XTRA Bitcoin Inc. - Quarter Report: 2010 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 quarter ended September 30, 2010

       . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-149978

THERAPY CELLS, INC.

(Exact name of registrant as specified in its charter)

Wyoming		22-2935867
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1810 E. Sahara Avenue, Suite 1454
Las Vegas, Nevada		89104
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (702) 666-8570

Securities registered under Section 12(b) of the Act:   None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes      . No   X  .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

Yes   X  . No      .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes   X  . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      .

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 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 Act).

Yes      . No   X  .

The number of shares of Common Stock, $0.0001 par value, outstanding on September 21, 2011 was 1,037,352 shares.

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DIAMOND INFORMATION INSTITUTE, INC.

FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

DIAMOND INFORMATION INSTITUTE, INC.

TABLE OF CONTENTS

Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009 (audited)	3
Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009 (unaudited)	4
Statement of Stockholder’s Equity (Deficit) as of September 30, 2010 (unaudited)	5
Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (unaudited)	6
Notes to the Financial Statements	7

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THERAPY CELLS, INC.
(FORMERLY DIAMOND INFORMATION INSTITUTE, INC.)
Consolidated Statements of Cash Flows
(Unaudited)
		For the Nine Months Ended
		September 30, 2010		September 30, 2009
OPERATING ACTIVITIES
Net loss	$	(1,120,120)	$	(359,412)
Adjustment to reconcile net loss to net cash used in operating activities:
Sales returns and allowances reserve		-		(97,545)
Depreciation		551		47,670
Impairment of assets		138,151		-
Compensation realized on acquisition		373,742		-
Common stock issued for services		116,667		61,000
Series B preferred stock issued for services		274,990		-
Allowance for doubtful accounts		-		6,000
Change in Operating Assets and Liabilities:
Accounts receivable		-		374,963
Inventory		-		(141,517)
Prepaid expenses		-		32,385
Accounts payable, related party		233,491		-
Accounts payable and accrued expenses		(37,992)		22,379
Net Cash Used in Operating Activities		(20,520)		(54,077)
INVESTING ACTIVITIES
Cash acquired in acquisition		13,238		-
Capital expenditures		-		(61,626)
Net Cash Provided by (Used in) Investing Activities		13,238		(61,626)
FINANCING ACTIVITIES
Cash overdraft		-		17,326
Advnaces from stockholder		-		76,547
Advnaces from bank lines of credit, net		-		14,752
Repayments of capital leases		-		(17,897)
Proceeds from notes payable		-		100,000
Repayments of notes payable		-		(75,025)
Repayments of convertible notes payable		(58,536)		-
Proceeds from the sale of series B preferred stock		60,000		-
Net Cash Provided by Financing Activities		1,464		115,703
Effect of Foreign currency translation on cash		7,892		-
NET CHANGE IN CASH		2,074		-
CASH AT BEGINNING OF PERIOD		-		-
CASH AT END OF PERIOD	$	2,074	$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-	$	-
Cash paid for interest	$	(3,460)	$	-
NON CASH FINANCING ACTIVITIES
Stock issued for conversion of debt	$	46,000	$	-
See accompanying notes to the consolidated financial statements.

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THERAPY CELLS, INC.

(Formerly DIAMOND INFORMATION INSTITUTE, INC.)

Notes to the Consolidated Financial Statements

September 30, 2010 and 2009

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Diamond Information Institute Inc., was organized under the laws of the State of New Jersey on October 24, 1988. On May 20, 2011, the Company was redomiciled under the laws of the State of Wyoming and the stockholders approved an amendment to the Certificate of Incorporation to change the name to Therapy Cells, Inc. (“Therapy” or the “Company”).  

Since approximately 1995, the Company had been involved in the designing, manufacturing, and distribution of fine jewelry throughout the United States under its tradename “Bergio”.

On October 19, 2009, the Company entered into a share exchange agreement wherein the Company sold all of its assets and liabilities associated with its jewelry business to Alba Mineral Exploration, Inc (“Alba”).  As consideration for the sale, Alba issued 2,585,175 shares of its common stock to shareholders of the Company.  As a result of this share exchange, the Company’s former jewelry business was discontinued.

On February 2, 2010 Bergio International, Inc. (“Bergio”) entered into a share purchase agreement with Macau Consultants and Advisory Services Inc (“Macau”), which closed effective as of March 18, 2010.  In accordance with the terms and provisions of the agreement, Bergio sold an aggregate of 11,852,700 shares of common stock, representing 99% of the total outstanding capital stock of the Company, to Macau in exchange for $225,000. The closing of the Agreement occurred March 18, 2010.  New officers and directors of the Company were appointed and a change of control of the Company occurred.

On May 17, 2010 the Company purchased all of the issued and outstanding capital stock of Serengeti Consulting Inc. (“Serengeti”), an entity under common control by issuing 250,000 shares of Series C Preferred stock of the Company.

The Company’s business operations now consist of making venture capital investments in private and public companies. The eligible companies qualifying for an investment from the Company will be either companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan, or businesses that are currently established with positive cash flow but require additional funding to develop existing markets or expand into new markets.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation - unaudited interim financial information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2009 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on December 16, 2010

Principles of consolidation

The consolidated financial statements include all accounts of Therapy as of September 30, 2010 and 2009 and for the interim periods then ended and all accounts of Serengeti as of September 30, 2010 and for the period from May 17, 2010 (date of acquisition) through September 30, 2010.  All inter-company balances and transactions have been eliminated.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates include the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to estimated useful lives of property and equipment; revenue recognized or recognizable and income tax provision.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Business combination

In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, and accrued interest payable approximate their fair values because of the short maturity of these instruments.  

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of related party payables or convertible notes, related party due to their related party nature.

Carrying value, recoverability and impairment of long-lived assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of revenues and, gross margins. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions.  Factors, such as increased competition or a decrease in the desirability of the Company’s services, could lead to lower projected revenue levels, which would adversely impact cash flows.  A significant change in cash flows in the future could result in an impairment of long lived assets.

The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Property, plant and equipment

Property and equipment are recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from three (3) years to ten (10) years.  Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.  

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Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involved b.  description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. aounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

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Foreign currency transactions

The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions.  Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Chinese Yuan or Reminbi, the Company’s Chinese operating subsidiaries' functional currency.  Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid.  A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

Equity instruments issued to parties other than employees for acquiring goods or services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

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The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Foreign currency translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars.  Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

Foreign currency translation

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered.  If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of operations. If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of operations.  If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the consolidated statements of operations.

Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.

Net Loss Per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.  to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

There were no potentially dilutive shares outstanding for the interim period ended September 30, 2010 or 2009.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  

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Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent Accounting Pronouncements

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

·

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

·

In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

·

Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “ Comprehensive Income (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all nonowner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $2,792,469 at September 30, 2010 with a net loss from continuing operations of $1,120,120 and net cash used in operating activities of continuing operations of $20,520 for the interim period then ended, respectively.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.  The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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NOTE 4 – ACQUISITION OF AN ENTITY UNDER COMMON CONTROL

On May 17, 2010 the Company acquired all of the issued and outstanding capital stock of Serengeti, an entity under common control by issuing 250,000 shares of Series C Preferred stock of the Company. As the share exchange was between entities under common control, the net assets acquired and liabilities assumed were recorded at their carrying amounts at the date of acquisition in accordance with ASC 805 “Business Combinations”. As part of this transaction, the Company recognized compensation of $373,742, which comprised of the following components:

Net assets acquired		$ 277,279
Net liabilities assumed		(651,021)
Compensation recognized		$373,742

NOTE 5 – RELATED PARTY TRANSACTIONS

Related-Party Payables

The related-party advances made to the Company total $12,345 at September 30, 2010, are unsecured, non interest bearing and due upon demand.

Convertible Notes Payable

Prior to the acquisition of Serengeti by the Company, Serengeti owes $352,801 for notes payable to related parties as of September 30, 2010. The notes payable accrue interest at 10% per annum, compounded annually, are unsecured and due upon demand.

In connection with these notes, the Company has accrued $61,845 of interest payable due to a related party.  Interest expense for the nine months ended September 20, 2010 related to these notes totaled $16,630.

Each convertible note plus accrued interest are convertible into common shares of the Company at any time at $0.0001 per share.

Consulting Revenues from Shareholder

Total consulting revenue of $25,494, for the nine months ended September 30, 2010, was to Macau Consultants and Advisory Services Inc, a shareholder of the Company.

NOTE 6 – CAPITAL STOCK

On April 1, 2010, the Board of Directors of the Company approved an increase in the authorized capital stock to 3,000,000,000 shares consisting of 2,900,000,000 shares of common stock, par value $0.001, and 100,000,000 shares of preferred stock, par value $0.001. Of the preferred shares, 1,000,000 shares were designated Series A, 34,000,000 shares of preferred stock were designated Series B, 30,000,000 shares of preferred stock were designated Series C, and 35,000,000 shares of preferred stock were designated Series D, At this same meeting, the Board approved a 1,000:1 reverse-split of the outstanding common stock of the Company.

The financial statements for the interim period ended September 30, 2010 have been presented to give retroactive effect to the reverse stock split.  

The following is a list of all sales of the Company’s preferred and common stock for the nine months ended September 30, 2010 and for the year ended December 31, 2009:

Preferred Stock

The Company is authorized to issue 1,000,000 shares of Series A preferred stock (“Series A”).  The Series A has no conversion rights.

The total aggregate issued shares of Series A preferred stock, regardless of their number, have voting rights equal to four times the sum of: (i) the total number of shares of common stock which are issued and outstanding at the time of conversion, plus (ii) the total number of shares of Series B, Series C and Series D preferred stocks which are issued and outstanding at the time of voting.

The holders of Series A shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

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Shares of Series A are anti-dilutive.

In April 2010, the Company issued 134,000 shares of Series B preferred stock (“Series B”) at $2.50 per share, in exchange for services totaling $274,990 and for cash of $60,000.

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, Series B preferred stock shall be entitled to receive, prior to any distribution or payment being made to the holders of any stock ranking junior to the Series B preferred stock, an amount per share for each share of Series B preferred stock held by them equal to the sum of $1.00 per share (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.

The Series B preferred stock, are convertible, at any time, into the number of shares of common stock equal by multiplying the total value of shares of the Series B preferred stock by the initial price of each share of Series B ($2.50), dividing the total by the current market price of the common stock on the day of conversion and multiplying the resulting total by 1.2 times. Shares of Series B preferred stock are anti-dilutive to reverse splits.

The Series B preferred stock has voting rights equal to one vote per share.

Preferred Stock

The holders of Series B shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

On May 17, 2010, the Company issued 250,000 shares of Series C preferred stock (“Series C”) in exchange for all the shares issued and outstanding of Serengeti Consulting, Inc. valued at $0.0001 per share.

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, Series C preferred stock shall be entitled to receive, prior to any distribution or payment being made  to the holders of any stock ranking junior to the Series C preferred stock, an amount per share for each share of Series C Preferred Stock held by them equal to the sum of $1.00 per share (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.

The Series C preferred stock, are convertible, at any time, into 40 shares of common stock, per share.

The Series C preferred stock has voting rights equal to one vote per share.

The holders of Series C shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Shares of Series C are anti-dilutive.

Common Stock

In February 2009, the Company issued to its CEO 33 (post-split) shares of restricted common stock with a fair value of $600 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.

In February 2009, the Company issued its securities counsel 13 (post-split) shares of restricted common stock with a fair value of $600 per share or $8,000 for legal services to be provided for the Company’s SEC filings for the 2009 reporting year.

In January 2009, the Company agreed to issue its securities counsel, 67 (post-split) shares of restricted common stock with a fair value of $600 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.

On May 31, 2010, the Company issued 1,000,000 (post-split) shares of common stock at $0.15 per share, under employment agreements with its then three officers in advance of services totaling $150,000.  As of September 30, 2010, two of the officers have resigned and $116,667 has been recorded as compensation.

On July 22, 2010, the note holder elected to convert $46,000 of the outstanding convertible notes payable into 306,667 (post-split) shares of common stock of the Company.

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NOTE 7 – DISCONTINUED OPERATIONS

The Company’s former jewelry business was discontinued on October 19, 2009 when all assets and liabilities related to this business were acquired by Alba Mineral Exploration, Inc. and has been accounted for as discontinued operations. The results of operations of this business have been removed from the results of continuing operations for all periods presented. The assets and liabilities of discontinued operations have been reclassified and are segregated in the balance sheets.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Employment Agreement

On May 31, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its Chief Financial Officer (“CFO”), which requires that the CFO be paid an annual base salary of $50,000 for one (1) year from date of signing and the issuance of 500,000,000 shares of the Company’s common stock. Either party may extend the Employment Agreement for additional one (1) year periods.

Potential Litigation

On September 9, 2011, the Company received a letter from the attorneys for Bergio in regards to the share purchase agreement with Macau. This letter makes reference to a notice of default, dated July 13, 2010, that the shares purchased from Bergio for the controlling block still had an unpaid balance of $175,000 and that there was a material breach of the purchase agreement.

The current letter demands payment of the open balance of $137,500 and states that failure to comply will result in immediate legal action being taken by Bergio.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were reportable subsequent events to be disclosed.

On November 19, 2010, the note holder elected to convert $10,000 of the outstanding convertible notes payable into 66,667 (post-split) shares of common stock of the Company.  

On November 22, 2010, the note holder elected to convert $20,000 of the outstanding convertible notes payable into 133,333 (post-split) shares of common stock of the Company.  

On April 8, 2011, the note holder elected to convert $18,000 of the outstanding convertible notes payable into 120,000 (post-split) shares of common stock of the Company.

On April 11, 2011 the Company elected to change its corporate name from Diamond Information Institute, Inc. to Therapy Cells, Inc.  In addition, the Company changed its state of incorporation and domicile from New Jersey to Wyoming.

On May 11, 2010, an amendment to the certificate of incorporation was filed which authorizes, a decrease to the par value of all shares from $0.001 to $0.0001, an increase to the authorized shares of Series B preferred stock, from 34,000,000 to 50,000,000 shares, and to decrease the authorized 35,000,000 shares of Series D preferred stock to 5,000,000 shares.

On May 13, 2011, the Company formed a wholly owned subsidiary, Therapy Cells JV, Inc. (“JV”), and incorporated the company in the state of Wyoming on such date.

On May 20, 2011, an amendment to the certificate of incorporation was filed which authorizes shares consisting of 2,800,000,000 shares of common stock, par value $0.0001, and 200,000,000 shares of preferred stock, par value $0.0001, a decrease to the authorized shares of Series B preferred stock, from 50,000,000 to 10,000,000 shares, a decrease to the authorized shares of Series C preferred stock, from 30,000,000 to 10,000,000 shares and to increase the authorized 5,000,000 shares of Series D preferred stock to 30,000,000 shares.

On May 24, 2011, an amendment to the certificate of incorporation was filed which authorizes the creation of 30,000,000 shares of Series E preferred stock and 10,000,000 shares of Series F preferred stock.

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The Company is authorized to issue 30,000,000 shares of Series D preferred stock (“Series D”).  

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, Series D preferred stock shall be entitled to receive, prior to any distribution or payment being made  to the holders of any stock ranking junior to the Series D preferred stock, an amount per share for each share of Series D preferred stock held by them equal to the sum of $2.50 per share (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.

The Series D preferred stock, are convertible, at any time,  into the number of shares of common stock equal to the price of the Series D preferred stock divided by the current trading price on the date of conversion. Shares of Series D preferred stock are anti-dilutive to reverse splits.

The Series D preferred stock has voting rights equal to ten votes per share.

The holders of Series D shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

The Company is authorized to issue 30,000,000 shares of Series E preferred stock (“Series E”).  

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, Series E preferred stock shall be entitled to receive, prior to any distribution or payment being made  to the holders of any stock ranking junior to the Series E preferred stock, an amount per share for each share of Series E preferred stock held by them equal to the sum of $1.00 per share (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.

The Series E preferred stock, are convertible, at any time,  into the number of shares of common stock by multiplying each share of the Series E preferred stock divided by one thousand (1,000). Shares of Series D preferred stock are anti-dilutive to reverse splits.

The Series E preferred stock has voting rights equal to one thousand (1,000) votes per share.

The holders of Series E shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

The Company is authorized to issue 10,000,000 shares of Series F preferred stock (“Series F”).  

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, Series F preferred stock shall be entitled to receive, prior to any distribution or payment being made  to the holders of any stock ranking junior to the Series F preferred stock, an amount per share for each share of Series F preferred stock held by them equal to the sum of $0.01 per share (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.

The Series F preferred stock, are convertible, at any time, into the number of shares of common stock by multiplying the total value of shares of the Series F preferred stock by the initial price of each share of Series B ($0.01), dividing the total by the current market price of the common stock on the day of conversion and multiplying the resulting total by 1.2 times. Shares of Series F preferred stock are anti-dilutive to reverse splits.

The Series F preferred stock has voting rights equal to one vote per share.

The holders of Series F shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

On August 22, 2011 the Company effectuated a reverse-split of its common shares on a 1,500 shares for one share basis.  All references to common stock in these financial statements have been retroactively restated to show the effect of this action.

On August 26, 2011, JV entered into a Stock Purchase Agreement with two unrelated individuals, whereby the Company purchased 2,000 (90.9%) shares of the issued and outstanding Common shares of Therapy Cells Limited, a New Zealand entity (“TCL”) by the issuance of 3,000,000 shares of the Company’s Series C Preferred stock.    

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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. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. 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.

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.

Throughout this Annual Report references to “we”, “our”, “us”, “Diamond”, “the Company”, and similar terms refer to Diamond Information Institute, Inc.

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.

Any annual, quarterly, special reports and other information filed with the SEC 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. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). 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.

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ITEM 1 - Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

Diamond Information Institute Inc., formerly doing business as Designs by Bergio (the "Company") was organized under the laws of the State of New Jersey in October of 1988. Since approximately 1995, the Company had been involved in the designing, manufacturing, and distribution of fine jewelry throughout the United States under its tradename “Bergio”.

On October 19, 2009, the Company entered into a share exchange agreement wherein the Company sold all of its assets and liabilities associated with its jewelry business to Alba Mineral Exploration, Inc (“Alba”).  As consideration for the sale, Alba issued 2,585,175 shares of its common stock to shareholders of the Company.  Each shareholder received 0.21884 shares of Alba for every share he or she owned in the Company. As a result of this share exchange, the Company’s former jewelry business was discontinued.

The Company’s business operations now consist of making venture capital investments in private and public companies. The eligible companies qualifying for an investment from the Company will be either companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan, or businesses that are currently established with positive cash flow but require additional funding to develop existing markets or expand into new markets.

On September 28, 2009 the Company entered into a Memorandum of Understanding with Serengeti Consulting Inc. (“Serengeti”) to purchase all of the capital stock of Serengeti. This agreement was approved by the Board on May 14, 2010 and completed on May 17, 2010. The Company issued 250,000 shares of Preferred C stock in a stock for stock transaction for all of the shares of Serengeti. Serengeti is currently a wholly owned subsidiary of the Company.

On February 2, 2010 Bergio International, Inc. (f/k/a Alba Minerals, Inc. or “Bergio”) entered into a share purchase agreement with Macau Consultants and Advisory Services Inc (“Macau”).  In accordance with the terms and provisions of the Agreement, Bergio sold an aggregate of 7,902 (post-split) shares of common stock, representing 99% of the total outstanding capital stock of the Company, to Macau in exchange for $225,000. The closing of the Agreement occurred March 18, 2010.  New officers and directors of the Company were appointed and a change of control of the Company occurred.

Agreement for the Purchase of Common Stock and Warrants

Bergio International, Inc. (the “Seller”), as record owner or agent representing 7,909 (post-split) shares of common stock of Diamond Information Institute, Inc., a corporation formed under the laws of the State of New Jersey (the “Company”) entered into a share purchase agreement dated February 2, 2010 with Macau Consultants and Advisory Services Inc. (the “Buyer”). In accordance with the terms and provisions of the Share Purchase Agreement, the Seller sold an aggregate of 7,909 (post-split) shares of common stock of the Corporation to the Buyer in exchange for $225,000 (the “Purchase Price”). The closing and consummation of the share purchase agreement occurred March 18, 2010.  As of the date of closing and consummation, new officers and directors of the Company have been appointed and the change in control is being effected.

Overview of Current Business Operations

The Company’s current business operations involve embarking upon a project to make Venture Capital Investments into private and public Companies. The eligible companies qualifying for an investment from the Company will be companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan or are currently established businesses with positive cash flow but require additional funding to develop existing markets or expand into new markets. Emphasis will be on businesses with a very low overhead and cost of sales thus giving them a large increase in positive cash flow with the injection of new capital into the company. A specific emphasis of the Company will be in the Green Energy as well as the renewable energy fields and the development of Software as a Service (SAAS) sector. The Company will also be operating a consultancy division to assist existing private companies to go public as well as assisting companies who are already public to restructure and raise additional money from the capital markets.

 

The Company plans on using consultants to execute its business plan as much as possible. That way management is able to access the very best in the industry sectors that the Company will be operating in and the Company will not be encumbered with considerable expensive overhead when the marketplace becomes soft as they all do from time to time. Management believes that the Company’s business model should insulate it from major market downturns since the market sector the Company will be operating in will be fee based. Management further believes that when the general market enters a Bear Market phase, there will be the most demand for the services the Company will be providing. As well the consultancy side of the Company’s business, the Company will be able to monitor and assist any companies it invests in to ensure the Company’s investments grow and mature on a timely basis with as little harm from cycles in the specific investment sectors that the Company invests in as possible.

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Management believes that regardless of whether the Company is in a Bear cycle or a Bull market run, there will always be a healthy demand for funds and always a need for business management services to assist those who are floundering. Management believes that the Company has the best of both worlds since the Company should prosper from the Bear and Bull Market cycles. The only determinant for the Company in determining how fast it can grow its business will be in the Company’s success in obtaining the necessary funds for deployment into good qualifying business models. Management of the Company looks forward to the future with great anticipation.

Results of Operations

The following table summarizes selected items from the statement of operations for the three and nine month periods ended September 30, 2011.

	For the Three Months Ended
	September 30,						Increase
	2010			2009			(Decrease)
Revenues	$	(100,771)		$	-		$	(100,771)
Operating Expenses		47,771			-			47,771
Other expenses		13,115			-			13,115
Net loss from continuing operations	$	(161,657)		$	-		$	(161,657)

	For the Nine Months Ended
	September 30,						Increase
	2010			2009			(Decrease)
Revenues	$	25,494		$	-		$	25,494
Operating Expenses		1,116,000			-			1,116,000
Other expenses		29,614			-			29,614
Net loss from continuing operations	$	(1,120,120)		$	-		$	(1,120,120)

Revenue

During the three and nine months ended September 30, 2010, the Company recognized $(100,771) and $25,494 in revenue.  Because these are the first periods in which the Company realized revenue from consulting services after divesting of its previous operations, revenues for the three and nine months ended September 30, 2010 have increased (decreased) by $(100,771) and $25,494 over the same periods in 2010.

Operating Expenses

Operating expenses from continuing operations for the three months ended September 30, 2010 consist of depreciation ($353) and other general and administrative expenses ($47,418).  Other general and administrative expenses consist primarily of stock issued in exchange for services.  Because the Company discontinued its prior operations in October of 2009, no operating expenses from continuing operations were incurred in comparative period in 2009.

Operating expenses from continuing operations for the nine months ended September 30, 2010 consist of depreciation ($551), compensation expense associated primarily with its acquisition of Serengeti ($564,985), impairment of assets ($138,151)and other general and administrative expenses ($412,313).  Other general and administrative expenses consist primarily of stock issued in exchange for services.  Because the Company discontinued its prior operations in October of 2009, no operating expenses from continuing operations were incurred in comparative period in 2009.

Other Expenses

Other expenses from continuing operations for the three and nine months ended September 30, 2010 were $13,115 and $29,614, respectively.  Other expenses consist of interest expense and loss on the sale of assets.  Because the Company discontinued its prior operations in October of 2009, no other expenses from continuing operations were incurred in comparative periods in 2009.

Net Operating Loss from Continuing Operations

The net operating losses for the three and nine months ended September 30, 2010 was $161,657 and $1,120,120, respectively.  Because the Company discontinued its prior operations in October of 2009, the Company had no operating income or loss from continuing operations in comparative periods in 2009.

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Discontinued Operations

During the three and nine months ended September 30, 2009 the Company realized a loss from its discontinued operations of $40,637 and $359,412, respectively.

Net loss

The net loss for the three and nine months ended September 30, 2010 was $161,657 and $1,120,120, respectively, compared to net losses of $40,637 and $359,412 for the same periods in 2009.  Our net operating loss increased due primarily to the discontinuance of our previous operations in October 2009 and the commencement of our new business model.  

Significant Changes in the Number of Employees

We currently have two 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

For a discussion of critical accounting policies please refer to Note 2.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4(T) CONTROLS AND PROCEDURES

Our new Chief Executive Officer, Christopher Glover, and Chief Financial Officer, Lorne Gale, 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 the evaluation effect of this restatement of the financial statements, management has concluded that prior disclosures of disclosure controls and procedures were inaccurate, and as further explained in Footnote 8 to the financial statements for the Company above, Messrs.  Glover and  Gale concluded that our disclosure controls and procedures are not effective in timely alerting them 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. In order to address and remedy deficiencies in the Company’s disclosure controls and procedures, management has initiated the engagement of an experienced third party consultant to address disclosure controls and procedures on an ongoing basis and has also engaged a PCAOB registered accounting firm to review the Form 10Q and the Company’s financial statements for the period ended September 30, 2010 and all subsequent reporting periods for the Company.

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.

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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 our financial position or results of operations.

ITEM 1A RISK FACTORS

Risks Relating To Our Planned Business and Marketplace

You should carefully consider the risks described below and all other information contained in this annual report on Form 10-K, including financial statements and the related notes thereto. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our future operations and performance. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline, and you may lose all or part of your investment.

 

Our business may be adversely affected by the recent financial crisis and our ability to access the capital markets. 

The global financial markets are in turmoil, and the economies of the U.S. and many other countries are in recession, which may be severe and prolonged. This status has resulted in diminished opportunities for liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about overall economic stability, and there can be no assurance against further decline. The end markets for certain of our portfolio of prospective companies’ products and services have experienced, and continue to experience, negative economic trends. We are unable to predict the likely duration and severity of this global financial turmoil, and if the current uncertainty continues or economic conditions further deteriorate, our business and the businesses of our portfolio companies could be materially and adversely affected.

There is uncertainty regarding the value of our planned investments in restricted securities.

We may be required to carry our planned portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, our fair value determinations may differ materially from the values a third party would be willing to pay for such securities or the values which would be applicable to unrestricted securities having a public market.

The lack of liquidity of restricted securities may adversely affect our planned business.

Our portfolio may contain many securities which are subject to restrictions on sale because they will have been acquired from issuers in "private placement" transactions or because we are deemed to be an affiliate of the issuer. Unless an exemption from the registration requirements of the Securities Act of 1933 is available, we will not be able to sell these securities publicly without the expense and time required to register the securities under applicable federal and state securities laws. In addition, contractual or practical limitations may restrict our ability to liquidate our securities in planned portfolio companies, because we may own a relatively large percentage of the issuer’s outstanding securities. Sales may also be limited by unfavorable market conditions. The illiquidity of our investments may preclude or delay the disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we record our investments. 

There may be limited publicly available information regarding the companies in which we are contemplating investment. 

Some of the securities in our planned portfolio may be issued by privately held companies. There is generally little or no publicly available information about such companies, and we may have to rely on the diligence of our management to obtain the information necessary for our decision to invest. There can be no assurance that such diligence efforts will uncover all material information necessary to make fully informed investment decisions.

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Some of our planned portfolio companies may be highly leveraged.

Some of our planned portfolio companies may have incurred substantial indebtedness in relation to their overall capital base. Such indebtedness often has a term that will require the balance of the loan to be refinanced when it matures. If these companies cannot generate adequate cash flow to meet the principal and interest payments on their indebtedness, the value of our investment in them could be reduced or eliminated through foreclosure on the portfolio company’s assets or by the portfolio company’s reorganization or bankruptcy.

Fluctuations may occur in our quarterly results.

Our future quarterly operating results may fluctuate materially due to a number of factors including, among others, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our planned portfolio companies’ markets, the ability to find and close suitable investments, and general economic conditions. As a result of these factors, results for any future period should not be relied upon as being indicative of performance in future periods.

Our future financial condition and results of operations will depend on our ability to effectively manage any future growth.

Sustaining growth will depend upon our ability to identify, evaluate, finance, and invest in companies that meet our investment criteria. Accomplishing such results on a cost-effective basis is a function of our marketing capabilities and skillful management of the investment process. Failure to achieve future growth could have a material adverse effect on our business, financial condition, and results of operations. 

We will be dependent upon management for our future success.

Selection, structuring and closing our investments will depend upon the diligence and skill of our management, which is responsible for identifying, evaluating, negotiating, monitoring and disposing of our investments. Our management’s capabilities may significantly impact our results of operations. If we lose any member of our management team and he/she cannot be promptly replaced with an equally capable team member, our results of operations could be significantly impacted.

We will operate in a highly competitive market for investment opportunities. 

We will compete for attractive investment opportunities with private equity funds, venture capital partnerships and corporations, venture capital affiliates of industrial and financial companies, SBICs and wealthy individuals. Some of these competitors will be substantially larger and have greater financial resources, and some are subject to different and frequently less stringent regulation. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time and there can be no assurance that we will be able to identify and make investments that satisfy our objectives.

Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations may adversely affect our business. 

We and our planned portfolio companies are subject to regulation by laws at the local, state and federal level. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any changes in these laws and regulations or failure to comply with them could have a material adverse effect on our business.

Failure to deploy new capital may reduce our return on equity.

If we fail to invest our capital effectively, our return on equity may be decreased, which could reduce the price of the shares of our common stock. 

The market price of our common stock may fluctuate significantly.

The market price and marketability of shares of our common stock may from time to time be significantly affected by numerous factors, including our investment results, market conditions, and other influences and events over which we have no control and that may not be directly related to us.

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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, 2009.

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.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

On April 1, 2010, the Board of Directors of the Company approved an increase in the authorized capital stock to 3,000,000,000 shares consisting of 2,900,000,000 shares of common stock, par value $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. At this same meeting, the Board approved a 1,000:1 reverse split of the outstanding common stock of the Company. On May 11, 2010, an amendment to the certificate of incorporation was filed which authorizes issuance of 2,900,000,000 shares of common stock, 1,000,000 shares of Class A preferred stock, 50,000,000 shares of Class B preferred stock, 30,000,000 shares of Class C preferred stock, and 5,000,000 shares of Class D preferred stock. The financial statements for the period ended September 30, 2010 reflect these changes to the capitalization of the Company, retroactively.  The following is a list of all sales of the Company’s preferred and common stock for the nine months ended September 30, 2010 and for the year ended December 31, 2009:

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Preferred Stock

In April 2010, the Company issued 134,000 shares of series B preferred stock at $2.50 per share, in exchange for services and cash.

On May 17, 2010, the Company issued 250,000 shares of series C preferred stock in exchange for all the shares issued and outstanding of Serengeti Consulting, Inc.

Common Stock

In February 2009, the Company issued to its CEO 33 (post-split) shares of restricted common stock with a fair value of $600 per share.

In February 2009, the Company issued its securities counsel 13 shares of restricted common stock with a fair value of $600 per share.

In January 2009, the Company agreed to issue its securities counsel, 67 (post-split) shares of restricted common stock with a fair value of $600 per share.

On May 31, 2010, the Company issued 1,000,000 (post-split) shares of common stock at $0.15 per share, in advance of services totaling $116,667.  

On July 22, 2010, a note holder elected to convert $46,000 of the outstanding convertible notes payable into 306,667 (post-split) shares of common stock of the Company.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended June 30, 2010.

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

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SIGNATURES

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

 

	DIAMOND INFORMATION INSTITUTE INC.
Dated: September 21, 2011	By:	/s/ Christopher Glover
		Christopher Glover, Chief
		Executive Officer, Secretary
Dated: September 21, 2011	By:	/s/ LORNE R. GALE
		Lorne R. Gale, Chief Financial Officer, Treasurer

 

DIAMOND INFORMATION INSTITUTE, INC.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Dated: September 21, 2011	By:	/s/ Christopher Glover
		Director

 

Dated: September 21, 2010	By:	/s/ LORNE R. GALE
		Director

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