UNITED
STATES
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
March 18,
2010
Date of
Report (Date of earliest event reported)
DIAMOND INFORMATION
INSTITUTE, INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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333-149978
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22-2935867
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2300
W. Sahara Avenue, Suite 800
Las
Vegas, Nevada
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89102
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(Address
of principal executive offices)
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(Zip
Code)
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(888)
840-2646
Registrant’s
telephone number, including area code
12
Daniel Road East
Fairfield,
New Jersey 07004
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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. A subsequent current report on Form 8-K will be filed disclosing
beneficial ownership and control of the Company.
Business
of the Company
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. There are numerous projects
already submitted which are currently being considered for funding.
The
Company plans on using consultants to execute it’s 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
incumbered 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.
Beneficial
Ownership Chart
The
following table sets forth certain information, as of March 29, 2010, with
respect to the beneficial ownership of the outstanding common stock by: (i) any
holder of more than five (5%) percent; (ii) each of our executive officers and
directors; and (iii) our directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders listed below has sole voting and
investment power over the shares beneficially owned. Unless otherwise indicated,
each of the stockholders named in the table below has sole voting and investment
power with respect to such shares of common stock. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated. As of the date of this Current Report, there are 11,863,100 shares of
common stock issued and outstanding.
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Name
and Address of Beneficial Owner(1)
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Amount
and Nature of Beneficial Ownership(1)
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Percentage
of Beneficial Ownership
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Directors
and Officers:
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Merlin
Larson
2300
W. Sahara Avenue, Suite 800
Las
Vegas, Nevada 89102
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6,852,700
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57.76%
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Dennis
Atkins
2300
W. Sahara Avenue, Suite 800
Las
Vegas, Nevada 89102
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2,000,000
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16.86%
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Paul
Crawford
2300
W. Sahara Avenue, Suite 800
Las
Vegas, Nevada 89102
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2,000,000
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16.86%
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All
executive officers and directors as a group (3 persons)
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11,852,700
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99.91%
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Beneficial
Shareholders Greater than 10%
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None
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*
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Less
than one percent.
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(1)
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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, or 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 exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) 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 Current Report,
there are 11,863,100 shares issued and
outstanding.
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01Changes in Control of
Registrant
The
Company refers to Item 1.01 above, “Entry into a Material Agreement” concerning
the change in control.
Item 5.02Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
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 new directors and officers are set forth below as
follows:
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NAME
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AGE
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POSITION WITH THE COMPANY
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Paul
Crawford
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74
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President/Chief
Executive AOfficer and a Director
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Dennis
Atkins
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50
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Chief
Financial Officer and a Director
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Merlin
Larson
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35
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Secretary
and Treasurer and a Director
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Directors
hold office until the annual meeting of the Company's stockholders and the
election and qualification of their successors. Officers hold office, subject to
removal at any time by the Board, until the meeting of directors immediately
following the annual meeting of stockholders and until their successors are
appointed and qualified.
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. Cellcom was incorporated in
Minnesota in 1981 specifically to acquire the first non-wireline 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 F.C.C 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 porfolio is dominated by Software as a
Service (SaaS) services and 4G, Mobile WiMAX and includes five SaaS businesses
(Empathic Clinical Suites, MSAFastDraftPRO, CompleteLAW-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 that time was
$200,000,000+. Paul Crawford and his wife reside in Minneapolis,
MN.
Dennis Atkins. Mr.
Atkins is a Certified Public Accountant with over twenty-five years 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 contruction 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.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits
(a) Financial Statements of Business
Acquired.
Not
applicable.
(b) Pro forma Financial
Information.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
Not
applicable.
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.
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DIAMOND
INFORMATION INSTITUTE, INC.
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DATE: March
29, 2010
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/s/ PAUL
CRAWFORD
_________________________________
Name:
Paul Crawford
Title:
President/Chief Executive
Officer
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