10-Q 1 form10q033110.htm FORM 10-Q DATED 03-31-10 form10q033110.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 2010

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

Commission file number:  333-149978

DIAMOND INFORMATION INSTITUTE, INC.
(Exact name of registrant as specified in its charter)

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

2300 W. Sahara Avenue, Suite 800
   
Las Vegas, Nevada
 
89102
(Address of principal executive offices)
 
(Zip Code)

Issuer’s telephone number: (888) 840-2646


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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes x  No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨
 
 
 

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

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨
No x


The number of shares of Common Stock, $0.001 par value, outstanding on May 10, 2010 was 11,863,100 shares.

 
 
 
















DIAMOND INFORMATION INSTITUTE, INC.

FINANCIAL STATEMENTS

MARCH 31, 2010


 


 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 






DIAMOND INFORMATION INSTITUTE, INC.

TABLE OF CONTENTS

MARCH 31, 2010


                                                        
                                                    
                                                                                                                                          
 
 



 
 
Balance Sheets as of March 31, 2010 (unaudited) and
December 31, 2009 (audited)  
 
F-1
 
Statements of Operations for the Three Months Ended
March 31, 2010 and 2009 (unaudited) 
 
 
F-2
Statement of Stockholder’s Equity (Deficit) as of March 31, 2010 (unaudited)
 
F-3
 
 
Statements of Cash Flows for the Three Months Ended
March 31, 2010 and 2009 (unaudited)
 
 F-4
 Notes to the Financial Statements   
F-5 - F-10
 













 



DIAMOND INFORMATION INSTITUTE, INC.
BALANCE SHEETS
AS OF MARCH 31, 2010 and DECEMBER 31, 2009


ASSETS
 
March 31, 2010
   
December 31, 2009
(audited)
 
             
Net assets in excess of liabilities of discontinued operations
  $ -0-     $ -0-  
                 
Total Assets
  $ -0-     $ -0-  
                 
LIABILITIES AND STOCKHOLDER'S  EQUITY (DEFICIT)
               
Liabilities
               
Current Liabilities
               
Advances from shareholder
  $ 26,131     $ -0-  
                 
Stockholder's Equity  (Deficit)
               
Common stock, par value $0.001, 25,000,000 shares authorized, 11,813,100 and 11,643,100 shares issued and outstanding
    11,814       11,814  
Additional paid in capital
    1,660,535       1,660,535  
Accumulated deficit
    (1,698,480 )     (1,672,349 )
Total Stockholder's Equity (Deficit)
    (26,131 )     -0-  
                 
Total Liabilities and Stockholder's Equity (Deficit)
  $ -0-     $ -0-  






















See accompanying notes to financial statements.

F-1
 
 
 
 
DIAMOND INFORMATION INSTITUTE, INC.
STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009


   
Three Months Ended March 31, 2010
   
Three Months Ended March 31, 2009
 
             
Revenues
  $ 0     $ 0  
                 
Operating Expenses
               
  Consulting fees
    26,131       0  
                 
Net Loss from Discontinued Operations, net of income tax
    0       (201,456 )
                 
Net Loss
  $ (26,131 )   $ (201,456 )
                 
                 
NET LOSS PER SHARE: BASIC AND DILUTED (CONTINUING OPERATIONS)
  $ (0.00 )   $ (0.00 )
                 
NET LOSS PER SHARE: BASIC AND DILUTED (DISCONTINUED OPERATIONS)
  $ (0.00 )   $ (0.02 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    11,813,100       11,745,656  



















See accompanying notes to financial statements.

F-2

 
 

 

DIAMOND INFORMATION INSTITUTE, INC.
STATEMENT OF STOCKHOLDER’S EQUITY (unaudited)
AS OF MARCH 31, 2010

   
Common stock
   
Additional paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
                               
Balance, January 1, 2009
    11,643,100     $ 11,643     $ 1,599,707     $ (1,499,396 )   $ 111,954  
                                         
Issuance of common stock for professional services rendered
    170,000       171       60,828       -       60,999  
                                         
Net loss for the year ended December 31, 2009
    -       -       -       (172,953 )     (172,953 )
                                         
Balance, December 31, 2009
    11,813,100       11,814       1,660,535       (1,672,349 )     -0-  
                                         
Net loss for the period ended March 31, 2010
    -       -       -       (26,131 )     (26,131 )
                                         
Balance, March 31, 2010
    11,813,000     $ 11,814     $ 1,660,535     $ (1,698,480 )   $ (26,131 )

























See accompanying notes to financial statements.

F-3
 
 
 
DIAMOND INFORMATION INSTITUTE, INC.
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009


   
Three Months Ended March 31, 2010
   
Three Months Ended March 31, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (26,131 )   $ 0  
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     Related party borrowings
    26,131       0  
                 
CASH FLOWS FROM OPERATIONS
    0       0  
                 
CASH FLOWS FROM DISCONTINUED OPERATIONS
               
Net cash flows from discontinued operations
    0       0  
                 
Net increase in cash
    0       0  
                 
Cash, beginning of period
    0       0  
Cash, end of period
  $ 0       0  
                 
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
               
Cash paid for income taxes
  $ 0     $ 0  
Cash paid for interest
  $ 0     $ 0  
                 


















See accompanying notes to financial statements.

F-4
 
 

DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010

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 product design, manufacturing, distribution of fine jewelry throughout the United States.

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 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. See Note 6.

On February 2, 2010 Bergio International, Inc. (the “Seller”), owner of 100% of the outstanding common shares of the Company, entered into a share purchase 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 an aggregate of 11,863,100 shares of common stock of the Company to Buyer in exchange for $225,000.  The closing of the Agreement occurred March 18, 2010. New officers and directors of the Company were appointed and a change of control of the Company occurred.
 
 
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 no operating assets or liabilities and no 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 SIGNIFCANT 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) are the financial statements 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.




F-5
 
 
 

DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010

NOTE 3 – SUMMARY OF SIGNIFCANT 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  bases 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 Intertnal 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. There are no such common stock equivalents outstanding as of March 31, 2010.

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.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred.

Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

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.









F-6
 
 
 
DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

New Authoritative Accounting Guidance
On July 1, 2009, the Accounting Standards Codification (“ASC”) 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 the ASC affects the away companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

FASB ASC Topic 260, “Earnings Per Share.” On January 1, 2009, the 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 that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The 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 that prevents the transfer of the liability. The forgoing 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 a significant impact on the Company’s consolidated financial statements.

FASB ASC Topic 825 “Financial Instruments.” New authoritative accounting guidance under ASC Topic 825,”Financial Instruments,” requires an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosures in summarized financial information at interim reporting periods.






F-7
 
 
 

DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

New Authoritative Accounting Guidance (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, 2009 through the issuance of the accompanying consolidated financial statements.

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

NOTE 4 – RELATED PARTY TRANSACTIONS

During 2010, the Company entered into a consulting agreement with its principal shareholder. Expenses incurred, and amounts owed under the Agreement, during the three months ended March 31, 2010 were $26,131.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

At March 31, 2010, the Company neither owned nor leased any real or personal property.

NOTE 6 – 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.  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.












F-8
 
 
 
DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010



NOTE 7 – INCOME TAXES

Deferred income tax assets [liabilities] are as follows:

   
March 31,
   
December 31,
 
   
2010
   
2009
 
             
Deferred Income Tax Assets:
           
     Net Operating Loss Carryforwards
  $ 665,325     $ 656,485  
Allowance for Doubtful Accounts
    34,511       34,511  
Allowance for Sales Returns
    13,903       13,903  
                 
     Totals
    713,739       704,899  
                 
Deferred Income Tax Liabilities:
               
     Property and Equipment
  $ (25,925 )   $ (25,925 )
     Sec. 481 Adjustment - Accrual Basis
    (249,919 )     (249,919 )
     Totals
    (275,844 )     (275,844 )
     Gross Deferred Tax Asset [Liability]
    437,895       429,055  
                 
     Valuation Allowance for Deferred Taxes
    (437,895 )     (429,055 )
     Net Deferred Tax Asset [Liability]
  $ --     $ --  

Reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:

   
2009
   
2008
 
             
U.S. statutory rate
    (34 %)     (34 %)
State income taxes – net of federal benefit
    6 %     6 %
Change in valuation allowance and other
    28 %     21 %
Effective rate
    --       (7 %)

At March 31, 2010, the Company had approximately $1,626,000 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 point change in stock ownership within a defined testing period which is generally a three-year period. As a result of stock which may be issued by us from time to time and the conversion of warrants, options or the result of other changes in ownership of our outstanding stock, the Company may experience an ownership change and consequently our utilization of net operating loss carryforwards could be significantly limited.

Based upon the net losses historically incurred and, the prospective global economic conditions, management believes that it is not more likely than not that the deferred tax asset will be realized and has provided a valuation allowance of 100% of the deferred tax asset. The valuation allowance increased by approximately $8,800 in the three months ended March 31, 2010.



F-9
 
 
 


DIAMOND INFORMATION INSTITUTE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010


NOTE 8 – SUBSEQUENT EVENTS
 
 
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2010 and has determined that it does not have any other material subsequent events to disclose in these financial statements.












































F-10
 
 
 

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.  Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:

·  
our current lack of working capital;
·  
increased competitive pressures from existing competitors and new entrants;
·  
increases in interest rates or our cost of borrowing or default under any material debt agreements;
·  
inability to raise additional financing;
·  
deterioration in general or regional economic conditions;
·  
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
·  
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
·  
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
·  
inability to efficiently manage our operations;
·  
loss of customers or sales weakness;
·  
inability to achieve future sales levels or other operating results;
·  
key management or other unanticipated personnel changes;
·  
the unavailability of funds for capital expenditures; and
·  
operational inefficiencies in distribution or other systems.
 
 
 

 
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Item 1A, Risk Factors, in this document.

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

AVAILABLE INFORMATION

Our securities as of September 8, 2008 are registered under the Securities Act of 1933, and we will file reports and other information with the Securities and Exchange Commission as a result. Additionally, we shall file supplementary and periodic information, documents and reports that are required under section 13(a) and Section 15(d) of the Exchange Act, as amended.

Any annual, quarterly, special reports and other information filed with the SEC can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.


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

Overview

Diamond Information Institute, Inc. was incorporated in the State of New Jersey in October 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 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.

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 day 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.
 
 
 

 
 
Overview of 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 tradename 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 an investment from the Company will be companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan or are currently established businesses with positive cash flow but require additional funding to develop existing markets or expand into new markets. Emphasis will be on businesses with a very low overhead and cost of sales thus giving them a large increase in positive cash flow with the injection of new capital into the company. A specific emphasis of the Company will be in the Green Energy as well as the renewable energy fields and the development of Software as a Service (SAAS) sector. The Company will also be operating a consultancy division to assist existing private companies to go public as well as assisting companies who are already public to restructure and raise additional money from the capital markets.
 
The Company plans on using consultants to execute its business plan as much as possible. That way management is able to access the very best in the industry sectors that the Company will be operating in and the Company will not be encumbered with considerable expensive overhead when the marketplace becomes soft as they all do from time to time. Management believes that the Company’s business model should insulate it from major market downturns since the market sector the Company will be operating in will be fee based. Management further believes that when the general market enters a Bear Market phase, there will be the most demand for the services the Company will be providing. As well the consultancy side of the Company’s business, the Company will be able to monitor and assist any companies it invests in to ensure the Company’s investments grow and mature on a timely basis with as little harm from cycles in the specific investment sectors that the Company invests in as possible.
 
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 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 March 31, 2010, the Company had approximately $1,600,000 of federal net operating tax loss carryforwards expiring at various dates through 2030.  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.  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.


ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 4(T)                      CONTROLS AND PROCEDURES

Our new Chief Executive Officer, Paul Crawford, and Chief Financial Officer, Dennis Atkins, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.  Based on that evaluation, Messrs. Crawford and Atkins concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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.

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.

.



PART II – OTHER INFORMATION


ITEM 1                      LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect our financial position or results of operations.


ITEM 1A                      RISK FACTORS

Risks Relating To Our Planned Business and Marketplace
 
 

 
 
You should carefully consider the risks described below and all other information contained in this annual report on Form 10-K, including financial statements and the related notes thereto. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our future operations and performance. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline, and you may lose all or part of your investment.
 
Our business may be adversely affected by the recent financial crisis and our ability to access the capital markets. 
 
 
The global financial markets are in turmoil, and the economies of the U.S. and many other countries are in recession, which may be severe and prolonged. This status has resulted in diminished opportunities for liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about overall economic stability, and there can be no assurance against further decline. The end markets for certain of our portfolio of prosepctive 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 restrictedsecurities.
 
 
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 restrictedsecurities may adversely affect our planned business.
 
 
Our portfolio may contain many securities which are subject to restrictions on sale because they will have been acquired from issuers in "private placement" transactions or because we are deemed to be an affiliate of the issuer. Unless an exemption from the registration requirements of the Securities Act of 1933 is available, we will not be able to sell these securities publicly without the expense and time required to register the securities under applicable federal and state securities laws. In addition, contractual or practical limitations may restrict our ability to liquidate our securities in planned portfolio companies, because we may own a relatively large percentage of the issuer’s outstanding securities. Sales may also be limited by unfavorable market conditions. The illiquidity of our investments may preclude or delay the disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we record our investments. 
 
 

 
 

 
 
There may be limited publicly available information regarding the companies in which we are contemplating investment. 
 
 
Some of the securities in our planned portfolio may be issued by privately held companies. There is generally little or no publicly available information about such companies, and we may have to rely on the diligence of our management to obtain the information necessary for our decision to invest. There can be no assurance that such diligence efforts will uncover all material information necessary to make fully informed investment decisions.
 
 
Some of our planned portfolio companiesmay behighly 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.
 
 
Fluctuationsmay occurin our quarterly results.
 
 
Our future quarterly operating results may fluctuate materially due to a number of factors including, among others, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our planned portfolio companies’ markets, the ability to find and close suitable investments, and general economic conditions. As a result of these factors, results for any future period should not be relied upon as being indicative of performance in future periods.   
 
 
Our future financial condition and results of operations will depend on our ability to effectivelymanage any future growth.
 
 
Sustaining growth will depend upon our ability to identify, evaluate, finance, and invest in companies that meet our investment criteria. Accomplishing such results on a cost-effective basis is a function of our marketing capabilities and skillful management of the investment process. Failure to achieve future growth could have a material adverse effect on our business, financial condition, and results of operations. 
 
 
We will be dependent upon management for our future success.
 
 
Selection, structuring and closing our investments will depend upon the diligence and skill of our management, which is responsible for identifying, evaluating, negotiating, monitoring and disposing of our investments. Our management’s capabilities may significantly impact our results of operations. If we lose any member of our management team and he/she cannot be promptly replaced with an equally capable team member, our results of operations could be significantly impacted.
 
 

 
 

 
 
We will operate in a highly competitive market for investment opportunities
 
 
We will compete for attractive investment opportunities with private equity funds, venture capital partnerships and corporations, venture capital affiliates of industrial and financial companies, SBICs and wealthy individuals. Some of these competitors will be substantially larger and have greater financial resources, and some are subject to different and frequently less stringent regulation. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time and there can be no assurance that we will be able to identify and make investments that satisfy our objectives.
 
 
Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations may adversely affect our business
 
 
We and our planned portfolio companies are subject to regulation by laws at the local, state and federal level. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any changes in these laws and regulations or failure to comply with them could have a material adverse effect on our business.
 
 
Failure to deploy new capital may reduce our return on equity.
 
 
If we fail to invest our capital effectively, our return on equity may be decreased, which could reduce the price of the shares of our common stock. 
 
 
The market price of our common stock may fluctuate significantly.
 
 
The market price and marketability of shares of our common stock may from time to time be significantly affected by numerous factors, including our investment results, market conditions, and other influences and events over which we have no control and that may not be directly related to us.
 
Risks Relating to our Common Stock

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  More specifically, the Financial Industry Regulatory Authority (“FINRA”) has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission.  Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  We have not been late in any of our SEC reports through December 31, 2009.
 
 

 
Our common stock could be deemed a low-priced “Penny” stock which could make it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.

In the event where our securities are accepted for trading in the over-the-counter market, trading of our common stock may be subject to certain provisions of the Securities Exchange act of 1934, commonly referred to as the “penny stock” as defined in Rule 3a51-1.  A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers.  These require a broker-dealer to:

 
·
Deliver to the customer, and obtain a written receipt for, a disclosure document;
 
·
Disclose certain price information about the stock;
 
·
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
 
·
Send monthly statements to customers with market and price information about the penny stock; and
 
·
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock.  Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.


ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended March 31, 2010 and currently, we have no recent sales of unregistered securities.


 
 
 
 
Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended March 31, 2010.

ITEM 3   Defaults Upon Senior Securities

None

ITEM 4    Submission of Matters to a Vote of Security Holders

None

ITEM 5   Other Information

None

ITEM 6   Exhibits


 

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
DIAMOND INFORMATION INSTITTUE INC.
 
       
Dated: May 13, 2010  
By:
/s/ PAUL CRAWFORD
 
   
Paul Crawford, President/Chief
 
   
Executive Officer
 
       
Dated: May 13, 2010
By:
/s/ DENNIS ATKINS
 
   
Dennis Atkins, Chief Financial Officer
 


 
DIAMOND INFORMATION INSTITUTE, INC.
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
Dated: May 13, 2010
  By:
/s/ PAUL CRAWFORD
   
Director
 
Dated: May 13, 2010
By:
/s/ DENNIS ATKINS
   
Director
 
Dated: May 13, 2010
By:
/s/ MERLIN LARSON
   
Director