing conditions
during the last quarter of 2007 and has been carried forward throughout the year
of 2008. Therefore, Diamond intends to make strong efforts to
maintain its brand in the industry through its focus on the innovation and
design of its products as well as being able to consolidate and increase cost
efficiency when possible through acquisitions.
Diamond
intends to make strong efforts to maintain its brand in the industry through its
focus on the innovation and design of its products as well as being able to
consolidate and increase cost efficiency when possible through
acquisitions.
19
Result
of Operations for the Three and Nine Months Ended September 30, 2009 and
2008
The
following income and operating expenses tables summarize selected items from the
statement of operations for the three months ended September 30, 2009 compared
to the three months ended September 30, 2008 and nine months ended September 30,
2009 compared to the nine months ended September 30, 2008.
INCOME:
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Sales
|
$ | 254,652 | $ | 233,227 | $ | 708,959 | $ | 876,110 | ||||||||
Cost
of Sales
|
150,231 | 100,503 | 511,925 | 402,632 | ||||||||||||
Gross
Profit
|
$ | 104,421 | $ | 132,724 | $ | 197,034 | $ | 473,478 | ||||||||
Gross
Profit Percentage of Revenue
|
41 | % | 57 | % | 28 | % | 54 | % |
Sales
Sales for
the three months ended September 30, 2009 were $254,652 compared to $233,227 for
the three months ended September 30, 2008. This resulted in an
increase of $21,425 or 9%. Sales were higher despite the continuing
tough economic conditions. Sales for the nine months ended September 30, 2009
were $708,959 compared to $876,110 for the nine months ended September 30, 2008.
This resulted in a decrease of $167,151 or 19% from the comparable period of
2009 to 2008. The nine month decrease is primarily due to the increase in sales
discounts during the first quarter of 2009 as discussed below.
Due to
the unfavorable economic environment we increased our sales discounts to our
customers. Aggregate sales discounts in the nine months ended September 30, 2009
and 2008 amounted to approximately $80,000 and $16,000, respectively. The
increased sales discounts in 2009 were to move product and increase our
liquidity. We incurred $75,000 of the $80,000 in 2009 in sales
discounts during the first quarter of 2009. We anticipate sales discounts and
gross profits to return to historical levels as soon as the economic environment
begins to turnaround and sustain growth.
Typically,
revenues experience significant seasonal volatility in the jewelry
industry. The first two quarters of any given year typically
represent approximately 15%-25% of total year revenues, based on historic
results. The holiday buying season during the last two quarters of
every year typically account for the remainder of annual sales.
20
Cost of
Sales
Cost of
sales for the three months ended September 30, 2009 were $150,231 or 59% of
sales compared to $100,503 or 43% of sales for the three months ended September
30, 2008. Cost of sales for the nine months ended September 30, 2009
were $511,925 or 72% of sales compared to $402,632 or 46% of sales for the nine
months ended September 30, 2008.
Gross
Profit:
Gross
profit for the three months ended September 30, 2009 were $104,421 or 41% of
sales compared to $132,724 or 57% of sales for the three months ended September
30, 2008. Gross profit for the nine months ended September 30, 2009 were
$197,034 or 28% of sales compared to $473,478 or 54% of sales for the nine
months ended September 30, 2008. Our decreased gross profit margin
during the year of 2009 was principally due to the increased sales discounts
given to our customers in the first quarter of 2009.
OPERATING
EXPENSES:
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Selling
Expenses
|
$ | 40,065 | $ | 183,514 | $ | 170,337 | $ | 327,279 | ||||||||
Total
General and Administrative Expenses
|
82,573 | 296,178 | 317,120 | 1,092,249 | ||||||||||||
Total
Operating Expenses
|
$ | 122,638 | $ | 479,692 | $ | 487,457 | $ | 1,419,528 | ||||||||
Net
Loss
|
$ | (40,637 | ) | $ | (290,156 | ) | $ | (359,412 | ) | $ | (775,672 | ) |
Selling
Expenses
Total selling expenses for the three
months ended September 30, 2009 were $40,065 compared to $183,514 for the three
months ended September 30, 2008. This resulted in a decrease of $143,449, or
78%. Total selling expenses for the nine months ended September 30, 2009 were
$170,337 compared to $327,279 for the nine months ended September 30, 2008. This
resulted in a decrease of $156,942, or 48%, from the comparable period of 2009
to 2008. Selling expenses have decreased for the three and nine months ended
September 30, 2009 compared to 2008 due to our commitment to reduce costs as we
try to grow revenues.
21
General and Administrative
Expenses
General
and administrative expenses for the three months ended September 30, 2009 were
$82,573 compared to $296,178 for the three months ended September 30, 2008 in a
decrease of $213,605, or 72%. The decrease in general and administrative
expenses in 2009 is due primarily to a decrease in non-cash charges related to
stock-based compensation of approximately $218,000.
General
and administrative expenses for the nine months ended September 30, 2009 were
$317,120 compared to $1,092,249 for the nine months ended September 30, 2008.
This resulted in a decrease of $775,129, or 71%, from the comparable period of
2009 to 2008. The decrease in general and administrative expenses in 2009 is due
primarily to a decrease in non-cash charges related to stock-based compensation
of approximately $681,000.
Loss from
Operations
Losses
from operations for the three months ended September 30, 2009 were $18,217
compared to $346,968 for the three months ended September 30, 2008. This
resulted in a decrease of $328,751, or 95%. Loss from operations for
the nine months ended September 30, 2009 were $290,423 compared to $946,050 for
the nine months ended September 30, 2008. This resulted in a decrease of
$655,627, or 69%, from the comparable period of 2009 to 2008.
Other
Income (Expense)
Other
Income (Expense) for the three months ended September 30, 2009 were ($22,420)
compared to ($21,187) for the three months ended September 30, 2008. This
resulted in an increase of ($1,233), or 6%. Other Income (Expense) for the nine
months ended September 30, 2009 were $(66,909) compared to $(76,067) for the
nine months ended September 30, 2008. This resulted in a decrease of $9,158, or
12%, from the comparable period of 2009 to 2008. Other Income
(Expense) is comprised primarily of interest incurred on bank lines of credit,
corporate credit cards, term loans and capital leases in connection with
operations related to manufacturing and indirect operating expenses offset by
miscellaneous income. We attribute the decrease in our other
(expense) / income during the nine months ended September 30, 2009 when compared
to the nine months ended September 30, 2008 as a result of a reduction in
interest expense of approximately $9,000. Interest expense in 2009 primarily
decreased due to lower interest rates on lines of credit and credit
cards.
Income Tax Provision
(Benefit)
We reported no income tax provision for
the three months ended September 30, 2009 as compared to an income tax benefit
of $77,999 for the three months ended September 30, 2008. We reported
an income tax provision of $2,080 for the nine months ended September 30, 2009
as compared to an income tax benefit of $246,445 for the nine months ended
September 30, 2008. In 2009 and the fourth quarter of 2008, we recorded a full
valuation allowance against our deferred tax assets as we believe it is not more
likely than not, they will be utilized.
22
Net Loss
Net loss
for the three months ended September 30, 2009 was $40,637 compared to $290,156
for the three months ended September 30, 2008. This resulted in a decrease of
$249,519, or 86%. Net loss for the nine months ended September 30, 2009 was
$359,412 compared to $775,672 for the nine months ended September 30, 2008. This
resulted in a decrease of $416,260, or 54%.
Liquidity
and Capital Resources
The
following table summarizes working capital at September 30, 2009 compared to
December 31, 2008.
September
30, 2009
(Unaudited)
|
December
31, 2008
|
Increase
/ (Decrease)
|
|
$
|
|||
Current
Assets
|
$1,807,489
|
$2,079,321
|
$(271,832)
|
Current
Liabilities
|
2,034,106
|
1,996,988
|
37,118
|
Working
Capital
|
$(226,617)
|
$82,333
|
$(308,950)
|
As of
September 30, 2009, we had a cash overdraft of $24,671, compared to a cash
overdraft of $7,345 at December 31, 2008. It is anticipated that we
will need to sell additional equity or debt securities or obtain credit
facilities from financial institutions to meet our long-term liquidity and
capital requirements, which include strategic growth through mergers and
acquisitions. There is no assurance that we will be able to obtain
additional capital or financing in amounts or on terms acceptable to us, if at
all or on a timely basis.
Accounts
receivable at September 30, 2009 was $332,231 and $713,194 at December 31, 2008,
representing a decrease 53%. We typically offer our customers 60, 90
or 120 day payment terms on sales, depending upon the product mix
purchased. When setting terms with our customers, we also consider
the term of the relationship with individual customers and management’s assessed
credit risk of the respective customer, and may at management’s discretion,
increase or decrease payment terms based on those considerations.
Inventory at September 30, 2009 was
$1,468,506 and $1,326,989 at December 31, 2008. Our management seeks to maintain
a very consistent inventory level that it believes is commensurate with current
market conditions and manufacturing requirements related to anticipated sales
volume. We historically have not had an inventory reserve for slow
moving or obsolete products due to the nature of our inventory of precious
metals and stones. This allows us to resell or recast these materials
into new products and/or designs as the market changes.
23
Accounts payable and accrued expenses
at September 30, 2009 were $469,271 compared to $446,892 at December 31, 2008,
which represents a 5% decrease. The slight increase is due to normal operating
cycles.
Bank Lines of Credit and
Notes Payable
Our indebtedness is comprised of
various bank credit lines, term loans, capital leases and credit cards intended
to provide capital for the ongoing manufacturing of our jewelry line, in advance
of receipt of the payment from our retail distributors. As of
September 30, 2009, we had two outstanding term loans. One of the
loans is a $300,000 term loan with JPMorgan Chase, which is payable in monthly
installments and matures in May 2011. The note bears an annual
interest rate of 7.60% and as of September 30, 2009 there was an outstanding
balance of $116,993. We also have a $100,000 term loan with Leaf
Financial Corporation, which is payable in monthly installments and matures in
December 2013. The note bears an annual interest rate of 9.47% and as
of September 30, 2009 there was an outstanding balance of
$87,267. Both of these notes are collateralized by our assets as well
as a personal guarantee by our CEO, Berge Abajian.
In
addition to the notes payable, we utilize bank lines of credit to support
working capital needs. As of September 30, 2009, we had two lines of credit. One
bank line of credit is for $700,000 with Columbia Bank and requires minimum
monthly payment of interest only. The interest is calculated at the bank’s prime
rate plus 0.75%. As of September 30, 2009, we had an outstanding
balance of $699,999 at an effective annual interest rate of
4.00%. Additionally, we have a bank line of credit of $55,000 with
JPMorgan Chase Bank, which also requires a monthly payment of interest
only. The interest rate is calculated at the bank’s prime rate plus
0.75%. As of September 30, 2009, we had an outstanding balance of
$44,707 at an effective annual interest rate of 4.00%. Each credit
line renews annually and is collateralized by our assets as well as a personal
guarantee by our CEO, Berge Abajian. The Company is in negotiations
with the bank to renew the terms of the credit line and is waiting on funding
from other sources.
In
addition to the bank lines of credit and term loans, we have a number of various
unsecured credit cards. These credit cards require minimal monthly
payments of interest only and as of September 30, 2009 have interest rates
ranging from 3.99% to 24.90%. As of September 30, 2009, we have
outstanding balances of $180,495.
Satisfaction
of our cash obligations for the next 12 months.
For the
nine months ended September 30, 2009 and the nine months ended June 30, 2008, we
have incurred net losses of approximately $359,000 and
$776,000 respectively. We have funded our working capital needs
primarily from revenues, a private placement equity offering and advances from
our CEO and principal stockholder. Our plan is to acquire design and
manufacturing companies throughout the United States and Europe. If and when we
pursue any potential business acquisitions, we intend to target the top 10% of
the world’s jewelry manufacturers that have already created an identity and
brand in the jewelry business. We plan to fund these potential business
acquisitions from additional equity and/or debt financing, and joint venture
partnerships. However, we have no binding agreements or
understandings with any potential acquisition targets. There is no assurance
that we will be able to obtain additional capital in the amount or, on terms
acceptable to us, in the required timeframe.
24
A
critical component of our operating plan impacting our continued existence is to
efficiently manage the production of our jewelry lines and successfully develop
new lines through our Company or through possible acquisitions and/or mergers.
Our ability to obtain capital through additional equity and/or debt financing,
and joint venture partnerships will also be important to our expansion plans. In
the event we experience any significant problems assimilating acquired assets
into our operations or cannot obtain the necessary capital to pursue our
strategic plan, we may have to reduce the planned future growth of our
operations.
Over the
next twelve months we believe we have the required working capital needs to fund
our current operations through revenues. However, any expansion or future
business acquisitions will require us to raise capital through an equity
offering.
Summary
of product and research and development that we will perform for the term of our
plan.
We are
not anticipating significant research and development expenditures in the near
future.
Expected
purchase or sale of plant and significant equipment.
We do not
anticipate the purchase or sale of any plant or significant equipment; as such
items are not required by us at this time.
Significant
changes in the number of employees.
As
previously mentioned, we currently have 3 full-time employees and 2 part-time
employees. We do not anticipate a significant change in the number of
full time employees over the next 12 months. None of our employees
are subject to any collective bargaining agreements.
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, results or
operations, liquidity, capital expenditures or capital resources that is deemed
material.
Critical
Accounting Policies
The
Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of America. Preparing
financial statements in accordance with generally accepted accounting principles
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenue and expenses during the reported period.
25
Accounts
Receivable. Management periodically performs a detailed review
of amounts due from customers to determine if accounts receivable balances are
impaired based on factors affecting the collectability of those
balances. Management has provided an allowance for doubtful accounts
of approximately $86,000 at September 30, 2009 and $80,000 at December 31,
2008.
Long-Lived
Assets. In accordance with current Accounting Principles
long-lived tangible assets subject to depreciation or amortization are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If an asset is
determined to be impaired, the loss is measured by the excess of the carrying
amount of the asset over its fair value as determined by an estimate of
undiscounted future cash flows. As these factors are difficult to
predict and are subject to future events that may alter management’s
assumptions, the future cash flows estimated by management in their impairment
analyses may not be achieved.
Revenue Recognition. The
Company’s management recognizes revenue when realized or realizable and
earned. In connection with revenue recorded, the Company establishes
a sales returns and allowances reserve for anticipated merchandise to be
returned. The estimated percentage of sales to be returned is based
on the Company’s historical experience of returned merchandise. Also, management
calculates an estimated gross profit margin on returned merchandise deriving a
cost for the anticipated returned merchandise also based on the Company’s
historical operations.
The
Company’s sole revenue producing activity as a manufacturer and distributor of
upscale jewelry is affected by movement in fashion trends and customer desire
for new designs, varying economic conditions affecting consumer spending and
changing product demand by retailers affecting their desired inventory
levels.
Therefore,
management’s estimation process for merchandise returns can result in actual
amounts differing from those estimates. This estimation process is
susceptible to variation and uncertainty due to the challenges faced by
management to comprehensively discern all conditions affecting future
merchandise returns whether prompted by fashion, the economy or customer
relationships. Ultimately, management believes historical factors
provide the best indicator of future conditions based on the Company’s
responsiveness to changes in fashion trends, the cyclical nature of the economy
in conjunction with the number of years in business and consistency and
longevity of its customer mix.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
This item in not applicable as we are
currently considered a smaller reporting company.
26
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our Chief
Executive Officer and Principal Financial Officer, Berge Abajian, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this Report. Based on that evaluation, Mr.
Abajian concluded that our disclosure controls and procedures are effective in
timely alerting him to material information relating to us required to be
included in our periodic SEC filings and in ensuring that information required
to be disclosed by us in the reports that we file or submit under the Act is
accumulated and communicated to our management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.
Item
1A. Risk Factors.
Risks Relating with Our
Business and Marketplace
Diamond
will need additional capital in the future to finance its operations or any
future acquisitions, which it may not be able to raise or it may only be
available on terms unfavorable to current non-affiliate
shareholders. This may result in Diamond’s inability to fund its
working capital requirements and ultimately harm its operational
results.
Diamond
has and expects to continue to have substantial capital expenditure and working
capital needs. For the nine months ended September 30, 2009 and 2008, Diamond
had sales of $708,959 and $876,110, respectively and net loss of $359,412 and
$775,672, respectively. While management believes that its financial
policies have been prudent, the Company will be reliant on future potential
equity and/or debt raises to expand its current business and assist in any
future acquisitions, if and when those opportunities occur.
27
There can
be no assurance that Diamond will be successful in continuing to meet its cash
requirements from existing operations, or in raising a sufficient amount of
additional capital in future finance offerings. Additional financing
might not be available on terms favorable to Diamond, or at all. If adequate
funds were not available or were not available on acceptable terms, Diamond’s
ability to fund its operations, take advantage of unanticipated opportunities,
develop or enhance its business or otherwise respond to competitive pressures
would be significantly limited.
A
decline in discretionary consumer spending may adversely affect Diamond’s
industry, its operations, and ultimately its profitability.
Luxury products, such as fine jewelry,
are discretionary purchases for consumers. Any reduction in consumer
discretionary spending or disposable income may affect the jewelry industry more
significantly than other industries. Many economic factors outside of
Diamond’s control could affect consumer discretionary spending, including the
financial markets, consumer credit availability, prevailing interest rates,
energy costs, employment levels, salary levels, and tax rates. Any
reduction in discretionary consumer spending could materially adversely affect
Diamond’s business and financial condition.
Diamond
is highly dependent on its key executive officers for the success of its
business plan and may be dependent on the efforts and relationships of the
principals of future acquisitions and mergers. If any of these
individuals become unable to continue in their role, the company’s business
could be adversely affected.
Diamond believes its success will
depend, to a significant extent, on the efforts and abilities of Berge Abajian,
its CEO. If Diamond lost Mr. Abajian, it would be forced to expend
significant time and money in the pursuit of a replacement, which would result
in both a delay in the implementation of its business plan and the diversion of
limited working capital. Diamond can give you no assurance that it could find a
satisfactory replacement for Mr. Abajian at all, or on terms that are not unduly
expensive or burdensome.
If
Diamond grows and implements its business plan, it will need to add managerial
talent to support its business plan. There is no guarantee that
Diamond will be successful in adding such managerial talent. These
professionals are regularly recruited by other companies and may choose to
change companies. Given Diamond’s relatively small size compared to
some of its competitors, the performance of its business may be more adversely
affected than its competitors would be if Diamond loses well-performing
employees and are unable to attract new ones.
28
Diamond
may acquire assets or other businesses in the future.
We may
consider acquisitions of assets or other business. Any acquisition involves a
number of risks that could fail to meet our expectations and adversely affect
our profitability. For example:
·
|
The
acquired assets or business may not achieve expected
results;
|
·
|
We
may incur substantial, unanticipated costs, delays or other operational or
financial problems when integrating the acquired
assets;
|
·
|
We
may not be able to retain key personnel of an acquired
business;
|
·
|
Our
management’s attention may be diverted;
or
|
·
|
Our
management may not be able to manage the acquired assets or combined
entity effectively or to make acquisitions and grow our business
internally at the same time.
|
If these
problems arise we may not realize the expected benefits of an
acquisition.
The
jewelry industry in general is affected by fluctuations in the prices of
precious metals and precious and semi-precious stones.
The availability and prices of gold,
diamonds, and other precious metals and precious and semi-precious stones may be
influenced by cartels, political instability in exporting countries and
inflation. Shortages of these materials or sharp changes in their
prices could have a material adverse effect on Diamond’s results of operations
or financial condition. A significant change in prices of key
commodities, including gold, could adversely affect its business or reduce
operating margins and impact consumer demand if retail prices increased
significantly, even though Diamond historically incorporates any increases in
the purchase of raw materials to its consumers. Additionally, a
significant disruption in our supply of gold or other commodities could decrease
the production and shipping levels of our products, which may materially
increase our operating costs and ultimately affect our profit
margins.
Diamond
depends on its ability to identify and respond to fashion trends.
The jewelry industry is subject to
rapidly changing fashion trends and shifting consumer
demands. Accordingly, Diamond’s success may depend on the priority
that its target customers place on fashion and its ability to anticipate,
identify, and capitalize upon emerging fashion trends. If Diamond
misjudges fashion trends or are unable to adjust its products in a timely
manner, its net sales may decline or fail to meet expectations and any excess
inventory may be sold at lower prices.
Diamond’s
ability to maintain or increase its revenues could be harmed if Diamond is
unable to strengthen and maintain its brand image.
Diamond has spent significant amounts
in branding its Bergio and Bergio Bridal lines. Diamond believes that
primary factors in determining customer buying decisions, especially in the
jewelry industry, are determined by price, confidence in the merchandise and
quality associated with a brand. The ability to differentiate
products from competitors of Diamond has been a factor in attracting
consumers. However, if Diamond’s ability to promote its brand fails
to garner brand recognition, its ability to generate revenues may
suffer. If Diamond fails to differentiate its products, its ability
to sell its products wholesale will be adversely affected. These
factors could result in lower selling prices and sales volumes, which could
adversely affect its financial condition and results of operations.
29
Diamond
maintains a relatively large inventory of its raw materials and if this
inventory is lost due to theft, its results of operations would be negatively
impacted.
We purchase large volumes of precious
metals and store significant quantities of raw materials and jewelry products at
our facility in New Jersey. Although we have an insurance policy with
Lloyd’s of London, if we were to encounter significant inventory losses due to
third party or employee theft from our facility which required us to implement
additional security measures, this would increase our operating
costs. Also such losses of inventory could exceed the limits of, or
be subject to an exclusion from, coverage under our current insurance
policy. Claims filed by us under our insurance policies could lead to
increases in the insurance premiums payable by us or possible termination of
coverage under the relevant policy.
If
Diamond were to experience substantial defaults by its customers on accounts
receivable, this could have a material adverse affect on Diamond’s liquidity and
results of operations.
A significant portion of our working
capital consists of accounts receivable from customers. If customers
responsible for a large amount of accounts receivable were to become insolvent
or otherwise unable to pay for our products, or to make payments in a timely
manner, Diamond’s liquidity and results of operations could be materially
adversely affected. An economic or industry downturn could materially
affect the ability to collect these accounts receivable, which could then result
in longer payment cycles, increased collections costs and defaults in excess of
management’s expectations. A significant deterioration in the ability
to collect on accounts receivable could affect the cash flow and working capital
position of Diamond.
Risks Relating to our Common
Stock
If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.
Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. More specifically, the
Financial Industry Regulatory Authority (“FINRA”) has enacted Rule 6530, which
determines eligibility of issuers quoted on the OTC Bulletin Board by requiring
an issuer to be current in its filings with the Commission. Pursuant
to Rule 6530(e), if we file our reports late with the Commission three times in
a two-year period or our securities are removed from the OTC Bulletin Board for
failure to timely file twice in a two-year period then we will be ineligible for
quotation on the OTC Bulletin Board. As a result, the market
liquidity for our securities could be severely adversely affected by limiting
the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market. We
have not been late in any of our SEC reports through December 31,
2008.
30
Our
common stock could be deemed a low-priced “Penny” stock which could make it
cumbersome for brokers and dealers to trade in our common stock, making the
market for our common stock less liquid and negatively affect the price of our
stock.
In the
event where our securities are accepted for trading in the over-the-counter
market, trading of our common stock may be subject to certain provisions of the
Securities Exchange act of 1934, commonly referred to as the “penny stock” as
defined in Rule 3a51-1. A penny stock is generally defined to be any
equity security that has a market price less than $5.00 per share, subject to
certain exceptions. If our stock is deemed to be a penny stock,
trading will be subject to additional sales practice requirements of
broker-dealers. These require a broker-dealer to:
|
·
|
Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
|
·
|
Disclose
certain price information about the
stock;
|
|
·
|
Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
|
|
·
|
Send
monthly statements to customers with market and price information about
the penny stock; and
|
|
·
|
In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
|
Consequently,
penny stock rules may restrict the ability or willingness of broker-dealers to
trade and/or maintain a market in our common stock. Also, prospective
investors may not want to get involved with the additional administrative
requirements, which may have a material adverse effect on the trading of our
shares.
FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.
Our
current chief executive officer and sole director, Mr. Berge Abajian, owns a
significant percentage of our company and will be able to exercise significant
influence over our company.
31
Berge Abajian, our chief executive
officer and sole director, beneficially owns approximately 88% of our common
stock. Accordingly, Mr. Abajian will be able to determine the
composition of our board of directors, will retain the effective voting power to
approve all matters requiring shareholder approval, will prevail in matters
requiring shareholder approval, including, in particular the election and
removal of directors, and will continue to have significant influence over our
business. As a result of his ownership and position in the Company,
Mr. Abajian is able to influence all matters requiring shareholder action,
including significant corporate transactions. In addition, sales of
significant amount of shares held by Mr. Abajian, or the prospect of these
sales, could adversely affect the market price of our common stock.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended September 30,
2009 and currently, we have no recent sales of unregistered
securities.
Issuer
Purchases of Equity Securities
We did not repurchase any of our
securities during the quarter ended September 30, 2009.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
Number
|
Description
of Exhibit
|
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.
DIAMOND INFORMATION
INSTITUTE, INC.
(Registrant)
By: /s/Berge
Abajian
Berge
Abajian, President &
Chief
Executive Officer (On behalf of
the
registrant and as principal accounting
officer)
Date:
November 12, 2009