Attached files
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| EX-10.1 - EX101 - Diamond Information Institute | ex10_1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2009
Diamond Information Institute, Inc.
(Exact name of registrant as specified in its charter)
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New Jersey |
333-149978 |
22-2935867 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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12 Daniel Road East
Fairfield, New Jersey |
07004 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (973) 227-3230
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___________________________________________________
(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS |
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Item 1.01 Entry into a Material Definitive Agreement. |
Effective October 19, 2009, as approved at our shareholder meeting on October 8, 2009, we entered into a Share Exchange Agreement with Alba Mineral Exploration, Inc. (“Alba”), a Delaware corporation (the “Agreement”). Pursuant to the Agreement, Alba
agreed to issue our shareholders a total of 2,585,175 shares of common stock in Alba in proportion to their holdings in our company. Following the transaction described in the Agreement and other accompanying transactions, our shareholders will ultimately own 60% of the common stock issued and outstanding in Alba.
As of the date of the Agreement and currently, there are no material relationships between us or any of our affiliates and Alba, other than in respect of the Agreement.
We entered into the Agreement to provide more liquidity for our shareholders. Our current entity was not able to provide that benefit to our shareholder and our board of directors determined the best course of action was to pursue aforementioned Agreement with Alba.
As a result of the Agreement, we will no longer be engaged in the business of jewelry manufacturing. We are currently negotiating an agreement that will change our business direction. As of the date of this Current report, however, we have not yet signed any definitive documents or entered into any letter of intent. We
can provide no assurance that we will be able to acquire a business suitable to our company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to this report and incorporated herein by reference.
This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations,
estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our annual report on Form 10-K and in other documents that we file from time to time
with the SEC.
In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements, general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements
speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report, except as required by law.
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SECTION 2 – FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01 of this report which is incorporated herein by reference.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS |
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Item 9.01. Financial Statements and Exhibits. |
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(d) Exhibits.
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.
By: /s/Berge Abajian
Berge Abajian
Chief Executive Officer
Date: October 20, 2009