ITEM 1. BUSINESS
General Business Development
Diamond Information Institute, Inc. was incorporated in the State of New Jersey in October of 1988 and had minimal activity until 1995 when it began in the business of jewelry manufacturing. Diamond has been engaged in the design and manufacture of upscale jewelry from 1995 through October 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 own 60% of the common stock issued and outstanding in Alba. Also pursuant to the Agreement, Alba acquired the assets and liabilities related to our business. As a result of the transaction the company became a wholly-owned subsidiary of Alba, and all of our operations related to the jewelry business were discontinued.
Agreement for the Purchase of Common Stock and Warrants
Bergio International, Inc. (the “Seller”), as record owner or agent representing 11,863,100 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 (the “Share Purchase Agreement”) 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 11,863,100 shares of common stock (the “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 (the Closing Date”). The Purchase Price shall be paid as follows: (i) $50,000 initial deposit, which as of the date of this Current Report has been paid; (ii) $55,000 within thirty days from the Closing Date, which is due approximately April 18, 2010’ (iii) $60,000 within sixty days from the Closing Date, which is due approximately May 18, 2010; and (iv) $60,000 within ninety days from the Closing Date, which is approximately June 18, 2010. As of the date of this Current Report, new officers and directors of the Company have been appointed and the change in control is being effected. A subsequent current report on form 8-K will be filed disclosing beneficial ownership and control of the Company.
Current Business Operations
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 business of designing and manufacturing jewelry under its trade name of the Bergio” line. Based upon consummation of the Share Purchase Agreement and the subsequent change in control of the Company, the business operations of the Company will change.
The Company’s business operations will involve embarking upon a project to make Venture Capital Investments into private and public Companies. The eligible companies qualifying for and 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 as 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.
Pursuing a new line of business: On May 10, 2011, Company authorized the formation of Therapy Cells JV, Inc. and filed Articles of Incorporation May 13, 2011 with the first Board of Directors consisting of Christopher Glover, Patrick Casey, and Garry Green.
Domestication into Wyoming
Pursuant to Board of Director’s Resolution dated April 11, 2011, The company “Resolved, that the Company authorize and enact the following two corporate actions: (a) a change of state of incorporation and domicile from the state of New Jersey to the state of Wyoming; and (b) a change of the name of the Company from DIAMOND INFORMATION INSTITUTE, INC. to THERAPY CELLS, INC. ….” With an effective date of May 20, 2011. Company filed Articles of Domestication of Diamond Information Institute, Inc from New Jersey to Wyoming.
Name Change from Diamond Information Institute Inc to Therapy Cells Inc.
Concurrent with domestication into Wyoming on May 20, 2011, Company filed Articles of Amendment changing its name from Diamond Information Institute Inc to Therapy Cells Inc.
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.
Environmental Regulation and Compliance
The Unites States environmental laws do not materially impact Diamond’s operations.
Government Regulation
Currently, the Company is subject to all government regulations that regulate businesses generally such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety, labor relations, and disadvantaged businesses. In addition, the Company’s operations are affected by federal and state laws relating to marketing practices in the retail jewelry industry. Diamond is subject to the jurisdiction of federal, various state and other taxing authorities. From time to time, these taxing authorities review or audit the Company.
ITEM 1A.
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 consume 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 investment 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.
It is possible that some of the securities in our future portfolio may be issued by privately held companies. Many of the securities in our portfolio are 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.
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, variation 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 operation 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 they 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 regulation 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.
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-dealer 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” rule 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 exception. 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 ground 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 a 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 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2
ITEM 2 PROPERTIES
Company leases office space in a shared executive suite located in Las Vegas, Nevada on a monthly basis.
On May 6, 2011, Company moved its primary office space to 1870 E Sahara Ave, Suite 1515, Las Vegas, NV 89104.
ITEM 3.
ITEM 3. 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 4.
ITEM 4. DELETED AND RESERVED BY THE SECURITIES AND EXCHANGE COMMISSION
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES
Market Information: Name Change and New Ticker Symbol
During the year ended December 31, 2008, we filed for inclusion of our common stock on the Over-the-Counter Bulletin Board (“OTC:BB”). Our Common Stock was approved for trading by FINRA for trading on the OTC:BB under the symbol DIII on January 26, 2009. Since being quoted on the OTC:BB, our common stock has not traded.
As of May 20, 2011, Company changed its name from Diamond Information Institute Inc to Therapy Cells, Inc to better reflect their new line of business pursing the use of stem cells for autotransplantation therapy on animals and possible human applications. Subsequent to that name change, and a new ticker symbol, “TCEL”, Company began trading on the OTC Markets as TCEL effective October 31, 2011.
Holders of Common Stock
As of December 31, 2011 we had approximately 22 stockholders of record of the 1,169,141 common shares outstanding.
Dividends
The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors.
We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development an expansion of our business. Any cash dividends in the future to common stockholders will be payable, when, as and if declared by our Board of Directors, based upon the Board’s assessment of :
· Our financial condition;
· Earnings;
· Need for funds;
· Capital requirements;
· Prior claims of preferred stock to the extent issued and outstanding; and
· Other factors, including any applicable laws.
Therefore, there can be no assurance that any dividends on the common stock will ever be paid.
Securities Authorized for Issuance under Equity Compensation Plans
We currently do not maintain any equity compensation plans
Recent Sales of Unregistered Securities
On January 30, 2009, we authorized the issuance of 100,000 shares of our common stock to Stoecklein Law Group pursuant to its retainer agreement for legal services.
On February 11, 2009, we authorized the issuance of 50,000 shares of our common stock to Berge Abajian as compensation for his board services during the 2009 year.
On February 26, 2009, we authorized the issuance of 20,000 shares of our common stock to Stoecklein Law Group pursuant to a new retainer agreement for legal services during the 2009 year
We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make their investment decision, including our financial statements. We reasonably believe that the recipients, immediately prior to issuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance of the shares.
Issuer Purchases of Equity Securities
We did not repurchase any of our securities during the year ended December 31, 2009.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data required by Item 301 of Regulation S-K (§229.301 of this chapter) does not apply to Diamond Information Institute, Inc. because of Company status as a “smaller reporting company”. “229.301(c) Smaller Reporting Companies. A registrant that qualifies as a smaller reporting company, as defined in Rule 405 of the Securities Act of 1933 (§229.10(f)(1)) is not required to provide the information required by this Item.”
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Diamond Information Institute, Inc. was incorporated in the State of New Jersey in October of 1988 and had minimal activity until 1995 when it began in the business of jewelry manufacturing. Diamond has been engaged in the design and manufacture of upscale jewelry from 1995 through October 2009. Effective October 19, 2009, as approved at our shareholder meeting on October 5, 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 own 60% of the common stock issued and outstanding in Alba. Also pursuant to the Agreement, Alba acquired all of the assets and liabilities related to our business. As a result of the transaction the company became a wholly-owned subsidiary of Alba, and all of our operations related to the jewelry business we were in were discontinued. Based upon consummation of this Share Purchase Agreement and the subsequent change in control of the Company, the business operations of the Company will change as follows:
OVERVIEW OF CURRENT OPERATIONS
The Company’s business operations will involve embarking upon a project to make Venture Capital Investments into private and public Companies. Management plans on obtaining the necessary capital for these venture capital investments via borrowings and investments into the Company. 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 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. There are numerous projects already submitted which are currently being considered for funding.
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 as 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.
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
Based upon the consummation of the Share Purchase Agreement and the subsequent change in control and business operations, the Company had not yet commenced its planned business operations. A relevant discussion of operational results is therefore not available.
Income Tax (Benefit) Provision
At December 31, 2009, the Company had approximately $1,600,000 of federal net operating tax loss carryforwards expiring at various dates through 2029. 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 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.
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
We currently have 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.
Long-Lived Assets. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, 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.
Recently Issued Accounting Standards
On July 1, 2009, the Accounting Standards Codification (“ACS”) became the Financial Accounting Standards Board (“FASB”) 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 ASC affects the way 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 Company 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.
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 what 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. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The Company 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 Company’s consolidated 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 the prevents the transfer of the liability. The foregoing new authoritative accounting guidance under ASC Topic 820 will be effective for the Company’s consolidated financial statements beginning October 1, 2009 and is not expected to have s significant impact on the Company’s consolidated financial statement.
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.
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 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 Company’s financial statements for periods ending after June 15, 2009. Effective, February 24, 2010, the FASB issued Accounting Standards Update (“ASU”) No 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements” which revised certain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Company’s consolidated financial statements. The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2009 through the issuance of the accompanying consolidated financial statements.
Management does not believe that any other recently issued by not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on page through of this Form 10-K.
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC
FINANCIAL STATEMENTS
DECEMBER 31, 2011
(Unaudited)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
DECEMBER 31, 2011
(Unaudited)
Notice of No Auditor Review F - 2
Balance Sheet as of December 31, 2011 F - 3
Statement of Operations for the Years Ended December 31, 2011 and 2010 F - 4
Statement of Stockholders’ Equity (Deficit) as of December 31, 2011 F - 5
Statement of Cash Flows for the Years Ended December 31, 2011 and 2010 F - 6
Notes to the Financial Statements F- 7 thru F - 13
AUDIT STATEMENT
NOTICE OF NO AUDITOR REVIEW
The accompanying unaudited financial statements of Diamond Information Institute Inc have been prepared by and are the responsibility of the current Company’s management. The 10-K for period ending December 31, 2011 has been prepared by compiling Company’s filings of record with SEC and OTC from 2009 through 2012. The last SEC filings included the audited 10-K file for period ending December 31, 2009. The last 10-Qs filed with the SEC were for periods 3-31-2009, 6-30-2009, and 9-30-2009. The Company then filed on the OTC for period ending December 31, 2011 which included the December 31, 2011 financial data. Company is voluntarily filing this (and other) missed filings to complete the filing history in the SEC Edgar database for 2010 and 2011.
In accordance with National Instrument 51-102, the Company discloses that its independent auditor has not performed a review of these financial statements.
Therapy Cells Inc., Fka Diamond Information Institute Inc.
Date: October 11, 2019
By: /s/ “Paul Knudson”
Name: Paul Knudson
Title: Chief Financial Officer
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2010
(Unaudited)
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
(Unaudited)
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
AS OF DECEMBER 31, 2011
(Unaudited)
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
STATEMENT OF CASH FLOWS
JANUARY 1 THROUGH DECEMBER 31, 2011
(Unaudited)
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
NOTE 1 - NATURE OF OPERATIONS AND BUSINESS CONTINUITY
Diamond Information Institute Inc., formerly doing business as Designs by Bergio (the “Company”) was engaged in the 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 experienced 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.
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 of Alba in exchange for all of the shares owned by the Company’s shareholders. Alba was able to successfully acquire over 99% of the shares of the Company which it later sold to an unrelated third party in the first quarter of 2010. Following the transaction described in the Agreement and other accompanying transactions, our former shareholders own 60% of the common stock issued and outstanding in Alba. Also pursuant to the Agreement, Alba acquired all of the assets and liabilities related to our jewelry business. As a result of the transaction, the Company became a wholly-owned subsidiary of Alba, and all of our operations related to the jewelry business we were in were discontinued due to the subsequent sale in the first quarter of 2010 of 99% of the Company stock to an unrelated third party and the retention of the jewelry business assets and liabilities with the shareholders of Alba. See Note 8
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $3,032,341.00 as of December 31, 2011 and has assets of $90,611.00, liabilities of $382,588.00 and limited operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company finding new management to develop a new business that generates profitable operations in the future and/or to obtain the necessary capital to fund a new business plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) to prepare the financial statements, which are presented in US dollars. The Company has adopted a December 31 fiscal year end.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Actual results could differ from those estimates.
Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carryforwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
On June 30, 2010, the Company evaluated the carrying value of its intangible assets, including goodwill. Due to the Company’s current net loss position and uncertainty of cash flow, the Company impaired all intellectual property and goodwill. This resulted in an impairment expense of $138,151.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.
New Authoritative Accounting Guidance
On July 1, 2009, the Accounting Standards Codification (“ACS”) became the Financial Accounting Standards Board (“FASB”) 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 ASC affects the way 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 Company 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.
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 what 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. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The Company 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 Company’s consolidated 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 the prevents the transfer of the liability. The foregoing new authoritative accounting guidance under ASC Topic 820 will be effective for the Company’s consolidated financial statements beginning October 1, 2009 and is not expected to have s significant impact on the Company’s consolidated financial statement.
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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 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 Company’s financial statements for periods ending after June 15, 2009. Effective, February 24, 2010, the FASB issued Accounting Standards Update (“ASU”) No 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements” which revised certain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Company’s consolidated financial statements. The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2010 through the issuance of the accompanying consolidated financial statements.
Management does not believe that any other recently issued by not yet effective accounting pronouncements, if adopted, would affect the accompanying consolidated financial statements.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company received periodic advances from its principal stockholder based on the Company’s cash flow needs. The Company has liabilities payable due to various related parties totaling $378,332 as of December 31, 2011. The liabilities are comprised of 1) short- term advances and trade payables bearing no interest, and 2) convertible notes bearing interest at 10.0% per annum.
The Company has receivables due from various related parties with a total balance of $57,174 as of December 31, 2011. The receivables do not accrue interest and are due upon demand and were the result of services performed by the Company for the related parties.
NOTE 4 - COMMON STOCK
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 $0.001 per share. On April 1, 2010, the Company’s Board of Directors ratified a reverse stock split of 1000 to 1.
This resulted in common stock outstanding decreasing from 11,863,100 to 11,814 which were owned by the Company’s 10 shareholders.
Effective April 12, 2010, the Company’s Certificate of Incorporation was amended to authorize 3,000,000,000 shares consisting of 2,900,000,000 common stock at par value $0.001 and 100,000,000 Preferred stock at par value of $0.001. Further designating 1,000,000 shares as Series A Preferred, par value $0.001, 34,000,000 shares as Series B Preferred, par value $0.001, 30,000,000 shares as Series C Preferred, par value $0.001 and 35,000,000 shares as Series D Preferred, par value $0.001.
Effective May 18, 2010, the Company’s Certificate of Incorporation was amended to reduce the par value from $0.001 to $0.0001 and to change the authorized 3,000,000,000 shares to consist of 2,900,000,000 common stock at par value $0.0001 and 100,000,000 Preferred stock at par value of $0.0001. Further designating 1,000,000 shares as Series A Preferred, par value $0.0001, 50,000,000 shares as Series B Preferred, par value $0.0001, 30,000,000 shares as Series C Preferred, par value $0.0001 and 5,000,000 shares as Series D Preferred, par value $0.0001.
NOTE 4 - COMMON STOCK (CONTINUED)
On May 31, 2010, 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. (Form 10-Q/A2 filed 4-26-2011 for period 6-30-2010 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds, Common Stock states: “On May 31, 2010, the Company issued 1,500,000,054 shares of common stock at $0.0001 per share, in exchange for services totaling $150,010”. Later, in the Company’s 10-Q filed 9-22-2011 for period 9-30-2010, under NOTE 9 - SUBSEQUENT EVENTS: ”On August 22, 2011 the Company effectuated a reverse-split of its common shares on a 1,500 shares for one basis. All references to common stock in these financial statements have been retroactively restated to show the effect of this action”.).
On September 13, 2011, Company filed Amendment to Certificate of Incorporation, Article 4. Classes and Shares Authorized pursuant to a resolution adopted August 31, 2011, to reduce Authorized Shares to 600,000,000 shares to be allocated 500,000,000 Common and 100,000,000 Preferred and to change the rights and privileges of the Preferred Series D shares to make them retractable by the company at the issue price after 24 months, to attach to each Preferred Series D share 2 warrants to purchase common shares at $0.50 per common share, and to designate a fixed stock dividend to the issuance of Preferred Series D shares of 0.06 of a preferred series D share per year for as long as they are outstanding payable on the anniversary of the purchase of the shares.
Stock and Debt Conversion and Stock Issuances -
On April 1, 2010, Company issued 10 Preferred A shares for $10,000 Cash.
In July 2010, Company converted $46,000.00 of note debt at $0.15 into 306,667 common shares. On November 19, 2010, Company converted $10,000 of note debt into 66,667 common shares. On November 22, 2010, Company converted $20,000 of note debt into 133,333 common shares. (Note conversions adjusted to post 1500:1 RS of August 22, 2011).
On April 8, 2011, Company converted $18,000 of Notes payable at $0.15 into 120,000 common shares and recorded $18,000 reduction of Accrued Pay and Accrued Liabilities.
On April 8, 2011, Company issued 10,000 Series B preferred shares @$0.15 for compensation and recorded $15,000 compensation expense.
On April 11, 2011, Company issued 900,000 Preferred A shares to Christopher Glover for services at $0.15 per share in amount of $135,000.
On April 19, 2011, Company issued 82,667 common shares at $0.15 for payment of Company debts and recorded $12,400 of operating expenses.
On April 19, 2011, Company issued 177,333 common shares at $0.15 for payment of compensation and recorded $26,600 compensation expense.
On July 8, 2011, Company filed Articles of Amendment adopted 05-24-2011 to Article 4. Classes and Shares Authorized: by authorizing 30,000,000 Preferred E and 10,000,000 Preferred F series shares together with corresponding rights, preferences, and limitations.
On August 17, 2011, Company converted $187,796 of Accts Pay - related Party and $112,204 of Conv Notes Payable into Series E Preferred shares at $1.00 each. Company issued 300,000 Series E shares and entered $299,970 as Additional Paid in Capital Company also converted 234,000 Series B shares and 729,339 Common Shares into Series E shares at $1.00. Company issued 1,680,007 Series E Preferred Shares in this transaction and entered -72 as Additional Paid in Capital, -73 to Common Issued and -23 to Series B issued. There are no longer any issued and outstanding Series B Preferred shares.
NOTE 4 - COMMON STOCK (CONTINUED)
Restricted Share Issuances - 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.
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 Company’s SEC filings for the 2009 reporting year.
On April 10, 2010, the Company issued 134,000 shares of Preferred B stock at $2.50 per share as compensation for $274,990 services and $60,000 cash.
On May 17, 2010, the Company issued 250,000 shares of Preferred C stock (“Series C”) in exchange for all the shares issued and outstanding of Serengeti Consulting, Inc. valued at $0.0001 per share.
NOTE 5 - 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 the 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.
At December 31, 2011, the Company owned minimal property and equipment with depreciated book value of $67.
Resignation of Auditor and Replacement
Company accepted the resignation of auditor Sadler, Gibb & Associates and engage Li & Co, PC on July 1, 2011.
Share Purchase Agreement and $5 Million Private Placement
On August 26, 2011, Company entered into and completed a Share Purchase Agreement through its wholly owned subsidiary, Therapy Cells JV, Inc., and issued notice of intention to raise $5 Million through a private placement offering. Therapy Cells JV, Inc. entered into and completed a Stock Purchase Agreement with a limited number of sellers for the purchase of 2000 shares of Class A Common Stock of Therapy Cells Limited. The Private Placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and Rule 506 of Regulation D promulgated under such section of the Act. The private offering commenced on or about August 2011 and is continuing. The Company’s private placement seeks a maximum of $5,000,000 of total capital (including the overallotment provision) by offering up to 2,000,000 shares of preferred Series D stock at $2.50 per share. The placement is being made only to prospective investors who qualify as “accredited investors” as defined in Rule 501 of Regulation D of the Act.”
NOTE 6 - INCOME TAXES
At December 31, 2009, the Company had approximately $1,600,000 of federal net operating ta loss carryforwards expiring at various dates through 2029. 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.
NOTE 6 - INCOME TAXES (CONTINUED)
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.
NOTE 7 - DISCONTINUED OPERATIONS
The Company’s former jewelry business, which was discontinued on October 19, 2009 when all assets and liabilities related to this business were acquired by Bergio International, Inc. (formerly known as Alba Mineral Exploration, Inc) has been accounted for as discontinued operations in accordance with FASB ASC Topic 205 “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 - SUBSEQUENT EVENTS
On February 2, 2010 Bergio International, Inc. (the “Seller”), owner of 99% of the outstanding common shares of the Company, entered into a share purchases agreement (the “Agreement”) with Macau Consultants and Advisory Services Inc. (the “Buyer”). In accordance with the terms and provisions of the Agreement, the Seller sold and aggregate of 11,852,700 shares of common stock of the Company to Buyer in exchange for $225,000. The closing and consummation 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.
NOTE 9 - ACQUISITION OF SUBSIDIARIES
On September 28, 2009 Diamond Information Institute Inc (“Diamond”) entered into a Memorandum of Understanding (“MOU”) 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. Diamond 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 Diamond. As part of this transaction, the Company recognized a purchase price of $25, which is comprised of the following components:
On June 30, 2010 the Company evaluated the carrying value of its intangible assets, including goodwill. Due to the Company’s current net loss position and uncertainty of cash flow, the Company impaired all intellectual property and goodwill. This resulted in an impairment expense of $373,767.
On August 26, 2011, Therapy Cells Inc purchased 90.9% of the Common Stock of Therapy Cells Limited (TCL), a New Zealand Corporation, for 3,000,000 shares of it’s wholly owned subsidiary Therapy Cells JV, Inc’s Preferred Series C Stock. TCL is actively doing business in the cell repair and cell replacement of Equine stock at present but actively pursuing FDA approval to be used for repair of the Human Body. Since the company’s acquisition of TCL they have made the decision to pursue only Therapy Cell related business in the future.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Following the acquisition of Serengeti Consulting, Inc, Company and auditor were unable to agree over the proper way to account for the acquisition on the books of the Company which resulted in repeated amended 10-Qs for period 06-31-2010. This resulted in late filing of the required 10-Q/A2 for period 06-30-2010 on 04-26-2011. Subsequent to that date, on 9-22-2011, Company filed the Form 10-Q for period 9-30-2010. No further filings with SEC were filed after that date. Company subsequently filed a Form 15 on 02-29-2012 to formally end their duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act. Form 15 Rule 12h-3(b)(1)(i) is relied upon as Company had only 22 shareholders on that date and has never had over 300 shareholders of record. The Company’s 15(d) obligation to file was automatically suspended under previous rules.
This Year End 2010 10-K is being filed almost 9 years after its due date, voluntarily, to file the missing reports prior to the Form 15 with SEC as noted by FINRA. This 10-K has been prepared without assistance of accountants or auditors from the Company history that has previously been filed with SEC and the OTC. These reports have been prepared from the historical and sometimes conflicting record to the best of the ability of current management. Management believes that filing these reports will have no material effect or change on the Company as all events were reported contemporaneously on the OTC and are already reflected in the Company filings of record with the OTC thru 03-31-2015.
ITEM 9A(T)
ITEM 9A(T) CONTROLS AND PROCEDURES
Included in 10-Q filed 09-22-2011 for period 09-30-2010, Company reported as follows: “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 as 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 10-Q 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.”
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that : (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2009.
This conclusion has subsequently proved to be inadequate.
AUDIT COMMITTEE
Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. If and when an audit committee is established, the audit committee’s primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee’s primary duties and responsibilities will be to : (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
ITEM 9B
ITEM 9B OTHER INFORMATION
Not applicable
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
March 18, 2010 - New Directors and Officers upon change of control acquisition from Macau Consultants:
Following the Share Purchase Agreement: (i) Berge Abajian resigned as the President/Chief Executive Officer/Chief Financial Officer/Treasurer and the sole director of the Company effective as of March 17, 2010; (ii) Arpi Abajian resigned as the Secretary of the Company effective as of March 17, 2010; (iii) Paul Crawford consented to act as the President/Chief Executive Officer and a director of the Company effective as of March 18, 2010; (iv) Dennis Atkins consented to act as the Chief Financial Officer and a director of the Company effective as of March 18, 2010: and (v) Merlin Larson consented to act as the Secretary and Treasurer and a director of the Company effective as of March 18, 2010.
The biographies of each of the directors and officers are set forth below as follows:
Paul Crawford. Since 1990, Mr. Crawford has been assisting early stage companies in raising capital. He is both a venture capitalist and an entrepreneur and has been working with developing businesses since the late 1970s. In addition to raising capital, Mr. Crawford has started several successful businesses including Celcom. Celcom was incorporated in Minnesota in 1981 specifically to acquire the first non-wire line cellular license in the first phase of the first U.S. cellular phone systems. The initial cellular licenses in the top 75 U.S. cities were opened to all filers who were then submitted to a series of Federal Communications Commission (FCC) comparative hearings, which is similar to how the FCC awards radio and television licenses. The remaining U.S. cellular markets were subsequently placed via a lottery. The deadline for the initial filings in the top markets was closed in early 1982. This resulted in Celcom participating in a joint venture with MCI. The Twin Cities cellular system operated as MCI/Celcom and subsequently was renamed Cellular One of the Twin Cities. In 1986 MCI/Celcom sold the Twin Cities non-wireline cellular system to McCaw Communications for approximately $43 million. In July 1998, Mr.Crawford co-founded Commission Junction (CJ). CJ became very profitable in early 2002 and was acquired in December 2003 by ValueClick (VCLK) in a $58 million cash and stock transaction. CJ is a leader in the affiliate marketing/pay-per-sale advertising on the Internet. Starting in late 2007, Mr. Crawford focused on the next generation of the Internet which is a “sea change event” underway today. The portfolio is dominated by Software as a Service (SaaS) services and 4G, Mobile WiMAX and includes five SaaS businesses (Empathic Clinical Suites, MSAFastDraftPRO, CompletLAW-WEB, Sports Director Online, Bankruptcy Compiler, LocaLoop, Inc.).
Mr. Crawford is the owner of Crawford Capital Corporation. Crawford Capital Corporation is ranked as the 8th largest Twin Cities based venture capital firm in the most recent 2010 Edition of The Minneapolis-St. Paul Business Journal. These rankings are based on total capital raised by all reporting firms from their inception through December 31, 2008. Crawford Capital Corporation’s total at the time was $200,00,000+. Paul Crawford and his wife reside in Minneapolis, MN.
Dennis Atkins. Mr. Atkins is a Certified Public Accountant with over twenty-five years of experience in public accounting. Mr. Atkins has extensive experience in business and personal tax planning and preparation including the use of offshore domiciles for income tax benefit and asset protection, public and private company auditing and business consulting. He has been a member SEC Practice Section and the Public Company Oversight Board. Mr. Atkins has served on the board of directors and as chief financial officer for various private and publicly traded companies. He is a member of the American Institute of Certified Public Accountants and holds licenses in Oklahoma and California. Mr. Atkins holds a Bachelors Degree in Accounting from Oklahoma State University and a Masters Degree in Accountancy from the University of Oklahoma.
Merlin Larson. During the past five years, Mr. Larson has been involved in the construction housing industry in Canada. Mr. Larson currently has a building contracting business in Victoria, British Columbia. Mr. Larson gained a wealth of practical business experience and knowledge growing up and working on a grain farm and in his father’s business prior to graduating from high school in Vancouver, British Columbia. Mr. Larson studied art at the Art College in Nelson, British Columbia, and earned a nursing degree.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
2010 - New Officers and Directors:
Lorne R Gale was appointed as Director and Treasurer on 06-08-2010, replacing Dennis Atkins.
Dan McCormick was appointed as Director and President/Secretary on 07-26-2010 replacing Paul Crawford and Merlin Larson.
2011 - New Officer and Director:
Christopher Glover was appointed as Director, President, Secretary and Treasurer upon the resignation of Lorne R Gale and Dan McCormick on February 11, 2011 and is responsible for overseeing all aspects of the company. Mr. Glover is the Chief Executive Officer, President, Secretary, Chief Financial Officer, and Director (Principal Executive Officer) and (Principal Financial Officer) of the Company. He resides in England. Mr. Glover specializes in the development of emerging companies and their technologies and operations and required financing, which include the following:
From 1995 to August 2009, Mr. Glover has acted as the Chief Executive Officer for Auto Data Network (AND). Auto Data Network is a software and services supplier to the Automotive Sector. The company provides integrated solutions for automotive retailers.
From 2004 through June of 2009 Mr. Glover worked as an outside consultant with United American, Inc. Mr. Glover provided United American, Inc. with suppliers who could blend and manufacture UAI’s fire barrier products. Mr. Glover has not and does not own any interest in United American, Inc.
Additionally, from 1991 to 1995 Mr. Glover was the Sales Director of COS Limited. COS is a marketing and production services company supplying mainly to the Publishing, Training and Motor Industries with such facilities as Design, Media Duplication (Video, Audio, Disk), Print, Packaging, Marketing and Distribution.
From 1989 to 1991 Mr. Glover was the Managing Director of County Contract Hire Limited a specialized contract hiring company.
Legal/Disciplinary History: None
Involvement in Certain Legal Proceedings
No executive officer or director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires executive officers and directors, and persons who beneficially own more than 10% of an issuer’s common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC.
As a company with securities registered under Section 15(d) of the Exchange Act, our executive officers and directors, and persons who beneficially own more than ten percent of our common stock are not required to file Section 16(a) reports.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation of our executive officers for the years ended December 31, 2011, 2010 and 2009, respectively.
Summary Compensation Table
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(1)The amounts show in this column reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December 31, 2009 in accordance with FAS 123(R).
(2) Other compensation was made up of Mr. Abajian’s car expense and health insurance expenses. Included in this amount was approximately $8,670 for Ms. Abajian’s health insurance expenses.
(3) Mr. Sirica agreed to serve as Chief Financial Officer during the time in which the Company was going through the review process of its registration statement. Subsequent to the registration statement becoming effective, Mr. Sirica resigned and Mr. Abajian agreed to serve as the Principal Accounting Officer.
(4) On January 8, 2009, the board of directors appointed Ms Arpi Abajian as the Secretary of the Company.
(5) Company records do not break out individual compensation, only the total recorded. Various reports list conflicting amounts of $119,323, $116,667 and $116,012.
(6) Company records do not break out individual compensation, only the total recorded annually. 2011 compensation expense was $176,600, all in the form of various stock issuances. Mr. Glover received 900,010 shares of Series A preferred stock as consideration for services on April 8, 2011. The shares were valued at $0.15 per share for a total value of $135,000. This compensation was a part of the $176,600 compensation expense recorded during 2011.
Employment Agreement
The Company currently does not have any employment agreements in place.
Termination of Employment
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person associated with the company which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.
Compensation Committee
We currently do not have a compensation committee on the board of directors. Until a formal committee is established our entire board of directors will review all forms of compensation provided to our executive officers, directors, consultants, and employees, including stock compensation.
DIRECTOR COMPENSATION TABLE
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTER
The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock as of the date of this Annual Report, held by those persons known to beneficially own more than 5% of our capital stock and by Christopher Glover, our director and executive officer. The percentage of beneficial ownership for the following table is based on 1,169,141 shares of common stock outstanding as of December 31, 2011. The records of the Company do not contain this data for the date of this Annual Report.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days after April 12, 2010 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.
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(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, ot to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, December 31, 2009, there are 11,863,100 shares issued and outstanding
CHANGES IN CONTROL
As of December 31, 2011, we are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related -Party Liabilities
The Company has liabilities payable due to various related parties totaling $378,332 as of December 31, 2011. The liabilities are comprised of 1) short-term advances and trade payables bearing no interest, and 2) convertible notes payable to related-parties.
Related-Party Receivables
The Company has receivables due from various related parties with a total balance of $57,174 as of December 31, 2011. The receivables do not accrue interest and are due upon demand and were the result of services performed by the Company for the related parties.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
During 2010, the Company did not separately report any amounts paid for accounting and auditing fees, if any were incurred. The 10-Q filings for periods 03-31-2011, 06-30-2011, and 09-30-2011 are unaudited and this unaudited Year end 2011 10-K is being voluntarily filed at this time to complete the historical record for the period.
The aggregate fees for professional services rendered by MSPC, Certified Public Accountants and Advisors, A Professional Corporation for the audit of our financial statements and review of the financial statements included in our Form 10-Q for the period ending December 31, 2009 or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal year ended 2009 was $7,500. The aggregate fees for professional services rendered by Silberstein Ungar, PLLC for the annual audit of our financial statements for the period ended December 31, 2009 was $6,000. No separate records exist for amounts paid for the 2010 and 2011 financial statements for accounting and auditing fees and services.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are files as part of this Annual Report.
THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE, INC.
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.
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.