SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 1, 2010
Diamond Information Institute, Inc.
(Exact name of registrant as specified in its charter)
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New Jersey | 333-149978 | 22-2935867 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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1810 E. Sahara Ave, Suite 1515 Las Vegas, NV | 89102 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (702) 666-8570
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___________________________________________________ (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
. Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On November 1st, 2010, Board of Directors of the Registrant accepted the resignation of Silberstein Ungar, PLLC, as its independent registered public accounting firm. On November 8, 2010, the accounting firm of Sadler, Gibb & Associates was engaged as the Registrant’s new independent registered public accounting firm. The Board of Directors of the Registrant approved the resignation of Silberstein, Ungar ,PLLC. and approved the appointment of Sadler, Gibb & Associates as its independent auditor.
Silberstein Ungar, PLLC concluded an audit of the Registrant’s financial statements for the period ended December 31, 2009. Registrant’s financial statements for the period ended March 31, 2010 were reviewed by Silberstein Ungar, PLLC. Silberstein Ungar, PLLC began a review of the Registrant’s financial statements for the period ending June 30, 2010, however the financial statements for the period ending June 30, 2010 which were included in the Registrant's Form 10-Q for the period ended June 30, 2010, were not approved for release by Silberstein Ungar, PLLC. The reviewed financial statements for the period ended March 31, 2010 did not contain an adverse opinion or disclaimer of opinion, nor were the financial statements qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s financial statements for the period contained a going concern qualification. The present auditor and accountant are in the process of reviewing all documents from December 31, 2009 through December 31, 2010 and the Company expects to amend its filing of Form 10-Q for the period ended June 30, 2010 and file its Form 10-Q for the period ended September 30, 2010 before March 31, 2011.
There was a disagreement between the Registrant and Silberstein Unger, PLLC concerning the Registrant’s fiscal quarter ended June 30, 2010, and specifically related to the accounting for the Registrant's acquisition, which was completed during that fiscal period. Silberstein Ungar, PLLC did not provide the Company with any written communications concerning the nature or extent of its reservations about the accounting treatment of the acquisition nor did it respond to several requests by the Company to engage in discussions to resolve any accounting matters related to the financial statements for the period ended June 30, 2010. Due to this breakdown in communications, and the need for disclosure of its operating results for the quarter ended June 30, 2010, the Company, on September 8, 2010, filed Form 10-Q for the period ended June 30, 2010 with financial statements that were not reviewed by Silberstein Ungar PLLC or any other PCAOB registered accounting firm. Subsequent to this filing, on November 1, 2010, Silberstein Ungar PLLC resigned as independent auditor for the Company. On November 1st, 2010, the Board of Directors of the Registrant accepted the resignation of Silberstein Ungar, PLLC, as its independent registered public accounting firm. The Company amended its filing of Form 10-Q for the period ended June 30, 2010 on December 16, 2010 to indicate that the financial statements contained therein were not reviewed and that the original filing was substantially deficient. The accounting disagreement between the Company and Silberstein Ungar, PLLC remains unresolved.
For the two years preceding December 31, 2009, there were no disagreements with Silberstein Ungar, PLLC whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Silberstein Ungar, PLLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Registrant’s financial statements.
The Registrant has requested that Silberstein Ungar, PLLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
On November 8, 2010, the Registrant engaged Sadler, Gibb & Associates as its independent accountant to provide reviews of its financial statements and quarterly filings of Form 10-Q for the periods ended June 30, 2010 and September 30, 2010 and to provide audit services for the annual filing of Form 10-K for the period ended December 31, 2010. During the two most recent fiscal years and through November 8, 2010, the Company has not consulted with Sadler, Gibb & Associates regarding either:
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the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advicee was provided that Sadler, Gibb & Associates concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or
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any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
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Exhibit Number |
Description |
16.1 | Letter, Silberstein Ungar PLLC CPA’s and Business Advisors |
99.1 | Letter of termination from Silberstein Unger, PLLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Diamond Information Institute, Inc.
/s/Christopher Glover
Christopher Glover
Chief Executive Officer
Date: March 21, 2011
Exhibit 16.1
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
March 20, 2011
U.S. Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549-7561
Re: Diamond Information Institute, Inc. -- SEC File No. 333-149978
Dear Ladies and Gentlemen:
We have read the statements of Diamond Information Institute, Inc. (“DII”) in Item 4.01 on Form 8-K/A as of November 6, 2010 to be filed on or about March 21, 2011 and are in agreement with the statement made that Silberstein Ungar, PLLC resigned as independent auditor. We are not in agreement with other statements made regarding our firm and the relationship with DII immediately preceding our resignation.
Specifically, we had notified DII’s management on multiple occasions that we believed its accounting for an acquisition was not in accordance with generally accepted accounting principles, and we had asked DII for information related to the company it had acquired and the value of that company. DII did not provide us the information we had requested nor was DII able to provide us with any information to support the manner in which it had recorded the acquisition. We were awaiting such information when we learned of the 10-Q having been filed. We promptly questioned management as to why the 10-Q had been filed with what we believed to be incorrect financial statements and did not receive a response that was satisfactory to us. We subsequently decided for this and other reasons that it was best that we terminate the relationship between Silberstein Ungar, PLLC and DII.
We have no basis to agree or disagree with other statements of the registrant contained therein.
Yours truly,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Exhibit 99.1
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
Exhibit 99.1
November 1, 2010
Board of Directors
Diamond Information Institute, Inc.
2300 W. Sahara Avenue, Suite 800
Las Vegas, Nevada 89102
Sent via email
To the Board of Directors:
Effective immediately, the CPA firm of Silberstein Ungar, PLLC is resigning as independent auditor for Diamond Information Institute, Inc.
We wish you the best of luck in the future.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Cc: Securities and Exchange Commission