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XTRA Bitcoin Inc. - Quarter Report: 2009 September (Form 10-Q)

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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
    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
               
Sales – Net
$    254,652
 
$    33,227
 
$    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
               
Selling Expenses
40,065
 
183,514
 
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
 
 
11,790,866
 
 
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.
 
 

 
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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.
 
 

 
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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.

 
 
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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.
 
 
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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.

 
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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.
 
 
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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.
 
 
 
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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.
 
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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